0000065984-05-000347 Sample Contracts

AMENDED AND RESTATED MONEY POOL AGREEMENT
Money Pool Agreement • December 2nd, 2005 • Entergy Louisiana Inc • Electric services • Louisiana

This Amended and Restated Money Pool Agreement (this "Agreement"), dated as of the ___ day of December, 2005 (the "Effective Date"), by and between Entergy Services, Inc., a Delaware Corporation ("ESI"), Entergy Corporation, a Delaware Corporation ("Entergy"), Entergy Arkansas, Inc., an Arkansas Corporation ("EAI"), Entergy Gulf States, Inc., a Texas Corporation ("EGSI"), Entergy Louisiana, Inc., ("Holdings"), a Texas Corporation, Entergy Louisiana LLC ("ELL"), a Texas limited liability company, Entergy Louisiana Properties, LLC ("ELP"), a Texas limited liability company, Entergy Mississippi, Inc., a Mississippi Corporation ("EMI"), Entergy New Orleans, Inc., a Louisiana Corporation ("ENOI"), System Entergy Resources, Inc., an Arkansas Corporation ("SERI"), Entergy Operations, Inc., a Delaware Corporation ("EOI"), and System Fuels, Inc., a Louisiana Corporation ("SFI") (each a "Participant" and, collectively, the "Participants"), amends, restates and supercedes that certain Amended and

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SERVICE AGREEMENT
Service Agreement • December 2nd, 2005 • Entergy Louisiana Inc • Electric services

THIS AGREEMENT made and entered into by and between Entergy Services, Inc. (hereinafter referred to as Services or ESI) a corporation organized under the laws of the State of Delaware, and ______________ (hereinafter referred to as Client Company) a corporation organized under the laws of the State of ______________ with its principal place of business at __________________________, _____________.

AMENDMENT NO. 1 TO REFUNDING AGREEMENT (SERIES 1999-B)
Refunding Agreement • December 2nd, 2005 • Entergy Louisiana Inc • Electric services

This Amendment No. 1, dated as of October __, 2005, to the Refunding Agreement (Series 1999-B) between Parish of St. Charles, State of Louisiana (the "Issuer") and Entergy Louisiana, Inc. a corporation of the State of Louisiana (the "Company"), dated as of October 1, 1999 (the "Refunding Agreement"), is entered into among the Issuer, the Company and The Bank of New York, as Trustee under the Trust Indenture, dated as of October 1, 1999, between the Issuer and the Trustee (the "Indenture"). All capitalized terms not herein defined shall have the meanings assigned to them in the Indenture.

AMENDMENT TO THE THIRTY-FOURTH ASSIGNMENT OF AVAILABILITY AGREEMENT, CONSENT AND AGREEMENT
Assignment of Availability Agreement • December 2nd, 2005 • Entergy Louisiana Inc • Electric services • New York

This Amendment, dated as of December __, 2005, to the Thirty-fourth Assignment of Availability Agreement, Consent and Agreement (hereinafter referred to as "the Assignment"), dated as of September 1, 2002, is made by and among System Energy Resources, Inc. (formerly Middle South Energy, Inc.) (the "Company"), Entergy Arkansas, Inc., formerly Arkansas Power & Light Company ("Entergy Arkansas") (successor in interest to Arkansas Power & Light Company and Arkansas-Missouri Power Company ("Ark-Mo")), Entergy Louisiana, Inc., formerly Louisiana Power & Light Company ("Entergy Louisiana"), Entergy Mississippi, Inc., formerly Mississippi Power & Light Company ("Entergy Mississippi"), and Entergy New Orleans, formerly New Orleans Public Service Inc. ("Entergy New Orleans") (hereinafter Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans are called individually a "System Operating Company" and collectively, the "System Operating Companies"), The Bank of New York (su

AMENDMENT NO. 2 dated as of _____ __, 2005 to PARTICIPATION AGREEMENT NO. [1][2][3] among ESSL 2, INC., as Owner Participant W3A Funding Corporation, as Funding Corporation DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust...
Participation Agreement • December 2nd, 2005 • Entergy Louisiana Inc • Electric services • New York

This AMENDMENT NO. 2, dated as of _____, 2005, ("PA Amendment No. 2") to PARTICIPATION AGREEMENT NO. [1][2][3], dated as of September 1, 1989, among ESSL 2, INC., as Owner Participant (such term and all other capitalized terms used herein and not defined herein having the respective meanings specified in Appendix A to the Participation Agreement, as modified), W3A FUNDING CORPORATION, as Funding Corporation, J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION ("JPMorgan"), as Successor Owner Trustee, DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), as Corporate Indenture Trustee under the Indenture and as Collateral Trust Trustee under the Collateral Trust Indenture, STANLEY BURG, as Individual Indenture Trustee under the Indenture, and ENTERGY LOUISIANA, INC., as Lessee.

AMENDMENT NO. 1 TO INSTALLMENT SALE AGREEMENT (SERIES 1993-B)
Installment Sale Agreement • December 2nd, 2005 • Entergy Louisiana Inc • Electric services

This Amendment No. 1, dated as of November __, 2005, to the Installment Sale Agreement (Series 1993-B) between Parish of St. Charles, State of Louisiana (the "Issuer") and Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company), a corporation of the State of Louisiana (the "Company"), dated as of December 1, 1993 (the "Installment Sale Agreement"), is entered into among the Issuer, the Company and JPMorgan Trust Company, National Association (formerly First National Bank of Commerce), as Trustee under the Trust Indenture, dated as of December 1, 1993, between the Issuer and the Trustee (the "Indenture"). All capitalized terms not herein defined shall have the meanings assigned to them in the Indenture.

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