0000065984-07-000145 Sample Contracts

ADMINISTRATION AGREEMENT
Administration Agreement • July 13th, 2007 • Entergy Gulf States Reconstruction Funding I, LLC • Asset-backed securities • Texas

This ADMINISTRATION AGREEMENT, dated as of June 29. 2007 (this "Administration Agreement"), is entered into by and between ENTERGY GULF STATES, INC. ("EGSI"), as administrator (in such capacity, the "Administrator"), and ENTERGY GULF STATES RECONSTRUCTION FUNDING I, LLC, a Delaware limited liability company (the "Issuer"). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture (as defined below).

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ENTERGY GULF STATES RECONSTRUCTION FUNDING I, LLC ENTERGY GULF STATES, INC. $329,500,000 SENIOR SECURED TRANSITION BONDS, SERIES A UNDERWRITING AGREEMENT
Underwriting Agreement • July 13th, 2007 • Entergy Gulf States Reconstruction Funding I, LLC • Asset-backed securities • New York

Entergy Gulf States Reconstruction Funding I, LLC, a Delaware limited liability company (the "Issuer"), proposes, subject to the terms and conditions stated herein, to issue and sell $329,500,000 aggregate principal amount of its Senior Secured Transition Bonds, Series A (the "Bonds"), identified in Schedule I hereto, to the Underwriters named in Schedule II hereto. The Issuer and Entergy Gulf States, Inc., a Texas corporation and the Issuer's direct parent ("EGSI"), hereby confirm their agreement with the several Underwriters (as defined below) as set forth herein.

SERIES SUPPLEMENT
Series Supplement • July 13th, 2007 • Entergy Gulf States Reconstruction Funding I, LLC • Asset-backed securities • Texas

This SERIES SUPPLEMENT dated as of June 29, 2007 (this "Supplement"), by and between ENTERGY GULF STATES RECONSTRUCTION FUNDING I, LLC, a limited liability company created under the laws of the State of Delaware (the "Issuer"), and THE BANK OF NEW YORK, a New York banking corporation ("BNY"), in its capacity as indenture trustee (the "Indenture Trustee") for the benefit of the Secured Parties under the Indenture dated as of June 29, 2007, by and between the Issuer and BNY, in its capacity as Indenture Trustee and in its separate capacity as securities intermediary (the "Indenture").

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