ENTERGY GULF STATES LOUISIANA, L.L.C. (Successor by merger to Entergy Gulf States, Inc., formerly Gulf States Utilities Company) TO THE BANK OF NEW YORK (Successor to JPMorgan Chase Bank, N.A.) as Trustee Seventy-fifth Supplemental Indenture Dated as...Entergy Gulf States Louisiana, LLC • January 7th, 2008 • Electric services
THIS SEVENTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of the 31st day of December, 2007, by and between Entergy Gulf States Louisiana, L.L.C. (successor by merger to Entergy Gulf States, Inc. (formerly Gulf States Utilities Company), a Texas corporation (hereinafter sometimes called the Texas Company)), a limited liability company duly organized and existing under the laws of the State of Louisiana (hereinafter sometimes called the Company), party of the first part, and THE BANK OF NEW YORK (successor to JPMorgan Chase Bank, N. A.), a New York banking corporation and having its corporate trust office in the Borough of Manhattan, City and State of New York, as successor trustee under the Indenture of Mortgage and indentures supplemental thereto hereinafter mentioned (hereinafter sometimes called the Trustee), party of the second part;
DEBT ASSUMPTION AGREEMENTDebt Assumption Agreement • January 7th, 2008 • Entergy Gulf States Louisiana, LLC • Electric services • New York
THIS DEBT ASSUMPTION AGREEMENT, dated effective as of December 31, 2007, 1:02 p.m. Central Standard Time is between Entergy Texas, Inc., a Texas corporation (hereinafter either called the "Assumption Party" or "ETI") and Entergy Gulf States Louisiana, Inc., a Texas corporation formerly known as Entergy Gulf States, Inc. (hereinafter called "EGSI" or "EGSL").
OPERATING AGREEMENT OF ENTERGY GULF STATES LOUISIANA, L.L.C. A LOUISIANA LIMITED LIABILITY COMPANYOperating Agreement • January 7th, 2008 • Entergy Gulf States Louisiana, LLC • Electric services • Louisiana
This Operating Agreement of Entergy Gulf States Louisiana, L.L.C. is entered into by and between (i) EGS Holdings, Inc., a Texas corporation ("EGSHI"), and (ii) Entergy Gulf States Louisiana, L.L.C., represented herein by Mark G. Otts, Paul A. Castanon and Edna M. Chism, its duly authorized Managers, to be effective as of the date and time at which the Articles of Organization, as filed with the Louisiana Secretary of State, become effective for the purpose of organizing a Louisiana limited liability company on the terms and conditions set forth in the Articles of Organization and in this Operating Agreement. EGSHI is hereby admitted as a Member of the Company, and in consideration of the mutual covenants contained herein, EGSHI and the Company do hereby adopt this Operating Agreement to govern the affairs of the Company and the conduct of its business.
MORTGAGE AND SECURITY AGREEMENTMortgage and Security Agreement • January 7th, 2008 • Entergy Gulf States Louisiana, LLC • Electric services • Louisiana
All corporate, Federal, State, county, parish, municipal and other permits, consents, licenses, bridge licenses, bridge rights, river permits, franchises, patents, rights pursuant to ordinances, grants, privileges and immunities of every kind and description, now belonging to or that may hereafter be owned, held, possessed or enjoyed by ETI and included within ETI's Louisiana Interests (other than Excepted Property) and all renewals, extensions, enlargements and modifications of any of them.
ENTERGY TEXAS, INC. (Debtor) ENTERGY GULF STATES LOUISIANA, INC. (formerly Entergy Gulf States, Inc.) (Secured Party) MARK G. OTTS, TRUSTEE c/o Entergy Services, Inc. 639 Loyola Avenue New Orleans, Louisiana 70113 MORTGAGE, DEED OF TRUST AND SECURITY...Trust and Security Agreement • January 7th, 2008 • Entergy Gulf States Louisiana, LLC • Electric services • Texas
THIS MORTGAGE, DEED OF TRUST AND SECURITY AGREEMENT, dated effective as of December 31, 2007, 1:05 p.m. Central Standard Time, is made by Entergy Texas, Inc., a Texas corporation ("ETI" and, together with its permitted successors and assigns, the "Mortgagor") (T.I.N. 61-1435798 and organizational identification file number 800911623), to Mark G. Otts of Orleans Parish, Louisiana, as Trustee ("Trustee") for the benefit of Entergy Gulf States Louisiana, Inc., a Texas corporation formerly known as Entergy Gulf States, Inc. ("EGSI" or "EGSL" and, together with its successors and assigns, the "Mortgagee") (T.I.N. 74-0662730 and organizational identification file number 4421500).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION OF ENTERGY GULF STATES LOUISIANA, INC. INTO ENTERGY GULF STATES LOUISIANA, L.L.C.Agreement and Plan of Merger • January 7th, 2008 • Entergy Gulf States Louisiana, LLC • Electric services • Louisiana
This Agreement and Plan of Merger and Reorganization (hereinafter this "Agreement") is made and entered into effective as of the 31st day of December, 2007, 4:00 p.m. Central Standard Time by and between Entergy Gulf States Louisiana, Inc., formerly known as Entergy Gulf States, Inc., a corporation organized and existing under the laws of the State of Texas (the "Corporation"), and Entergy Gulf States Louisiana, L.L.C., a limited liability company organized and existing under the laws of the State of Louisiana (the "Limited Liability Company").
