System Energy Resources, Inc. First Mortgage Bonds, [ ]% Series due [ ], 20[ ] UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2009 • System Energy Resources Inc • Electric services • New York
Purchase and Sale. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company shall issue and sell to each of the Underwriters, and each Underwriter shall purchase from the Company, at the time and place herein specified, severally and not jointly, the Bonds at [ ]% of the principal amount thereof, in the principal amount set forth opposite the name of such Underwriter on Schedule I attached hereto.Description of Bonds. The Bonds shall be issued under and pursuant to the Company's Mortgage and Deed of Trust, dated as of June 15, 1977, with The Bank of New York Mellon (successor to United States Trust Company of New York), as Corporate Trustee (the "Trustee"), as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, and as it will be further amended and supplemented by the [ ] Supplemental Indenture, dated as of [ ], 20[ ] (the "Supplemental Indenture"). Said Mort
] ASSIGNMENT OF AVAILABILITY AGREEMENT, CONSENT AND AGREEMENTAssignment of Availability Agreement • January 14th, 2009 • System Energy Resources Inc • Electric services • New York
This [ ] Assignment of Availability Agreement, Consent and Agreement (hereinafter referred to as "this Assignment"), dated as of [ ], 20[ ], is made by and among System Energy Resources, Inc. (the "Company"), Entergy Arkansas, Inc., ("Entergy Arkansas") (successor in interest to Arkansas Power & Light Company and Arkansas-Missouri Power Company ("Ark-Mo")), Entergy Louisiana, LLC ("Entergy Louisiana"), Entergy Mississippi, Inc. ("Entergy Mississippi"), and Entergy New Orleans, 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"), and The Bank of New York Mellon (formerly The Bank of New York, successor to United States Trust Company of New York), as trustee (hereinafter called the "Corporate Trustee").
SUPPLEMENTARY CAPITAL FUNDS AGREEMENT AND ASSIGNMENTFunds Agreement • January 14th, 2009 • System Energy Resources Inc • Electric services • New York
This [____] Supplementary Capital Funds Agreement and Assignment (hereinafter referred to as "this Agreement") dated as of [____], 20[__], is made by and among Entergy Corporation ("Entergy"), System Energy Resources, Inc. (the "Company"), The Bank of New York Mellon (formerly The Bank of New York, successor to United States Trust Company of New York), as trustee (hereinafter called the "Corporate Trustee").
