COMPANY AGREEMENT OF ENTERGY LOUISIANA POWER, LLC A TEXAS LIMITED LIABILITY COMPANYCompany Agreement • October 1st, 2015 • Entergy Gulf States Louisiana, LLC • Electric services • Texas
This Company Agreement of ENTERGY LOUISIANA POWER, LLC (the “Agreement”) is executed as of July 7, 2015 to be effective as of the date and at such time on which the Certificate of Formation is filed with and accepted by the Texas Secretary of State (the “Effective Date”) among the Board of Directors and the Persons listed on Exhibit A as the Members for the purpose of organizing a Texas limited liability company on the terms and conditions set forth in the Certificate of Formation and in this Agreement.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 14, 2015Credit Agreement • October 1st, 2015 • Entergy Gulf States Louisiana, LLC • Electric services • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 14, 2015, among ENTERGY LOUISIANA, LLC, a Texas limited liability company (“ELL”), ENTERGY GULF STATES LOUISIANA, L.L.C., a Louisiana limited liability company (“EGSL”), as the Borrowers, the banks and other financial institutions (the “Banks”) listed on the signature pages hereof, Citibank, N.A. (“Citibank”), as administrative agent (the “Administrative Agent”) for the Lenders (as defined below) hereunder and as LC Issuing Bank (as defined below), JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, BNP Paribas, Mizuho Bank, Ltd., The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as LC Issuing Banks, and the other LC Issuing Banks parties hereto from time to time.
PLAN OF MERGER OF ENTERGY LOUISIANA, LLC AND ENTERGY LOUISIANA POWER, LLCPlan of Merger • October 1st, 2015 • Entergy Gulf States Louisiana, LLC • Electric services
This Plan of Merger (this “Plan”) is entered into September 28, 2015 by and between Entergy Louisiana, LLC, a Texas limited liability company (“ELL”), and Entergy Louisiana Power, LLC, a Texas limited liability company (“ELP”), with respect to the merger contemplated herein (the “Merger”) and certifies and sets forth the following:
BORROWER ASSUMPTION AGREEMENTBorrower Assumption Agreement • October 1st, 2015 • Entergy Gulf States Louisiana, LLC • Electric services • New York
This Borrower Assumption Agreement (this “Borrower Assumption Agreement”) is dated as of October 1, 2015 and is entered into by and among ENTERGY LOUISIANA, LLC, ENTERGY GULF STATES LOUISIANA, LLC (together, the “Predecessors”) and Entergy Louisiana Power, LLC (the “Successor”). Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement, dated as of August 14, 2015 (as further amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among Entergy Louisiana, LLC, Entergy Gulf States Louisiana, L.L.C., the Lenders and LC Issuing Banks parties thereto and Citibank, N.A., as the Administrative Agent.
ENTERGY GULF STATES POWER, LLCEighty-Second Supplemental Indenture • October 1st, 2015 • Entergy Gulf States Louisiana, LLC • Electric services
THIS EIGHTY-SECOND SUPPLEMENTAL INDENTURE, dated as of the 1st day of October, 2015, by and between ENTERGY GULF STATES POWER, LLC (as successor to Entergy Gulf States Louisiana, LLC, a Texas limited liability company (formerly Entergy Gulf States Louisiana, L.L.C., a Louisiana limited liability company) (hereinafter sometimes called the “Predecessor Company”) that was successor by merger to Entergy Gulf States, Inc. (formerly Gulf States Utilities Company), a Texas corporation (hereinafter sometimes called the “Original Company”)), a limited liability company duly organized and existing under the laws of the State of Texas (hereinafter sometimes called the “Company”), party of the first part, and THE BANK OF NEW YORK MELLON (formerly 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 indentur
successor to The Chase National Bank of the City of New York) As Trustee under Entergy Louisiana, LLC’s Mortgage and Deed of Trust dated as of April 1, 1944Eighty-Second Supplemental Indenture • October 1st, 2015 • Entergy Gulf States Louisiana, LLC • Electric services • Louisiana
Indenture, dated as of October 1, 2015, between ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas (formerly Entergy Louisiana Power, LLC and hereinafter sometimes called the “Company”), as successor to ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas organized on December 31, 2005 (hereinafter sometimes called the “Predecessor Company”), successor to ENTERGY LOUISIANA, INC., a corporation of the State of Louisiana converted to a corporation of the State of Texas on December 31, 2005 (hereinafter sometimes called the “Louisiana Company”), which was the successor by merger to LOUISIANA POWER & LIGHT COMPANY, a corporation of the State of Florida (hereinafter sometimes called the “Florida Company”), whose post office address is 446 North Boulevard, Baton Rouge, Louisiana 70802, and THE BANK OF NEW YORK MELLON, a New York banking corporation (successor to THE CHASE NATIONAL BANK OF THE CITY OF NEW YORK) whose principal office is located at 1
