RESTRICTED STOCK UNITS AGREEMENT (STOCK SETTLED)Restricted Stock Units Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • Delaware
THIS RESTRICTED STOCK UNITS AGREEMENT (the “Agreement”), by and between Entergy Corporation (“Entergy” or the “Company”) and [NAME] (“Grantee”), is effective on [DATE], 2018 (the “Effective Date”), [subject to Grantee remaining a regular full-time employee of an Entergy System Company employer (a “System Company Employer”) through such date] [for new hires: “subject to Grantee becoming a regular full-time employee of an Entergy System Company employer (a “System Company Employer”) on or prior to such date”]. For purposes of this Agreement, Entergy shall include any successor to its business or assets by operation of law or otherwise and any entity that assumes or agrees to perform this Agreement.
ContractPerformance Unit Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • Delaware
Pursuant to the 2015 Equity Ownership Plan of Entergy Corporation and Subsidiaries (the “Plan”), you are eligible to participate at a target Achievement Level (as defined below) of that number of performance units (the “Target Performance Units”) (based upon an Achievement Level of 100%) set forth under the heading “Total Granted” on the Performance Unit Grant Notice to which this Agreement is attached (the “Grant Notice”) for the performance period commencing January 1, 2018 and ending December 31, 2020 (the “Performance Period”), subject to the terms of the Plan and to the following terms and conditions:
FUEL LEASE Dated as of December 22, 1988 between RIVER FUEL TRUST #1,Fuel Lease • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • New York
THIS LEASE HAS BEEN MANUALLY EXECUTED IN FIFTEEN COUNTERPARTS, NUMBERED CONSECUTIVELY FROM 1 TO 15. NO SECURITY INTEREST IN THIS LEASE OR IN ANY OF LESSOR’S RIGHTS AND INTERESTS UNDER THIS LEASE MAY BE PERFECTED BY THE POSSESSION OF ANY SUCH COUNTERPART OTHER THAN COUNTERPART NO. 1.
ContractRestricted Stock Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • Delaware
Stock Option Agreement (“Agreement”) - Under the 2015 Equity Ownership Plan of Entergy Corporation and SubsidiariesStock Option Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • Delaware
The Personnel Committee of the Board of Directors (“Committee”) of Entergy Corporation (the “Company”) has agreed to grant you, pursuant to the 2015 Equity Ownership Plan of Entergy Corporation and Subsidiaries (the “Plan”), a nonstatutory stock option (the “Option”) to purchase that number of shares of Entergy Corporation common stock (the “Com-mon Stock”) set forth on the Stock Option Grant Notice to which this Agreement is attached (the “Grant Notice”) at the Award Price set forth on the Grant Notice (the “Exercise Price”), subject to the Plan and the following terms and conditions:
FACILITY LEASE NO. 2Facility Lease • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • New York
ARKANSAS POWER & LIGHT COMPANY to MORGAN GUARANTY TRUST COMPANY OF NEW YORKForty-First Supplemental Indenture • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • Louisiana
INDENTURE, dated as of July 1, 1989, between ARKANSAS POWER & LIGHT COMPANY, a corporation of the State of Arkansas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the “Company”), and MORGAN GUARANTY TRUST COMPANY OF NEW YORK (formerly Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 23 Wall Street, New York, New York 10015 (hereinafter sometimes called the “Corporate Trustee”), and JOHN W. FLAHERTY (successor to Henry A. Theis, Herbert E. Twyeffort and Grainger S. Greene), whose post office address is 805 Harding Street, Westfield, New Jersey 07090 and (as to property, real or personal, situated or being in Missouri) THE BOATMEN’S NATIONAL BANK OF ST. LOUIS, a national banking association existing under the laws of the United States of America (successor to Marvin A. Mueller), whose post office address is 510 Locust St., St. Louis, Missouri 63101 (said John W. Flaherty be
NEW ORLEANS PUBLIC SERVICE INC. TO BANK OF MONTREAL TRUST COMPANY And As Trustees under New Orleans Public Service Inc.’s Mortgage and Deed of Trust, dated as of May 1, 1987 THIRD SUPPLEMENTAL INDENTURE Providing among other things for General and...Third Supplemental Indenture • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of March 1, 1993, between NEW ORLEANS PUBLIC SERVICE INC., a corporation of the State of Louisiana, whose post office address is 317 Baronne Street, New Orleans, Louisiana 70112 and BANK OF MONTREAL TRUST COMPANY, a corporation of the State of New York, whose principal office is located at 77 Water Street, New York, New York 10005 and Z. GEORGE KLODNICKI, whose post office address is 87 Prospect Avenue, Westwood, New Jersey 07675, as trustees under the Mortgage and Deed of Trust, dated as of May 1, 1987, executed and delivered by the Company (herein called the “Original Indenture”; the Original Indenture and any and all indentures and instruments supplemental thereto being herein called the “Indenture”);
FIRST AMENDMENT TO CAPITAL FUNDS AGREEMENT Between ENTERGY CORPORATION and SYSTEM ENERGY RESOURCES, INC.Capital Funds Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined
THIS First AMENDMENT, dated as of the 1st day of June, 1989, between Entergy Corporation (Entergy) and System Energy Resources, Inc. (System Energy), to the Capital Funds Agreement, dated as of June 21, 1974, between Middle South Utilities, Inc. and Middle South Energy, Inc. (Capital Funds Agreement), WITNESSETH THAT:
CAPITAL FUNDS AGREEMENTCapital Funds Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined
THIS AGREEMENT dated as of June 21, 1974 by and between Middle South Utilities, Inc. (Middle South) and Middle South Energy, Inc. (Company);
SECOND AMENDMENT TO AVAILABILITY AGREEMENT BETWEEN MIDDLE SOUTH ENERGY, INC. AND ARKANSAS POWER & LIGHT COMPANY, LOUISIANA POWER & LIGHT COMPANY, MISSISSIPPI POWER & LIGHT COMPANY, and NEW ORLEANS PUBLIC SERVICE INC.Availability Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined
THIS SECOND AMENDMENT, dated as of the 15th day of June, 1981, between Middle South Energy, Inc. (MSE) and Arkansas Power & Light Company (AP&L), Louisiana Power & Light Company (LP&L), Mississippi Power & Light Company (MP&L) and New Orleans Public Service Inc. (NOPSI), to the Availability Agreement, dated as of the 21st day of June, 1974, between MSE and AP&L, Arkansas-Missouri Power Company (Ark-Mo), LP&L, MP&L and NOPSI, as amended by the First Amendment thereto dated as of June 30, 1977 (Availability Agreement), WITNESSETH THAT:
NEW ORLEANS PUBLIC SERVICE INC. TO BANK OF MONTREAL TRUST COMPANY AND AS TRUSTEES Mortgage and Deed of Trust Dated as of May 1, 1987Mortgage and Deed of Trust • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • Louisiana
INDENTURE, dated as of the 1st day of May, 1987, made and entered into by and among NEW ORLEANS PUBLIC SERVICE INC., a corporation of the State of Louisiana, whose post office address is 317 Baronne Street, New Orleans, Louisiana 70112 (hereinafter sometimes called the Company), party of the first part, and BANK OF MONTREAL TRUST COMPANY, a corporation of the State of New York, whose principal office is located at Two Wall Street, New York, New York 10005 (hereinafter sometimes called the Trustee), and Z. GEORGE KLODNICKI, whose post office address is 87 Prospect Avenue, Westwood, New Jersey 07675 (hereinafter sometimes called the Co-Trustee), parties of the second part (the Trustee and the Co-Trustee being hereinafter collectively sometimes called the Trustees);
FOURTH AMENDMENT TO AVAILABILITY AGREEMENT Between SYSTEM ENERGY RESOURCES, INC. And ARKANSAS POWER & LIGHT COMPANY, LOUISIANA POWER & LIGHT COMPANY, MISSISSIPPI POWER & LIGHT COMPANY, and NEW ORLEANS PUBLIC SERVICE INC.Availability Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined
This Fourth AMENDMENT, dated as of the 1st day of June, 1989, between System Energy Resources, Inc. (System Energy), and Arkansas Power & Light Company (AP&L), Louisiana Power & Light Company (LP&L), Mississippi Power & Light Company (MP&L) and New Orleans Public Service Inc. (NOPSI), to the Availability Agreement, dated as of the 21st day of June, 1974, between Middle South Energy, Inc. and AP&L, Arkansas-Missouri Power Company, LP&L, MP&L and NOPSI, as amended by the First Amendment thereto dated as of June 30, 1977, the Second Amendment thereto dated as of June 15, 1981 and the Third Amendment thereto dated as of June 28, 1984 (Availability Agreement), WITNESSETH THAT:
FIRST AMENDMENT TO AVAILABILITY AGREEMENT Between MIDDLE SOUTH ENERGY, INC. And ARKANSAS POWER & LIGHT COMPANY, ARKANSAS-MISSOURI POWER COMPANY, LOUISIANA POWER & LIGHT COMPANY, MISSISSIPPI POWER & LIGHT COMPANY, and NEW ORLEANS PUBLIC SERVICE INC.Availability Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined
THIS FIRST AMENDMENT, dated as of the 30th day of June, 1977, between Middle South Energy, Inc. (MSE), and Arkansas Power & Light Company (AP&L), Arkansas-Missouri Power Company (Ark-Mo), Louisiana Power & Light Company (LP&L), Mississippi Power & Light Company (MP&L) and New Orleans Public Service Inc. (NOPSI), to the Availability Agreement, dated as of the 21st day of June, 1974, between MSE and AP&L, Ark-Mo, LP&L, MP&L and NOPSI (Availability Agreement), WITNESSETH THAT:
ARKANSAS POWER & LIGHT COMPANY to MORGAN GUARANTY TRUST COMPANY OF NEW YORKThirty-Ninth Supplemental Indenture • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • Louisiana
INDENTURE, dated as of December 1, 1985, between Arkansas Power & Light Company, a corporation of the State of Arkansas, whose post office address is First Commercial Building, Capitol Avenue and Broadway, Little Rock, Arkansas 72201 (hereinafter sometimes called the “Company”), and Morgan Guaranty Trust Company of New York (formerly Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 23 Wall Street, New York, New York 10015 (hereinafter sometimes called the “Corporate Trustee”), and John W. Flaherty (successor to Henry A. Theis, Herbert E. Twyeffort and Grainger S. Greene), whose post office address is 805 Harding Street, Westfield, New Jersey 07090 and (as to property, real or personal, situated or being in Missouri) The Boatmen’s National Bank of St. Louis, a national banking association existing under the laws of the United States of America (successor to Marvin A. Mueller), whose post office address is The Boatmen’s Tower, 100
REALLOCATION AGREEMENT AMONGReallocation Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined
THIS REALLOCATION AGREEMENT, dated as of the 28th day of July, 1981 among Arkansas Power & Light Company (AP&L), Louisiana Power & Light Company (LP&L), Middle South Energy, Inc. (MSE), Mississippi Power & Light Company (MP&L), and New Orleans Public Service Inc. (NOPSI), covers and pertains to the rights, benefits and obligations of the Parties with respect to the MSE share of the Grand Gulf Nuclear Project (Project) and in particular Section 4 of the Second Amendment to Availability Agreement dated June 15, 1981, and Section 3 of the Power Purchase Advance Payment Agreement dated June 15, 1981,
ContractFuel Lease • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • New York
THE MANUALLY EXECUTED COUNTERPARTS OF THIS FUEL LEASE ARE SERIALLY NUMBERED FROM 1 TO 20. NO SECURITY INTEREST IN, OR ASSIGNMENT OF, THIS FUEL LEASE MAY BE PERFECTED BY POSSESSION EXCEPT BY THE TRANSFER OF POSSESSION OF COUNTERPART NO. 1
MISSISSIPPI POWER & LIGHT COMPANY TO BANK OF MONTREAL TRUST COMPANY AND AS TRUSTEES Mortgage and Deed of Trust Dated as of February 1, 1988Mortgage and Deed of Trust • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • Louisiana
Form of each series shall specify the descriptive title, designation, date of bonds, rate or rates of interest, medium of payment, dates of maturity, dates for payment of interest, and place for payment of principal and interest 25
AVAILABILITY AGREEMENT BETWEEN MIDDLE SOUTH ENERGY, INC. AND ARKANSAS POWER & LIGHT COMPANY, ARKANSAS-MISSOURI POWER COMPANY, LOUISIANA POWER & LIGHT COMPANY, MISSISSIPPI POWER & LIGHT COMPANY, and NEW ORLEANS PUBLIC SERVICE INC.Availability Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined
THIS AGREEMENT, dated as of the 21st day of June, 1974, between Middle South Energy, Inc. (MSEI) and Arkansas Power & Light Company (AP&L), Arkansas‑Missouri Power Company (Ark-Mo), Louisiana Power & Light Company (LP&L), Mississippi Power & Light Company (MP&L) and New Orleans Public Service Inc. (NOPSI), Witnesseth That:
AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined
This AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) is dated and effective as of May 26, 2017 (the “Effective Date”) and amends the Fourth Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC (the “Company”), effective as of September 19, 2015 (the “LLC Agreement”). Capitalized terms used but not defined in this Amendment have the respective meanings assigned to such terms in the LLC Agreement.
THIRD AMENDMENT TO AVAILABILITY AGREEMENT Between MIDDLE SOUTH ENERGY. INC. And ARKANSAS POWER & LIGHT COMPANY, LOUISIANA POWER & LIGHT COMPANY, MISSISSIPPI POWER & LIGHT COMPANY, and NEW ORLEANS PUBLIC SERVICE INC.Availability Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined
This Third Amendment, dated as of the 28th day of June, 1984, between Middle South Energy, Inc. (MSE), and Arkansas Power & Light Company (AP&L), Louisiana Power & Light Company (LP&L), Mississippi Power & Light Company (MP&L) and New Orleans Public Service Inc. (NOPSI ), to the Availability Agreement, dated as of the 21st day of June, 1974, between MSE and AP&L, Arkansas-Missouri Power Company (Ark-Mo), LP&L, MP&L and NOPSI, as amended by the First Amendment thereto dated as of June 30, 1977 and the Second Amendment thereto dated as of June 15, 1981 (Availability Agreement), Witnesseth That:
THIRTEENTH SUPPLEMENTAL INDENTUREThirteenth Supplemental Indenture • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • Louisiana
INDENTURE, dated as of the 1st day of December, 1969, made and entered into by and between LOUISIANA POWER & LIGHT COMPANY, a corporation of the State of Florida, whose post office address is 142 Delaronde Street, New Orleans, Louisiana 70114 (hereinafter sometimes called the Company), party of the first part, and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national banking association existing under the laws of the United States of America (successor to The Chase National Bank of the City of New York), whose post office address is 1 Chase Manhattan Plaza, New York, New York 10015 (hereinafter sometimes called the Corporate Trustee), and CHARLES F. RUGE (successor to Carl E. Buckley), whose post office address is 80 Michael Street, Iselin, New Jersey 08830 (hereinafter sometimes called the Co-Trustee), as Trustees, parties of the second part (the Corporate Trustee and the Co-Trustee being hereinafter together sometimes called the Trustees), as Trustees under the Mortgage and Dee
ARKANSAS POWER & LIGHT COMPANY TO MORGAN GUARANTY TRUST COMPANY OF NEW YORK (formerly Guaranty Trust Company of New York) AND JOHN W. FLAHERTYThirty-First Supplemental Indenture • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • Louisiana
INDENTURE, dated as of February 1, 1979, between Arkansas Power & Light Company, a corporation of the State of Arkansas, whose post office address is First National Building, Capitol Avenue and Broadway, Little Rock, Arkansas 72203 (hereinafter sometimes called the “Company”), and Morgan Guaranty Trust Company of New York (formerly Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 23 Wall Street, New York, New York 10015 (hereinafter sometimes called the “Corporate Trustee”), and John W. Flaherty (successor to Henry A. Theis, Herbert E. Twyeffort and Grainger S. Greene), whose post office address is 805 Harding Street, Westfield, New Jersey 07090 (said John W. Flaherty being hereinafter sometimes called the “Co-Trustee”, and the Corporate Trustee and the Co-Trustee being hereinafter together sometimes called the “Trustees”), as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1944 (hereinafter sometimes called
ARKANSAS POWER & LIGHT COMPANY TO MORGAN GUARANTY TRUST COMPANY OF NEW YORK (formerly Guaranty Trust Company of New York) AND JOHN W. FLAHERTY (successor to Henry A. Theis, Herbert E. Twyeffort and Grainger S. Greene)Thirtieth Supplemental Indenture • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • Louisiana
INDENTURE, dated as of July 1, 1978, between Arkansas Power & Light Company, a corporation of the State of Arkansas, whose post office address is First National Building, Capitol Avenue and Broadway, Little Rock, Arkansas 72203 (hereinafter sometimes called the “Company”), and Morgan Guaranty Trust Company of New York (formerly Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 23 Wall Street, New York, New York 10015 (hereinafter sometimes called the “Corporate Trustee”), and John W. Flaherty (successor to Henry A. Theis, Herbert E. Twyeffort and Grainger S. Greene), whose post office address is 805 Harding Street, Westfield, New Jersey 07090 (said John W. Flaherty being hereinafter sometimes called the “Co-Trustee”, and the Corporate Trustee and the Co-Trustee being hereinafter together sometimes called the “Trustees”), as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1944 (hereinafter sometimes called the
