AMENDED and RESTATED COMPANY AGREEMENT OFCompany Agreement • December 3rd, 2018 • Entergy Arkansas Inc • Electric services • Texas
This Amended and Restated Company Agreement of ENTERGY ARKANSAS, LLC (the “Agreement”) is executed as of December 1, 2018 to be effective as of the date and upon such time on which the Certificate of Formation is filed with and accepted by the Texas Secretary of State (the “Effective Date”) by 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.
BORROWER ASSUMPTION AGREEMENTBorrower Assumption Agreement • December 3rd, 2018 • Entergy Arkansas Inc • Electric services • New York
This Borrower Assumption Agreement (this “Borrower Assumption Agreement”) is dated as of November 30, 2018 and is entered into by and among ENTERGY ARKANSAS, INC., a Texas corporation (the “Predecessor”), and ENTERGY ARKANSAS POWER, LLC, a Texas limited liability company (the “Successor”). Capitalized terms used but not defined herein shall have the meanings given to them in the Second Amended and Restated Credit Agreement, dated as of September 14, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among Entergy Arkansas, Inc., the Lenders and LC Issuing Banks parties thereto and Citibank, N.A., as the Administrative Agent.
PLAN OF MERGER OF ENTERGY ARKANSAS, INC. AND ENTERGY ARKANSAS POWER, LLCPlan of Merger Of • December 3rd, 2018 • Entergy Arkansas Inc • Electric services
This Plan of Merger (this “Plan”) is entered into on November 26, 2018 by and between Entergy Arkansas, Inc., a Texas corporation (“EAI”), and Entergy Arkansas Power, LLC, a Texas limited liability company (“EAP”), with respect to the merger contemplated herein (the “Merger”) and certifies and sets forth the following:
ENTERGY ARKANSAS POWER, LLC (successor to Entergy Arkansas, Inc.) TO DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York) AND (as to property, real or personal, situated or being in Missouri) THE BANK OF NEW YORK...Supplemental Indenture • December 3rd, 2018 • Entergy Arkansas Inc • Electric services • New York
INDENTURE, dated as of November 30, 2018, between ENTERGY ARKANSAS POWER, LLC, a limited liability company of the State of Texas (to be renamed Entergy Arkansas, LLC and hereinafter sometimes called the “Company”), as successor to Entergy Arkansas, Inc., a corporation of the State of Arkansas converted to a corporation of the State of Texas on November 19, 2018 (hereinafter sometimes called the “Original Company”), whose post office address is 425 West Capitol, Little Rock, Arkansas 72201, and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a New York banking corporation, whose post office address is 60 Wall Street, 16th Floor, New York, New York 10005 (hereinafter sometimes called the “Corporate Trustee”), and (as to property, real or personal, situated or being in Missouri) THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (successor to Marvin A. Mueller), whose mailing address is 10161 Centurion Parkway, Jacksonville, Florida 322
