Exhibit
10(a)25
[EXECUTION
COPY]
THIRTY-FIFTH
ASSIGNMENT OF AVAILABILITY AGREEMENT,
CONSENT AND AGREEMENT
This Thirty-fifth Assignment of Availability Agreement, Consent
and Agreement (hereinafter referred to as this "
Assignment "), dated as of December 22, 2003, is made
by and among System Energy Resources, Inc. (the "
Company "), Entergy Arkansas, Inc. ("
EAI ") (successor in interest to Arkansas Power &
Light Company and Arkansas-Missouri Power Company ("
Ark-Mo ")), Entergy Louisiana, Inc. ("
ELI "), Entergy Mississippi, Inc. ("
EMI "), and Entergy New Orleans, Inc. ("
ENOI ") (hereinafter EAI, ELI, EMI and ENOI are
called individually a " System Operating Company "
and collectively, the " System Operating Companies
"), and Union Bank of California, N.A., as Administrating Bank (in
such capacity, the " Administrating Bank ") under the
Reimbursement Agreement, dated as of December 22, 2003 (as amended,
restated, supplemented or otherwise modified from time to time, the
" Reimbursement Agreement "), among the Company,
Union Bank of California, N.A., as Funding Bank (in such capacity,
the " Funding Bank "), the Administrating Bank,
KeyBank National Association, as Syndication Agent, Banc One
Capital Markets, Inc., as Documentation Agent, and the banks named
therein (the " Participating Banks "). Unless
otherwise defined herein, capitalized terms used herein shall have
the meaning assigned to such terms in the Reimbursement
Agreement.
WHEREAS:
A.
Entergy Corporation (formerly Middle South Utilities, Inc.) ("
Entergy ") owns all of the outstanding common stock
of the Company and each of the System Operating Companies, and the
Company has a 90% undivided ownership and leasehold interest in
Unit 1 of the Grand Gulf Nuclear Electric Station project (more
fully described in the " Indenture " hereinafter
referred to).
B. Prior hereto, (i) the Company, Manufacturers Hanover Trust
Company, as agent for certain banks (the " Domestic
Agent "), and said banks entered into an Amended and
Restated Bank Loan Agreement dated as of June 30, 1977 (the "
Amended and Restated Agreement "), the First
Amendment thereto dated as of March 20, 1980 (the " First
Bank Loan Amendment "), the Second Amended and Restated
Bank Loan Agreement dated as of June 15, 1981 as amended by the
First Amendment dated as of February 5, 1982 (as so amended, the "
Second Amended and Restated Bank Loan Agreement "),
and the Second Amendment of the Second Amended and Restated Bank
Loan Agreement, dated as of June 30, 1983, as further amended by
the Third Amendment thereto dated as of December 30, 1983 and the
Fourth Amendment thereto dated as of June 28, 1984 (as so further
amended, the " Second Bank Loan Second Amendment ");
(ii) the banks party to the Amended and Restated Agreement made
loans to the Company in the aggregate principal amount of
$565,000,000 and pursuant to the First Assignment of Availability
Agreement, Consent and Agreement (substantially in the form of this
Assignment), dated as of June 30, 1977, between the Company, the
System Operating Companies, Ark-Mo and the Domestic Agent (the "
First Assignment of Availability Agreement "), the
Company assigned to the Domestic Agent (for the benefit of such
banks), as collateral security for the above loans, certain of the
Company's rights under an Availability Agreement dated as of June
21, 1974, as amended by the First Amendment thereto dated as of
June 30, 1977 (the " Original Availability Agreement
"), between the Company, the System Operating Companies and Ark-Mo;
(iii) the First Bank Loan Amendment, among other things, increased
the amount of the loans to be made by the banks party thereto to
$808,000,000 and pursuant to the Fourth Assignment of Availability
Agreement, Consent and Agreement (also substantially in the form of
this Assignment), dated as of March 20, 1980 (the " Fourth
Assignment of Availability Agreement "), the Company's same
rights under the Original Availability Agreement were further
assigned as collateral security for the loans made under the
Amended and Restated Agreement as amended by the First Bank Loan
Agreement; (iv) the Second Amended and Restated Bank Loan Agreement
provided, among other things, for (a) the making of revolving
credit loans by the banks named therein to the Company from time to
time in an aggregate amount not in excess of $1,311,000,000 at any
one time outstanding, and (b) the making of a term loan by said
banks in an aggregate amount not to exceed $1,311,000,000, and
pursuant to the Fifth Assignment of Availability Agreement, Consent
and Agreement (also substantially in the form of this Assignment),
dated as of June 15, 1981 (the " Fifth Assignment of
Availability Agreement "), the Company's same rights under
the original Availability Agreement, as amended by the Second
Amendment thereto dated June 15, 1981, were further assigned as
collateral security for the loans made under the Second Amended and
Restated Bank Loan Agreement; and (v) the Second Bank Loan Second
Amendment, among other things, increased the amount of the loans to
be made by the banks party thereto to $1,711,000,000 and pursuant
to the Eighth Assignment of Availability Agreement, Consent and
Agreement (also substantially in the form of this Assignment),
dated as of June 30, 1983 (the " Eighth Assignment of
Availability Agreement "), the Company's same rights under
the Original Availability Agreement, as amended by the Second
Amendment thereto dated June 15, 1981, were further assigned as
collateral security for the loans made under the Second Amended and
Restated Bank Loan Agreement, as amended by the Second Bank Loan
Second Amendment.
C. Prior hereto (i) the Company, the System Operating Companies,
Ark-Mo, and United States Trust Company of New York and Malcolm J.
Hood (Gerard F. Ganey, successor), each as trustee (collectively,
the " Trustees ") for the holders of $400,000,000
aggregate principal amount of the Company's First Mortgage Bonds,
9.25% Series due 1989 (the " First Series Bonds ")
issued under a Mortgage and Deed of Trust dated as of June 15, 1977
between the Company and the Trustees (the " Mortgage
"), as supplemented by a First Supplemental Indenture dated as of
June 15, 1977 between the Company and the Trustees (the Mortgage as
so supplemented and as supplemented by a Second Supplemental
Indenture dated as of January 1, 1980, a Third Supplemental
Indenture dated as of June 15, 1981, a Fourth Supplemental
Indenture dated as of June 1, 1984, a Fifth Supplemental Indenture
dated as of December 1, 1984, a Sixth Supplemental Indenture dated
as of May 1, 1985, a Seventh Supplemental Indenture dated as of
June 15, 1985, an Eighth Supplemental Indenture dated as of May 1,
1986, a Ninth Supplemental Indenture dated as of May 1, 1986, a
Tenth Supplemental Indenture dated as of September 1, 1986, an
Eleventh Supplemental Indenture dated as of September 1, 1986, a
Twelfth Supplemental Indenture dated as of September 1, 1986, a
Thirteenth Supplemental Indenture dated as of November 15, 1987, a
Fourteenth Supplemental Indenture dated as of December 1, 1987, a
Fifteenth Supplemental Indenture dated as of July 1, 1992, a
Sixteenth Supplemental Indenture dated as of October 1, 1992, a
Seventeenth Supplemental Indenture dated as of October 1, 1992, and
an Eighteenth Supplemental Indenture dated as of April 1, 1993, and
as the same may from time to time hereafter be amended and
supplemented in accordance with its terms, being hereinafter called
the " Indenture "), entered into the Second
Assignment of Availability Agreement, Consent and Agreement dated
as of June 30, 1977 (the " Second Assignment of Availability
Agreement ") (substantially in the form of this Assignment)
to secure the First Series Bonds; (ii) the Company, the System
Operating Companies and the Trustees, as trustees for the holders
of $98,500,000 aggregate principal amount of the Company's First
Mortgage Bonds, 12.50% Series due 2000 (the " Second Series
Bonds ") issued under the Mortgage, as supplemented by a
Second Supplemental Indenture, dated as of January 1, 1980, between
the Company and the Trustees, entered into the Third Assignment of
Availability Agreement, Consent and Agreement dated as of January
1, 1980 (the " Third Assignment of Availability
Agreement ") (also substantially in the form of this
Assignment) to secure the Second Series Bonds; (iii) the Company,
the System Operating Companies and the Trustees, as trustees for
the holders of $300,000,000 aggregate principal amount of the
Company's First Mortgage Bonds, 16% Series due 2000 (the "
Third Series Bonds ") issued under the Mortgage, as
supplemented by a Fifth Supplemental Indenture dated as of December
1, 1984 between the Company and the Trustees, entered into the
Eleventh Assignment of Availability Agreement, Consent and
Agreement dated as of December 1, 1984 (the " Eleventh
Assignment of Availability Agreement ") (also substantially
in the form of this Assignment) to secure the Third Series Bonds;
(iv) the Company, the System Operating Companies and the Trustees,
as trustees for the holders of $100,000,000 aggregate principal
amount of the Company's First Mortgage Bonds, 15.375% Series due
2000 (the " Fourth Series Bonds ") issued under the
Mortgage, as supplemented by a Sixth Supplemental Indenture, dated
as of May 1, 1985, between the Company and the Trustees, entered
into the Thirteenth Assignment of Availability Agreement, Consent
and Agreement dated as of May 1, 1985 (the " Thirteenth
Assignment of Availability Agreement ") (also substantially
in the form of this Assignment) to secure the Fourth Series Bonds;
(v) the Company, the System Operating Companies and the Trustees,
as trustees for the holders of $300,000,000 aggregate principal
amount of the Company's First Mortgage Bonds, 11% Series due 2000
(the " Seventh Series Bonds ") issued under the
Mortgage, as supplemented by a Ninth Supplemental Indenture, dated
as of May 1, 1986, between the Company and the Trustees, entered
into the Sixteenth Assignment of Availability Agreement, Consent
and Agreement dated as of May 1, 1986 (the " Sixteenth
Assignment of Availability Agreement ") (also substantially
in the form of this Assignment) to secure the Seventh Series Bonds;
(vi) the Company, the System Operating Companies and the Trustees,
as trustees for the holders of $300,000,000 aggregate principal
amount of the Company's First Mortgage Bonds, 9 7/8% Series due
1991 (the " Eighth Series Bonds ") issued under the
Mortgage, as supplemented by a Tenth Supplemental Indenture, dated
as of September 1, 1986, between the Company and the Trustees,
entered into the Seventeenth Assignment of Availability Agreement,
Consent and Agreement dated as of September 1, 1986 (the "
Seventeenth Assignment of Availability Agreement ")
(also substantially in the form of this Assignment) to secure the
Eighth Series Bonds; (vii) the Company, the System Operating
Companies and the Trustees, as trustees for the holders of
$250,000,000 aggregate principal amount of the Company's First
Mortgage Bonds, 10-1/2 Series due 1996 (the " Ninth Series
Bonds ") issued under the Mortgage, as supplemented by an
Eleventh Supplemental Indenture, dated as of September 1, 1986,
between the Company and the Trustees, entered into the Eighteenth
Assignment of Availability Agreement, Consent and Agreement dated
as of September 1, 1986 (the " Eighteenth Assignment of
Availability Agreement ") (also substantially in the form
of this Assignment) to secure the Ninth Series Bonds; (viii) the
Company, the System Operating Companies and the Trustees, as
trustees for the holders of $200,000,000 aggregate principal amount
of the Company's First Mortgage Bonds, 11 3/8% Series due 2016 (the
" Tenth Series Bonds ") issued under the Mortgage, as
supplemented by a Twelfth Supplemental Indenture, dated as of
September 1, 1986, between the Company and the Trustees, entered
into the Nineteenth Assignment of Availability Agreement, Consent
and Agreement dated as of September 1, 1986 (the " Nineteenth
Assignment of Availability Agreement ") (also substantially
in the form of this Assignment) to secure the Tenth Series Bonds;
(ix) the Company, the System Operating Companies and the Trustees,
as trustees for the holders of $200,000,000 aggregate principal
amount of the Company's First Mortgage Bonds, 14% Series due 1994
(the " Eleventh Series Bonds ") issued under the
Mortgage, as supplemented by a Thirteenth Supplemental Indenture,
dated as of November 15, 1987, between the Company and the
Trustees, entered into the Twentieth Assignment of Availability
Agreement, Consent and Agreement dated as of November 15, 1987 (the
" Twentieth Assignment of Availability Agreement ")
(also substantially in the form of this Assignment) to secure the
Eleventh Series Bonds; (x) the Company, the System Operating
Companies and the Trustees, as trustees for the holders of
$100,000,000 aggregate principal amount of the Company's First
Mortgage Bonds, 14.34% Series due 1992 (the " Twelfth Series
Bonds ") issued under the Mortgage, as supplemented by a
Fourteenth Supplemental Indenture, dated as of December 1, 1987,
between the Company and the Trustees, entered into the Twenty-first
Assignment of Availability Agreement, Consent and Agreement dated
as of December 1, 1987 (the " Twenty-first Assignment of
Availability Agreement ") (also substantially in the form
of this Assignment) to secure the Twelfth Series Bonds; (xi) the
Company, the System Operating Companies and the Trustees, as
trustees for the holders of $45,000,000 aggregate principal amount
of the Company's First Mortgage Bonds, 8.40% Series due 2002 (the "
Thirteenth Series Bonds ") issued under the Mortgage,
as supplemented by a Fifteenth Supplemental Indenture, dated as of
July 1, 1992, between the Company and the Trustees, entered into
the Twenty-fourth Assignment of Availability Agreement, Consent and
Agreement dated as of July 1, 1992 (the " Twenty-fourth
Assignment of Availability Agreement ") (also substantially
in the form of this Assignment) to secure the Thirteenth Series
Bonds; (xii) the Company, the System Operating Companies and the
Trustees, as trustees for the holders of $105,000,000 aggregate
principal amount of the Company's First Mortgage Bonds, 6.12%
Series due 1995 (the " Fourteenth Series Bonds ")
issued under the Mortgage, as supplemented by a Sixteenth
Supplemental Indenture, dated as of October 1, 1992, between the
Company and the Trustees, entered into the Twenty-fifth Assignment
of Availability Agreement, Consent and Agreement dated as of
October 1, 1992 (the " Twenty-fifth Assignment of
Availability Agreement ") (also substantially in the form
of this Assignment) to secure the Fourteenth Series Bonds; (xiii)
the Company, the System Operating Companies and the Trustees, as
trustees for the holders of $70,000,000 aggregate principal amount
of the Company's First Mortgage Bonds, 8.25% Series due 2002 (the "
Fifteenth Series Bonds ") issued under the Mortgage,
as supplemented by a Seventeenth Supplemental Indenture, dated as
of October 1, 1992, between the Company and the Trustees,
entered into a Twenty-sixth Assignment of Availability Agreement,
Consent and Agreement dated as of October 1, 1992 (the "
Twenty-sixth Assignment of Availability Agreement ")
(also substantially in the form of this Assignment) to secure the
Fifteenth Series Bonds; (xiv) the Company, the System Operating
Companies and the Trustees, as trustees for the holders of
$60,000,000 aggregate principal amount of the Company's First
Mortgage Bonds, 6% Series due 1998 (the " Sixteenth Series
Bonds ") issued under the Mortgage, as supplemented by an
Eighteenth Supplemental Indenture, dated as of April 1, 1993,
between the Company and the Trustees, entered into a Twenty-seventh
Assignment of Availability Agreement, Consent and Agreement dated
as of April 1, 1993 (the " Twenty-seventh Assignment of
Availability Agreement ") (also substantially in the form
of this Assignment) to secure the Sixteenth Series Bonds; (xv)
Entergy, the Company and the Trustees, as trustees for the holders
of $60,000,000 aggregate principal amount of the Company's First
Mortgage Bonds, 7.58% Series due 1999 (the " Seventeenth
Series Bonds ") issued under the Mortgage, as supplemented
by a Nineteenth Supplemental Indenture, dated as of April 1, 1994,
between the Company and the Trustees, entered into the Twenty-ninth
Assignment of Availability Agreement, Consent and Agreement dated
as of April 1, 1994 (the " Twenty-ninth Assignment of
Availability Agreement ") (also substantially in the form
of this Agreement), to secure the Seventeenth Series Bonds; (xvi)
Entergy, the Company and the Trustees, as trustees for the holders
of $100,000,000 aggregate principal amount of the Company's First
Mortgage Bonds, 7.28% Series due 1999 (the " Eighteenth
Series Bonds ") issued under the Mortgage, as supplemented
by a Twentieth Supplemental Indenture, dated as of August 1, 1996,
between the Company and the Trustees, entered into the Thirtieth
Assignment of Availability Agreement, Consent and Agreement dated
as of August 1, 1996 (the " Thirtieth Assignment of
Availability Agreement ") (also substantially in the form
of this Agreement) to secure the Eighteenth Series Bonds; (xvii)
Entergy, the Company and the Trustees, as trustees for the holders
of $135,000,000 aggregate principal amount of the Company's First
Mortgage Bonds, 7.7% Series due 2000 (the " Nineteenth Series
Bonds ") issued under the Mortgage, as supplemented by a
Twenty-first Supplemental Indenture, dated as of August 1, 1996,
between the Company and the Trustees, entered into the Thirty-first
Assignment of Availability Agreement, Consent and Agreement dated
as of August 1, 1996 (the " Thirty-first Assignment of
Availability Agreement ") (also substantially in the form
of this Agreement) to secure the Nineteenth Series Bonds; and
(xviii) Entergy, the Company and the Trustees, as trustees for the
holders of $70,000,000 aggregate principal amount of the Company's
First Mortgage Bonds, 4 7/8% Series due 2007 (the " Twentieth
Series Bonds ") issued under the Mortgage, as supplemented
by a Twenty-second Supplemental Indenture, dated as of September 1,
2002, between the Company and the Trustees, entered into the
Thirty-fourth Assignment of Availability Agreement, Consent and
Agreement dated as of September 1, 2002 (the " Thirty-fourth
Assignment of Availability Agreement ") (also substantially
in the form of this Agreement) to secure the Twentieth Series
Bonds.
D.
The Original Availability Agreement has been amended by the First
Amendment thereto dated as of June 30, 1977, the Second Amendment
thereto dated June 15, 1981, the Third Amendment thereto dated June
28, 1984 and the Fourth Amendment thereto dated as of June 1, 1989
(the Original Availability Agreement, as so amended and as it may
be further amended and supplemented, is hereinafter referred to as
the " Availability Agreement ").
E.
Unit 1 and Unit 2 of the Project have been designated by the
Company and the System Operating Companies as being subject to the
Availability Agreement and as being System Entergy Generating Units
(as defined in the Availability Agreement) thereunder.
F. The Company, Credit Suisse First Boston Limited, as agent for
certain banks (the " Eurodollar Agent "), and said
banks (including successors and assignees and such other banks as
became party to the Loan Facility as defined below, the "
Eurodollar Banks ") were parties to the Loan
Agreement (the " Original Eurodollar Loan Agreement
") dated February 5, 1982 (as amended, the " Loan
Facility "). Under the Original Eurodollar Loan Agreement,
the banks party thereto made loans to the Company in the aggregate
principal amount of $315,000,000 and, pursuant to the Sixth
Assignment of Availability Agreement, Consent and Agreement
(substantially in the form of this Assignment) dated as of February
5, 1982 between the Company, the System Operating Companies and the
Eurodollar Agent (the " Sixth Assignment of Availability
Agreement "), the Company assigned to the Eurodollar Agent
(for the benefit of said banks), as collateral security for the
above loans, certain of the Company's rights under the Availability
Agreement. The Company, the Eurodollar Agent and the Eurodollar
Banks were parties to the First Amendment dated as of February 18,
1983 to the Loan Facility which, among other things, increased the
amount of the loans to be made by the Eurodollar Banks to
$378,000,000 and, pursuant to the Seventh Assignment of
Availability Agreement, Consent and Agreement (also substantially
in the form of this Assignment) dated as of February 18, 1983
between the Company, the System Operating Companies and the
Eurodollar Agent (the " Seventh Assignment of Availability
Agreement "), the Company assigned to the Eurodollar Agent
(for the benefit of the Eurodollar Banks), as collateral security
for such loans, certain of the Company's rights under the
Availability Agreement.
G. The Company and Citibank, N.A. (the " Series A
Bank ") were parties to a letter of credit and
reimbursement agreement dated as of December 1, 1983 (the "
Series A Reimbursement Agreement "), which provided,
among other things, for the issuance by the Series A Bank for the
account of the Company of an irrevocable transferable letter of
credit in support of the Claiborne County, Mississippi
Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South
Energy, Inc. Project) Series A (the " Series A Bonds
"), issued by Claiborne County, Mississippi pursuant to a trust
indenture dated as of December 1, 1983 naming Deposit Guaranty
National Bank as trustee. Pursuant to the Ninth Assignment of
Availability Agreement, Consent and Agreement (also substantially
in the form of this Assignment), dated as of December 1, 1983,
between the Company, the System Operating Companies, the Series A
Bank and Deposit Guaranty National Bank, as trustee (the "
Ninth Assignment of Availability Agreement "), the
Company assigned to the Series A Bank and Deposit Guaranty National
Bank, as trustee, as collateral security for the Company's
obligations under the Series A Reimbursement Agreement and the
Series A Bonds, certain of the Company's rights under the
Availability Agreement.
H. The Company and Citibank, N.A. (the " Series B
Bank ") were parties to a letter of credit and
reimbursement agreement dated as of June 1, 1984 (the "
Series B Reimbursement Agreement "), which provided,
among other things, for the issuance by the Series B Bank for the
account of the Company of an irrevocable transferable letter of
credit in support of the Claiborne County, Mississippi
Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South
Energy, Inc. Project) Series B (the " Series B Bonds
"), issued by Claiborne County, Mississippi pursuant to a trust
indenture dated as of June 1, 1984 naming Deposit Guaranty National
Bank as trustee. Pursuant to the Tenth Assignment of Availability
Agreement, Consent and Agreement (also substantially in the form of
this Assignment), dated as of June 1, 1984, between the Company,
the System Operating Companies, the Series B Bank and Deposit
Guaranty National Bank, as trustee (the " Tenth Assignment of
Availability Agreement "), the Company assigned to the
Series B Bank and Deposit Guaranty National Bank, as trustee, as
collateral security for the Company's obligations under the Series
B Reimbursement Agreement and the Series B Bonds, certain of the
Company's rights under the Availability Agreement.
I. The Company, Citibank, N.A., as a Co-Agent and as
Coordinating Agent, and Manufacturers Hanover Trust Company, as a
Co-Agent for a group of banks (the " Series C
Banks "), were parties to a letter of credit and
reimbursement agreement dated as of December 1, 1984 (the "
Series C Reimbursement Agreement ") which provided,
among other things, for the issuance by the Series C Banks for the
account of the Company of an irrevocable transferable letter of
credit in support of the Claiborne County, Mississippi
Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South
Energy, Inc. Project) Series C (the " Series C Bonds
"), issued by Claiborne County, Mississippi pursuant to a trust
indenture dated as of December 1, 1984 naming Deposit Guaranty
National Bank as trustee. Pursuant to the Twelfth Assignment of
Availability Agreement, Consent and Agreement (also substantially
in the form of this Assignment), dated as of December 1, 1984,
between the Company, the System Operating Companies, the Series C
Banks and Deposit Guaranty National Bank, as trustee (the "
Twelfth Assignment of Availability Agreement "), the
Company assigned to the Series C Banks and Deposit Guaranty
National Bank, as trustee, as collateral security for the Company's
obligations under the Series C Reimbursement Agreement and the
Series C Bonds, certain of the Company's rights under the
Availability Agreement.
J. The Company, the System Operating Companies, the Trustees and
Deposit Guaranty National Bank, as holder of $47,208,334 aggregate
principal amount of the Company's First Mortgage Bonds, Pollution
Control Series A (the " Fifth Series Bonds ") issued
under the Mortgage, as supplemented by a Seventh Supplemental
Indenture dated as of June 15, 1985 between the Company and the
Trustees, entered into the Fourteenth Assignment of Availability
Agreement, Consent and Agreement dated as of June 15, 1985 (the "
Fourteenth Assignment of Availability Agreement ")
(also substantially in the form of this Assignment). The Fifth
Series Bonds were issued as security, in part, for the Claiborne
County, Mississippi 12 1/2% Pollution Control Revenue Bonds
due 2015 (Middle South Energy, Inc. Project) (the " Series D
Bonds "), issued by Claiborne County, Mississippi pursuant
to a trust indenture dated as of June 15, 1985 naming Deposit
Guaranty National Bank as trustee. Pursuant to the Fourteenth
Assignment of Availability Agreement, the Company assigned to the
Trustees and Deposit Guaranty National Bank, as collateral security
for the Company's obligations under the Series D Bonds, certain of
the Company's rights under the Availability Agreement.
K. The Company, the System Operating Companies, the Trustees and
Deposit Guaranty National Bank, as holder of $95,643,750 aggregate
principal amount of the Company's First Mortgage Bonds, Pollution
Control Series B (the " Sixth Series Bonds ") issued
under the Mortgage, as supplemented by an Eighth Supplemental
Indenture dated as of May 1, 1986 between the Company and the
Trustees, entered into the Fifteenth Assignment of Availability
Agreement, Consent and Agreement dated as of May 1, 1986 (the "
Fifteenth Assignment of Availability Agreement ")
(also substantially in the form of this Assignment). The Sixth
Series Bonds were issued as security, in part, for the Claiborne
County, Mississippi 9 1/2% Pollution Control Revenue Bonds due
2016 (Middle South Energy, Inc. Project) (the " Series E
Bonds "), issued by Claiborne County, Mississippi pursuant
to a trust indenture dated as of May 1, 1986 naming Deposit
Guaranty National Bank as trustee. Pursuant to the Fifteenth
Assignment of Availability Agreement, the Company assigned to the
Trustees and Deposit Guaranty National Bank, as collateral security
for the Company's obligations under the Series E Bonds, certain of
the Company's rights under the Availability Agreement.
L. The Company has entered into a sale and leaseback transaction
with respect to a portion of its undivided interest in Unit 1 and
to that end the Company has entered into, among other agreements,
(i) Facility Leases Nos. 1 and 2, dated as of December l, 1988,
among Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba,
successor) (collectively, the " Owner Trustee "), as
Owner Trustee, and the Company, each as supplemented by a separate
Lease Supplement No. 1 thereto, each dated as of April 1, 1989, and
a separate Lease Supplement No. 2 thereto, each dated as of January
1, 1994, (ii) a Participation Agreement No. 1, dated as of December
l, 1988, among Public Service Resources Corporation ("
PSRC ") as Owner Participant, the Loan Participants
listed therein, GGIA Funding Corporation, as Funding Corporation,
the Owner Trustee and the Company pursuant to which PSRC invested
$400,000,000 in an undivided interest in Unit 1 (which interest was
subsequently acquired by Resources Capital Management Corporation
from PSRC and subsequently acquired by RCMC I, Inc. (formerly known
as RCMC Del., Inc.) from Resources Capital Management Corporation),
and a Participation Agreement No. 2, dated as of December 1, 1988,
among Lease Management Realty Corporation IV (" LMRC
") as Owner Participant, the Loan Participants listed therein, GGIA
Funding Corporation, as Funding Corporation, the Owner Trustee and
the Company pursuant to which LMRC invested $100,000,000 in an
undivided interest in Unit 1 (which interest was subsequently
acquired by Textron Financial Corporation from LMRC) (the owner
participants under all such participation agreements being referred
to as the " Owner Participants ") and (iii) the
Original Reimbursement Agreement which provided, among other
things, (x) for the issuance by the funding bank named therein (the
" 1988 Funding Bank "), for the account of the
Company, of irrevocable transferable letters of credit (the "
1988 LOCs ") to the Owner Participants to secure
certain obligations of the Company to the Owner Participants
substantially in the form of Exhibit A to the Original
Reimbursement Agreement with maximum amounts of $104,000,000 and
$26,000,000, respectively, (y) for the reimbursement to such 1988
Funding Bank by the participating banks named therein (the "
1988 Participating Banks ") for all drafts paid by
such 1988 Funding Bank under any 1988 LOC and (z) for the
reimbursement by the Company to such 1988 Funding Bank for the
benefit of the 1988 Participating Banks of sums equal to all drafts
paid by such 1988 Funding Bank under any 1988 LOC. Pursuant to the
Twenty-second Assignment of Availability Agreement, Consent and
Agreement (substantially in the form of this Assignment), dated as
of December 1, 1988 (the " Twenty-second Assignment of
Availability Agreement "), the Company assigned to the
Administrating Bank referred to in the Original Reimbursement
Agreement, as collateral security for the Company's obligations
under the Original Reimbursement Agreement, certain of the
Company's rights under the A
