THIRTY-FIFTH SUPPLEMENTARY CAPITAL FUNDS AGREEMENT AND ASSIGNMENT

Exhibit 10(a)38

[EXECUTION COPY]

THIRTY-FIFTH SUPPLEMENTARY CAPITAL FUNDS
AGREEMENT AND ASSIGNMENT

This Thirty-fifth Supplementary Capital Funds Agreement and Assignment (hereinafter referred to as this "Agreement"), dated as of December 22, 2003, is made by and among Entergy Corporation ("Entergy"), System Energy Resources, Inc. (the "Company") 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 and the Company are parties to a Capital Funds Agreement dated as of June 21, 1974, as amended by a First Amendment thereto dated June 1, 1989 (the "Capital Funds Agreement").

B. Entergy owns all of the outstanding common stock of the Company, 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).

C.        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 Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of June 30, 1977, between Entergy, the Company and the Domestic Agent (the "First Supplementary Capital Funds Agreement"), the Company and Entergy supplemented their undertakings under the Capital Funds Agreement for the benefit of the Domestic Agent and such banks; (iii) the First Bank Loan Amendment, among other things, increased the amount of the loans made by the banks party thereto to $808,000,000 and pursuant to the Fourth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement), dated as of March 20, 1980 (the "Fourth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Domestic Agent and the banks 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 to the Company in an aggregate amount not to exceed $1,311,000,000, and, pursuant to the Fifth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement), dated as of June 15, 1981 (the "Fifth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Domestic Agent and the banks 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 Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement), dated as of June 30, 1983 (the "Eighth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Domestic Agent and the banks under the Second Amended and Restated Bank Loan Agreement, as amended by the Second Bank Loan Second Amendment.

D. Prior hereto (i) Entergy, the Company, 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 Supplementary Capital Funds Agreement and Assignment dated as of June 30, 1977 (the "Second Supplementary Capital Funds Agreement") (substantially in the form of this Agreement) to secure the First Series Bonds; (ii) Entergy, the Company 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 Supplementary Capital Funds Agreement and Assignment dated as of January 1, 1980 (the "Third Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Second Series Bonds; (iii) Entergy, the Company 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 Supplementary Capital Funds Agreement and Assignment dated as of December 1, 1984 (the "Eleventh Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Third Series Bonds; (iv) 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, 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 Supplementary Capital Funds Agreement and Assignment dated as of May 1, 1985 (the "Thirteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fourth Series Bonds; (v) Entergy, the Company 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 Supplementary Capital Funds Agreement and Assignment dated as of May 1, 1986 (the "Sixteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Seventh Series Bonds; (vi) Entergy, the Company 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 Supplementary Capital Funds Agreement and Assignment dated as of September 1, 1986 (the "Seventeenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Eighth Series Bonds; (vii) Entergy, the Company 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 Supplementary Capital Funds Agreement and Assignment dated as of September 1, 1986 (the "Eighteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Ninth Series Bonds; (viii) Entergy, the Company 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 Supplementary Capital Funds Agreement and Assignment dated as of September 1, 1986 (the "Nineteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Tenth Series Bonds; (ix) Entergy, the Company 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 Supplementary Capital Funds Agreement and Assignment dated as of November 15, 1987 (the "Twentieth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Eleventh Series Bonds; (x) 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, 14.34% Series due 1992 (the "Twelfth Series Bonds") issued under the Mortgage, as supplemented by a Fourteenth Supplemental Indenture, dated as of December l, 1987, between the Company and the Trustees, entered into the Twenty-first Supplementary Capital Funds Agreement and Assignment dated as of December 1, 1987 (the "Twenty-first Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Twelfth Series Bonds; (xi) Entergy, the Company 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 Supplementary Capital Funds Agreement and Assignment dated as of July 1, 1992 (the "Twenty-fourth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Thirteenth Series Bonds; (xii) Entergy, the Company 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 Supplementary Capital Funds Agreement and Assignment dated as of October 1, 1992 (the "Twenty-fifth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fourteenth Series Bonds; (xiii) 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, 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 the Twenty-sixth Supplementary Capital Funds Agreement and Assignment dated as of October 1, 1992 (the "Twenty-sixth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fifteenth Series Bonds; (xiv) 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, 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 the Twenty-seventh Supplementary Capital Funds Agreement and Assignment dated as of April 1, 1993 (the "Twenty-seventh Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) 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 Supplementary Capital Funds Agreement and Assignment dated as of April 1, 1994 (the "Twenty-ninth Supplementary Capital Funds 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 Supplementary Capital Funds Agreement and Assignment dated as of August 1, 1996 (the "Thirtieth Supplementary Capital Funds 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 Supplementary Capital Funds Agreement and Assignment dated as of August 1, 1996 (the "Thirty-first Supplementary Capital Funds 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 Supplementary Capital Funds Agreement and Assignment dated as of September 1, 2002 (the "Thirty-fourth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Twentieth Series Bonds.

E.         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 Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement) dated as of February 5, 1982 between Entergy, the Company and the Eurodollar Agent (the "Sixth Supplementary Capital Funds Agreement"), the Company and Entergy supplemented their undertakings under the Capital Funds Agreement for the benefit of the Eurodollar Agent and said banks. 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 Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of February 18, 1983 (the "Seventh Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Eurodollar Agent and the Eurodollar Banks.

F.         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 Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of December 1, 1983 (the "Ninth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Series A Bank and the trustee under the indenture relating to the Series A Bonds.

G.        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 Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of June 1, 1984 (the "Tenth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Series B Bank and Deposit Guaranty National Bank as trustee under the indenture relating to the Series B Bonds.

H.        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 Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of December 1, 1984 (the "Twelfth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Series C Banks and Deposit Guaranty National Bank as trustee under the indenture relating to the Series C Bonds.

I. Entergy, the Company, 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 Supplementary Capital Funds Agreement and Assignment dated as of June 15, 1985 (the "Fourteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fifth Series Bonds. 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 Supplementary Capital Funds Agreement, Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Trustees and Deposit Guaranty National Bank as trustee under the indenture relating to the Series D Bonds.

J. Entergy, the Company, 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 l, 1986 between the Company and the Trustees, entered into the Fifteenth Supplementary Capital Funds Agreement and Assignment dated as of May 1, 1986 (the "Fifteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Sixth Series Bonds. 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 Supplementary Capital Funds Agreement, Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Trustees and Deposit Guaranty National Bank as trustee under the indenture relating to the Series E Bonds.

K. 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 1, 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 1, 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 Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 1, 1988 (the "Twenty-second Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the benefit of the Administrating Bank named in the Original Reimbursement Agreement, the 1988 Funding Bank and the 1988 Participating Banks.

L.         Entergy, the Company and Chemical Bank entered into the Twenty-third Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of January 11, 1991 (the "Twenty-third Supplementary Capital Funds Agreement"), in connection with the execution and delivery of the First Amendment, dated as of January 11, 1991, to the Original Reimbursement Agreement (the Original Reimbursement Agreement, as amended by such First Amendment, is herein called the "1991 Reimbursement Agreement"), which provided, among other things, (i) for the issuance by the funding bank named therein (the "1991 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1991 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 1991 Reimbursement Agreement, with maximum amounts of $116,601,440 and $29,150,360, respectively; (ii) for the reimbursement to the 1991 Funding Bank by the participating banks named therein (the "1991 Participating Banks") for all drafts paid by the 1991 Funding Bank under any 1991 LOC; and (