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 (iii) for the reimbursement by
the Company to the 1991 Funding Bank for the benefit of the 1991
Participating Banks of sums equal to all drafts paid by the 1991
Funding Bank under any 1991 LOC.
M.
Entergy, the Company and Chemical Bank entered into the
Twenty-eighth Supplementary Capital Funds Agreement and Assignment
(substantially in the form of this Agreement), dated as of December
17, 1993 (the " Twenty-eighth Supplementary Capital Funds
Agreement "), in connection with the execution and delivery
of the Second Amendment, dated as of December 17, 1993, to the
Original Reimbursement Agreement (the Original Reimbursement
Agreement, as amende
