LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT

Exhibit 10(b)63

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT

 

AMONG

 

SYSTEM ENERGY RESOURCES, INC.,

 

UNION BANK OF CALIFORNIA, N.A.,

as Administrating Bank and Funding Bank,

 

KEYBANK NATIONAL ASSOCIATION,

as Syndication Agent,

 

BANC ONE CAPITAL MARKETS, INC.,

as Documentation Agent

 

AND THE PARTICIPATING BANKS

NAMED HEREIN

 

DATED AS OF

DECEMBER 22, 2003

______________________________________________

UNION BANK OF CALIFORNIA, N.A.,
as Lead Arranger

BANC ONE CAPITAL MARKETS, INC. and KEYBANK NATIONAL ASSOCIATION,
as Co-Arrangers

 

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT dated as of December 22, 2003, among SYSTEM ENERGY RESOURCES, INC. , an Arkansas corporation (the " Company "), UNION BANK OF CALIFORNIA, N.A. , as administrating bank (in such capacity, the " Administrating Bank "), UNION BANK OF CALIFORNIA, N.A. , as issuer of the Letters of Credit (as defined below) (in such capacity, the " Funding Bank "), BANC ONE CAPITAL MARKETS, INC. , as documentation agent (in such capacity, the " Documentation Agent "), KEYBANK NATIONAL ASSOCIATION , as syndication agent (in such capacity, the " Syndication Agent " and, together with the Documentation Agent and the Administrating Bank, collectively referred to as the " Agents "), and the banks listed on the signature pages hereof under the heading " Participating Banks " and the other banks from time to time party to this Agreement (each, a " Participating Bank " and, collectively, the " Participating Banks ") .

WHEREAS, the Company entered into two Participation Agreements dated as of December 1, 1988, each among (i) the Company, (ii) Meridian Trust Company and Stephen M. Carta, for themselves and as Owner Trustees (the " Owner Trustee "), (iii) the Original Loan Participants, (iv) the GG1A Funding Corporation, as Funding Corporation, (v) Deutsche Bank Trust Company Americas (successor to Bankers Trust Company) and Stanley Burg, for themselves and as Indenture Trustees (collectively, the " Indenture Trustee "), and (vi) each of Public Service Resources Corporation and Lease Management Realty Corporation IV, as applicable, as Owner Participant (each, an " Initial Owner Participant " and, collectively, the " Initial Owner Participants ") and each relating to the acquisition of an undivided interest in the Grand Gulf Nuclear Station Unit No. 1 located in Claiborne County, Mississippi (" Unit 1 ") through a trust for the benefit of each such Initial Owner Participant (each, a " Participation Agreement " and, collectively, the " Participation Agreements ") , each of which undivided interest was and continues to be leased to the Company pursuant to a Facility Lease dated as of December 1, 1988, among the Owner Trustee and the Company and for the benefit of each such Initial Owner Participant and its successors, as supplemented by a Lease Supplement dated as of April l, 1989 and as supplemented by a Lease Supplement dated as of January 1, 1994 (each, a " Facility Lease " and, collectively, the " Facility Leases ");

WHEREAS , pursuant to the Letter of Credit and Reimbursement Agreement, dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the " Existing Reimbursement Agreement "), among the Company, Union Bank of California, N.A., as administrating bank, Union Bank of California, N.A., as funding bank (in such capacity, the " Existing Funding Bank" ), and the participating banks named therein, the Existing Funding Bank issued to each of the Owner Participants (as defined in Section 1 hereof) an irrevocable letter of credit substantially in the form of Exhibit A thereto (the " Existing Letters of Credit "); and

WHEREAS , the Company has requested the Funding Bank to issue letters of credit to replace the Existing Letters of Credit; the Funding Bank is willing, subject to the terms and conditions of this Agreement, to issue to each Owner Participant a new irrevocable letter of credit substantially in the form of Exhibit A hereto (each a " Letter of Credit " , and, collectively, the " Letters of Credit " ).

NOW, THEREFORE, the Funding Bank, the Agents, the Participating Banks and the Company hereby agree as follows:

SECTION 1.   Definitions. (a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in Appendix A hereto. The following terms, as used herein, have the following respective meanings (such meanings to be applicable to both the singular and plural forms of the terms defined):

" ABR ", when used in reference to any drawing under a Letter of Credit or any Advance or Borrowing, refers to whether such drawing, Advance, or the Advances comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

" ABR Advance " means an Advance in respect of which the Company has selected in accordance with Section 2(e)(i) hereof, or this Agreement otherwise provides for, interest to be computed on the basis of the Alternate Base Rate.

" Adjusted LIBO Rate " means, with respect to any Eurodollar Rate Advance for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

" Administrating Bank " has the meaning set forth in the preamble hereto.

" Advance " means any DLE Initial Advance, DLE Term Advance, EOL Initial Advance or EOL Term Advance, and " Advances " means DLE Initial Advances, DLE Term Advances, EOL Initial Advances and EOL Term Advances collectively.

" Aggregate Maximum Credit Amount " means $198,061,427.93.

" Agreement " means this Letter of Credit and Reimbursement Agreement, as the same may from time to time be amended, supplemented, restated or otherwise modified.

" Alternate Base Rate " means, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, " Prime Rate " shall mean the rate of interest per annum publicly announced from time to time by the Administrating Bank in Los Angeles, California as the Union Bank Reference Rate; each change in the Prime Rate shall be effective on the date such change is announced. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrating Bank may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. If the Administrating Bank shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrating Bank to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

" Applicable Rate " means, for any day, (a) with respect to any drawing under a Letter of Credit that bears interest at a rate determined by reference to the Adjusted LIBO Rate or any Eurodollar Rate Advance subsequently made by the Participating Banks in order to reimburse such drawing (including any Advances resulting from the subsequent Conversion of such Eurodollar Rate Advance), (i) for the period commencing on the date of such drawing (the " Draw Date ") to and including the 60th day following the Draw Date, a rate per annum equal to the sum of (x) the Adjusted LIBO Rate for the Interest Period in effect plus (y) the Eurodollar Spread set forth below under the caption " Eurodollar Spread ", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt, (ii) for the period following the 60th day following the Draw Date to and including the 180th day following the Draw Date, a rate per annum equal to the sum of (x) the Adjusted LIBO Rate in effect for such Interest Period plus (y) the Eurodollar Spread set forth below under the caption " Eurodollar Spread ", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt plus (z) 0.25% per annum and (iii) for the period following the 180 ^th day following the Draw Date until the date that such Advance is due and payable, a rate per annum equal to the sum of (x) the Adjusted LIBO Rate in effect for such Interest Period plus (y) the Eurodollar Spread set forth below under the caption " Eurodollar Spread ", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt plus (z) 1.0% per annum ; (b) with respect to the Participation Fees payable hereunder, the rate per annum set forth below under the caption " Participation Fee Rate ", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt; and (c) with respect to the Commitment Fees payable hereunder, the rate per annum set forth below under the caption " Commitment Fee Rate ", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt:

For purposes of the foregoing, (i) if either Moody's or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Category 5; (ii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall fall within different Categories, the Applicable Rate shall be based on the lower of the two ratings; and (iii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody's or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Company and the Banks shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

" Availability Agreement " means the Availability Agreement, dated as of June 21, 1974, among the Company and the Operating Companies, as amended heretofore and as amended from time to time.

" Availability Agreement Assignment " means the Thirty-Fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 22, 2003, among the Company, EAI, ELI, EMI, ENOI, and the Administrating Bank, substantially in the form of Exhibit I, and as amended from time to time in accordance with the terms of this Agreement.

" Bank " means the Funding Bank or any Participating Bank.

" Board " means the Board of Governors of the Federal Reserve System of the United States.

" Borrowing " means a borrowing consisting of Advances of the same Type and Interest Period made on the same date by the Participating Banks, ratably in accordance with their respective Participation Percentages. A Borrowing may be referred to herein as being a " Type " of Borrowing, corresponding to the Type of Advances comprising such Borrowing. For purposes of this Agreement, all Advances made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single Borrowing until repaid or next Converted.

" Business Day " means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York, or Los Angeles, California, are authorized or required by law to close.

" Capital Funds Agreement " means the Capital Funds Agreement, dated as of June 21, 1974, between the Company and Middle South Utilities, Inc. (the predecessor of Entergy), as amended and supplemented heretofore and from time to time.

" Closing Date " means December 22, 2003.

" Code " means the United States Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder, as the same may be amended from time to time.

" Collateral Agreements " means the Supplementary Capital Funds Agreement, the Availability Agreement, and the Availability Agreement Assignment.

" Commitment Fee " has the meaning set forth in Section 3 hereof.

" Company " has the meaning set forth in the preamble hereto.

" Conversion ", " Convert " or " Converted " each refers to a conversion of Advances pursuant to Section 2(f) hereof, including but not limited to any selection of a longer or shorter Interest Period to be applicable to such Advances or any conversion of an Advance as described in Section 2(f)(iv) hereof.

" Consolidated Indebtedness " means the Indebtedness of the Company and its consolidated Subsidiaries, as determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied.

" Date of Drawing " with respect to a Letter of Credit has the meaning set forth in such Letter of Credit.

" Date of Early Termination " with respect to a Letter of Credit has the meaning set forth in such Letter of Credit.

" Date of Issuance " with respect to the Letters of Credit means the date on which the Letters of Credit are issued upon request of the Company pursuant to Section 7(a) hereof.

" Debt Ratio " means, on any date of determination, the ratio of (i) the aggregate amount of Consolidated Indebtedness and Preferred Stock on such date to (ii) Total Liabilities and Equity as of such date.

" Deemed Loss Event " has the meaning assigned to that term in Appendix A to the Participation Agreements.

" Disclosure Documents " means the following documents, all of which have been furnished to the Banks prior to the Closing Date: (i) the Annual Report on Form 10-K with respect to the Company for the year ended December 31, 2002; (ii) the Quarterly Report on Form 10-Q with respect to the Company for the quarter ended September 30, 2003; (iii) the Annual Report on Form 10-K with respect to Entergy and the Operating Companies for the year ended December 31, 2002; and (iv) the Quarterly Report on Form 10-Q with respect to Entergy and the Operating Companies for the quarter ended September 30, 2003.

" DLE Initial Advance " has the meaning assigned to that term in Section 2(c)(iii) hereof, and refers to an ABR Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of DLE Initial Advance). The Type of a DLE Initial Advance may change from time to time when such DLE Initial Advance is Converted. For purposes of this Agreement, all DLE Initial Advances of a Participating Bank (or portions thereof) made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single DLE Initial Advance by such Participating Bank until repaid or next Converted.

" DLE Initial Advance Repayment Date " has the meaning assigned to that term in Section 2(b)(iii) hereof.

" DLE Term Advance " has the meaning assigned to that term in Section 2(c)(iv) hereof, and refers to an ABR Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of DLE Term Advance). The Type of a DLE Term Advance may change from time to time when such DLE Term Advance is Converted. For purposes of this Agreement, all DLE Term Advances of a Participating Bank (or portions thereof) made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single DLE Term Advance by such Participating Bank until repaid or next Converted.

" Documentation Agent " has the meaning set forth in the preamble hereto.

" Dollars " or " $ " means lawful money of the United States of America.

" EAI " means Entergy Arkansas, Inc., an Arkansas corporation.

" ELI " means Entergy Louisiana, Inc., a Louisiana corporation.

" EMI " means Entergy Mississippi, Inc., a Mississippi corporation.

" ENOI " means Entergy New Orleans, Inc., a Louisiana corporation.

" Entergy " means Entergy Corporation, a Delaware corporation, formerly Middle South Utilities, Inc., and the holder of all shares of the common stock of the Company as of the date hereof.

" EOL Initial Advance " has the meaning assigned to that term in Section 2(c)(i) hereof, and refers to an ABR Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of EOL Initial Advance). The Type of a EOL Initial Advance may change from time to time when such EOL Initial Advance is Converted. For purposes of this Agreement, all EOL Initial Advances of a Participating Bank (or portions thereof) made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single EOL Initial Advance by such Participating Bank until repaid or next Converted.

" EOL Initial Advance Repayment Date " has the meaning assigned to that term in Section 2(b)(ii) hereof.

" EOL Term Advance " has the meaning assigned to that term in Section 2(c)(ii) hereof, and refers to an ABR Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of EOL Term Advance). The Type of an EOL Term Advance may change from time to time when such EOL Term Advance is Converted. For purposes of this Agreement, all EOL Term Advances of a Participating Bank (or portions thereof) made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single EOL Term Advance by such Participating Bank until repaid or next Converted.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended from time to time.

" ERISA Affiliate " means any trade or business (whether or not incorporated) that is a member of a group of which the Company is a member and which is treated as a single employer under Section 414 of the Code.

" Eurodollar ", when used in reference to any Advance or Borrowing, refers to whether such Borrowing, or the Advances comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

" Eurodollar Rate Advance " means an Advance in respect of which the Company has selected in accordance with Section 2(e)(iii) hereof interest to be computed on the basis of the Adjusted LIBO Rate.

" Event of Default " means, unless otherwise specified, an event defined as an Event of Default under the Facility Leases.

" Event of Loss " has the meaning assigned to that term in Appendix A to the Participation Agreements.

" Excepted Encumbrances " shall mean, as of any particular time, any of the following:

(a) liens for taxes, assessments or governmental charges not then delinquent and liens for workmen's compensation awards and similar obligations not then delinquent and undetermined liens or charges incidental to construction, and liens for taxes, assessments or governmental charges then delinquent but the validity of which is being contested at the time by the Company in good faith and as to which adequate reserves shall have been set aside on the books of the Company;

(b)         any liens securing indebtedness, neither assumed nor guaranteed by the Company nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate acquired by the Company for substation, transmission line, transportation line, distribution line or right of way purposes;

(c)         rights reserved to or vested in any governmental authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to terminate such right, power, franchise, grant, license or permit or to purchase or recapture or to designate a purchaser of any of the property of the Company;

(d)         rights currently reserved to or vested in others to take or receive any part of the power, gas, oil or other minerals or timber generated, developed, manufactured or produced by, or grown on, or acquired with, any property of the Company;

(e)         easement, restrictions, exceptions or reservations in any property and/or rights of way of the Company for the purpose or roads, pipelines, substations, transmission lines, transportation lines, distribution lines, removal of coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, rights of way, facilities and/or equipment, and defects, irregularities and deficiencies in titles of any property and/or rights of way, which do not materially impair in the aggregate the use of such property and/or rights of way for the purposes for which such property and/or rights of way are held by the Company;

(f)          rights reserved to or vested in any governmental authority to use, control or regulate any property of the Company;

(g)         any obligations or duties, affecting the property of the Company, to any governmental authority with respect to any franchise, grant, license or permit; and

(h)         any controls, liens, restrictions, regulations, easements, exceptions or reservations of any governmental authority applying particularly to nuclear fuel.

" Existing Funding Bank " has the meaning set forth in the preamble hereto.

" Existing Letters of Credit " has the meaning set forth in the preamble hereto and include (i) Irrevocable Transferable Letter of Credit No. 306S234762, in the stated amount of $36,515,236.09, in favor of Textron Financial Corporation, and (ii) Irrevocable Transferable Letter of Credit No. 306S234761, in the stated amount of $161,546,191.84, in favor of RCMC I, Inc., in each case issued by the Existing Funding Bank on March 3, 2003.

" Existing Reimbursement Agreement " has the meaning set forth in the preamble hereto.

" Facility Leases " has the meaning set forth in the preamble hereto.

" Federal Funds Effective Rate " means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrating Bank from three Federal funds brokers of recognized standing selected by it.

" Fee Letter " means the letter agreement, dated the date hereof, among the Company, the Administrating Bank and the Funding Bank, as the same may be amended, supplemented or otherwise modified from time to time.

" Financing Documents " means, unless otherwise specified, the Collateral Trust Indenture and the Underwriting Agreement.

" Fixed Charge Ratio " has the meaning set forth in Section 12(g) hereof.

" Funding Bank " has the meaning set forth in the preamble hereto.

" Grand Gulf " means the Grand Gulf Nuclear Station located in Claiborne County, Mississippi, including Unit 1.

" Holding Company Act " means the Public Utility Holding Company Act of 1935, as amended.

" Indebtedness " of any Person means at any date, without duplication, the following items to the extent required under generally accepted accounting principles to be disclosed in such Person's financial statements (including the notes thereto): (i) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind; (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (iii) all obligations of such Person upon which interest charges are customarily paid; (iv) all obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee; (v) all obligations under the Facility Leases (regardless of treatment in the financial statements or notes thereto); (vi) all obligations with respect to any sale and leaseback transaction permitted under Section 12(a)(v) hereof (regardless of treatment in the financial statements or notes thereto); (vii) liabilities in respect of unfunded vested benefits under Plans, (viii) Withdrawal Liability incurred under ERISA by such Person or any of its affiliates to any Multiemployer Plan, (ix) reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers acceptances, surety or other bonds and similar instruments, (x) the book value of any asset of such Person upon which a Lien is imposed for the purpose of securing Indebtedness of others; (xi) all obligations, contingent or otherwise, of such Person in connection with interest rate protection agreements or other similar instruments, including currency swaps; (xii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (xiii) all Indebtedness of any partnership of which such Person is a general partner; and (xiv) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above; provided, however, that the liabilities in clauses (vii) and (viii) above will only be counted as "Indebtedness" to the extent that they are required to be capitalized on the balance sheet of such Person under generally accepted accounting principles.

" Indenture Event of Default " has the meaning assigned to that term in Appendix A to the Participation Agreements.

" Index Debt " means senior, secured, long-term indebtedness for borrowed money of the Company that is not guaranteed by any other Person or subject to any other credit enhancement.

" Interest Expense " has the meaning set forth in Section 12(g) hereof.

" Interest Period " means with respect to any Eurodollar Rate Advance, the period commencing on the date of such Advance and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Company may elect, provided , that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Eurodollar Rate Advance initially shall be the date on which such Advance is made and, in the case of an Advance that has been Converted, thereafter shall be the effective date of the most recent Conversion or continuation of such Advance.

" Letter of Credit " has the meaning set forth in the preamble hereto.

" LIBO Rate " means, with respect to any Eurodollar Rate Advance for any Interest Period, the rate, as determined by the Administrating Bank, at which deposits in Dollars are offered to the Administrating Bank in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted, at approximately 11:00 a.m., London time, two Business Days before the first day of such Interest Period in an amount substantially equal to Union Bank of California, N.A.'s Participation Percentage of such Eurodollar Rate Loan and for a period equal to such Interest Period.

" Lien " means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person or any of its Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

" Maximum Available Credit Amount " with respect to any Letter of Credit means, at any date, the then Maximum Available Credit Amount, as defined in such Letter of Credit.

" Maximum Credit Amount " with respect to any Letter of Credit means, at any date, the then Maximum Credit Amount, as defined in such Letter of Credit.

" Maximum Drawing Amount " with respect to a Letter of Credit means, at any date, the then Maximum Drawing Amount, as defined in such Letter of Credit.

" Moody's " means Moody's Investors Service, Inc.

" Mortgage " means the Mortgage and Deed of Trust, dated as of June 15, 1977, to The Bank of New York (successor to United States Trust Company of New York) and Douglas J. MacInnes (successor to Gerard P. Ganey and Malcolm J. Hood), as amended and supplemented from time to time.

" Multiemployer Plan " means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Company or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

" Notice of Drawing " means a notice substantially in the form of Exhibit B hereto.

" Obligations " means, with regard to any Person at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person with respect to deposits or advances of any kind, or for the deferred purchase price of property or services, (iii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iv) all obligations of such Person upon which interest charges are customarily paid, (v) all obligations under leases relating to any sale and leaseback transaction permitted under Section 12(a)(v) hereof, (vi) all obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee, (vii) reimbursement obligations of such Person in respect of letters of credit, bankers acceptances, surety or other bonds and similar instruments, and (viii) obligations of such Person under direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above; provided , however, that obligations under clause (ii), (vii), or (viii) above shall not be included in this definition to the extent that such obligations are being contested by such Person in good faith and in an appropriate manner.

" Operating Companies " means EAI, ELI, EMI and ENOI, each being an " Operating Company ".

" Original Reimbursement Agreement " means the Reimbursement Agreement, dated as of December 1, 1988, among the Company, Chemical Bank, as administrating bank, The Fuji Bank, Limited, as funding bank, and the participating banks named therein.

" Owner Participant " means RCMC I, Inc. (formerly known as RCMC Del., Inc.), assignee in interest of Resources Capital Management Corporation, assignee in interest of Public Service Resources Corporation and/or Textron Financial Corporation, assignee in interest of Lease Management Realty Corporation IV, as the case may be, and their respective permitted successors and assigns.

" Owner Trustee " has the meaning set forth in the preamble hereto.

" Participant " has the meaning set forth in Section 23(a) hereof.

" Participating Banks " means the banks whose names are listed on the signature pages hereof under the heading "Participating Banks" and any other financial institution that shall have become a party hereto pursuant to an assignment and assumption agreement executed and delivered pursuant to Section 23(b), each being a " Participating Bank ".

" Participation Agreements " has the meaning set forth in the preamble hereto.

" Participation Fee " has the meaning set forth in Section 3 hereof.

" Participation Percentage " with respect to a Participating Bank means the percentage set forth opposite such Participating Bank's name in Schedule 1 hereto or, in the case of a Participating Bank party to an assignment and assumption agreement executed and delivered to the Administrating Bank pursuant to Section 23(b), the percentage set forth opposite such Participating Bank's name in such assignment and assumption agreement.

" Participation Transfer Date " has the meaning set forth in Section 5(c) hereof.

" Participation Transfer Period " has the meaning set forth in Section 5(c) hereof.

" PBGC " means the Pension Benefit Guaranty Corporation referred to and defined in ERISA, and any entity succeeding to any or all of its functions under ERISA.

" Person " means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

" Plan " shall mean any pension plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code and which is maintained for employees of the Company or any ERISA Affiliate.

" Preferred Stock " means any mandatorily redeemable preferred stock of the Company.

" Prepayment Event " has the meaning set forth in Section 13 hereof.

" Regulation D " means Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

" Reimbursement Default " means any event or condition which constitutes a Reimbursement Event of Default or which with the giving of notice or the lapse of time or both would, unless cured or waived, become a Reimbursement Event of Default.

" Reimbursement Event of Default " has the meaning set forth in Section 13 hereof.

" Reportable Event " means any reportable event as defined in Section 4043 (b) of ERISA or the regulations issued thereunder with respect to a Plan (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

" Required Banks " means at any time Participating Banks whose aggregate Participation Percentages are equal to at least 66-2/3% at such time.

" SEC " means the Securities and Exchange Commission of the United States of America or any successor agency.

" Significant Operating Company " means an Operating Company whose entitlement percentage under the UPSA exceeds 20%.

" Significant Operating Group " means any two or more Operating Companies whose entitlement percentage under the UPSA exceeds 20% in the aggregate.

" S&P " shall mean Standard & Poor's Ratings Services.

" Stated Expiration Date " means May 30, 2007, as such date may be extended from time to time pursuant to Section 19 hereof.

" Statutory Reserve Rate " means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrating Bank is subject for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D). Such reserve percentages shall include those imposed pursuant to Regulation D. Drawings under a Letter of Credit that bear interest at a rate determined by reference to the Adjusted LIBO Rate and Eurodollar Rate Advances shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Bank under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

" Subsidiary " means with respect to any Person (herein referred to as the " parent ") , any corporation, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the ordinary voting power are, at the time any determination is being made, owned, controlled or held or (b) which is, at the time any determination is made, otherwise controlled (by contract or agreement or otherwise) by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

" Supplementary Capital Funds Agreement " means the Thirty-Fifth Supplementary Capital Funds Agreement and Assignment dated as of December 22, 2003, among the Company, Entergy and the Administrating Bank, substantially in the form of Exhibit H hereto and as amended from time to time in accordance with the terms of this Agreement.

" Syndication Agent " has the meaning set forth in the preamble hereto.

" Tax " and " Taxes " have the meanings set forth in Section 4(e) hereof.

" Termination Date " with respect to any Letter of Credit means the earliest of (A) 10:00 a.m. (New York time) on the Date of Early Termination (as defined in such Letter of Credit) applicable to such Letter of Credit, (B) 5:00 p.m. (New York time) on the date on which the Owner Participant to which such Letter of Credit is issued surrenders such Letter of Credit for cancellation to the Funding Bank as provided therein, (C) 5:00 p.m. (New York time) on the date on which the Funding Bank pays a Final Draw (as defined in such Letter of Credit), and (D) either (I) if a draft and certificate, all in strict conformity with the terms and conditions of such Letter of Credit, are presented after 10:00 a.m. (New York time) but prior to 5:00 p.m. (New York time) on the Stated Expiration Date, 5:00 p.m. (New York time) on the Business Day following the Stated Expiration Date, or otherwise (II) 5:00 p.m. (New York time) on the Stated Expiration Date.

" Termination Event " means (i) a Reportable Event, or (ii) the withdrawal of the Company or an ERISA Affiliate from a Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC, or (v) any other event or condition which is reasonably expected to constitute grounds for the imposition of a lien in favor of a Plan for the termination of, or the appointment of a trustee to administer, a Plan under Section 4042 of ERISA.

" Total Liabilities and Equity " means, on any date of determination, the consolidated total liabilities and equity of the Company as shown on the most recent financial statement of the Company filed with the SEC on Form 10-K or Form 10-Q.

" Transaction Documents " means this Agreement, the Participation Agreements, the Indentures, the Notes, the Facility Leases, the Letters of Credit, the Fee Letter and the Collateral Agreements.

" Transferred Amount " has the meaning set forth in Section 5(c) hereof.

" Type " has the meaning assigned to such term in the definitions of " DLE Initial Advance ", " DLE Term Advance ", " EOL Initial Advance ", " EOL Term Advance " and " Borrowing " herein.

" Unit 1 " has the meaning specified in the preamble hereto.

" UPSA " means the Unit Power Sales Agreement, dated as of June 10, 1982, among the Company and the Operating Companies, as amended heretofore and as amended from time to time.

" Withdrawal Liability " means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

(b) The definitions in Section 1 shall apply equally to both the singular and plural forms of the terms defined. Unless otherwise specified herein, all accounting terms used herein shall be interpreted in accordance with generally accepted accounting principles, and all accounting determinations with respect to any Person required to be made hereunder shall be made, and all financial statements of any Person required to be delivered hereunder shall be prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by such Person's independent public accountants) with the most recent audited consolidated financial statements of such Person and its Subsidiaries delivered to the Banks. As used herein, the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation".

SECTION 2.   Reimbursement and Advances. (a) Reimbursement on Demand. Subject to the provisions of subsections (b), (c) and (e), below, the Company hereby agrees to pay (whether with the proceeds of Advances made pursuant to subsection (c), below, or otherwise) to the Funding Bank on demand (i) on and after each date on which the Funding Bank shall pay any amount under a Letter of Credit pursuant to any draft, but only after so paid by the Funding Bank, a sum equal to such amount so paid (which sum shall constitute a demand loan from the Funding Bank to the Company from the date of such payment by the Funding Bank until so paid by the Company), plus (ii) if the Company does not pay the Funding Bank such sum in full by 1:00 p.m., New York City time, on the same Business Day on which the Funding Bank shall have made such payment, interest on any amount remaining unpaid by the Company to the Funding Bank under clause (i) above, from the date on which the Funding Bank shall have paid such amount under such Letter of Credit until payment in full, at an interest rate per annum equal to the Alternate Base Rate in effect from time to time.

(b)         Reimbursement Upon the Occurrence of Certain Events. The Company shall reimburse the Funding Bank for each payment made by the Funding Bank under a Letter of Credit in accordance with the following paragraphs (i), (ii) and (iii):

(i)          Reimbursement Defaults. If, on the date of any payment by the Funding Bank of a drawing under a Letter of Credit, either an Event of Default or a Reimbursement Default has occurred and is continuing, the Company shall pay to the Funding Bank not later than 1:00 p.m., New York City time, on or prior to the earlier of (x) the Stated Expiration Date and (y) the fifth day following the Business Day on which the Funding Bank shall make such payment a sum equal to the amount so paid under such Letter of Credit, together with all accrued interest thereon at a rate per annum equal to the Alternate Base Rate in effect from time to time.

(ii)         Events of Loss . Subject to paragraph (i) above, if, on the date of any payment by the Funding Bank of a drawing under a Letter of Credit, an Event of Loss has occurred and is continuing, the Company shall pay to the Funding Bank (whether with the proceeds of Advances made pursuant to subsection (c)(ii), below, or otherwise) not later than 1:00 p.m., New York City time, on or prior to the earlier of (x) the Stated Expiration Date and (y) the 35th day following the Business Day on which the Funding Bank shall make such payment (the " EOL Initial Advance Repayment Date " ) a sum equal to the amount so paid under such Letter of Credit, together with all accrued interest thereon pursuant to subsection (e) below.

(iii)        Deemed Loss Events and Other Circumstances. Subject to paragraphs (i) and (ii) above, if, on the date of any payment by the Funding Bank of a drawing under a Letter of Credit, (A) a Deemed Loss Event has occurred and is continuing or (B) any other event or circumstance (other than a Reimbursement Default, an Event of Default or an Event of Loss) giving rise to such drawing has occurred, the Company shall reimburse the Funding Bank (whether with the proceeds of Advances made pursuant to subsection (c)(iv) below or otherwise) not later than 1:00 p.m., New York City time, on or prior to the earlier of (x) the Stated Expiration Date and (y) the 90th day following the Business Day on which the Funding Bank shall make such payment (the " DLE Initial Advance Repayment Date ") a sum equal to the amount so paid under such Letter of Credit, together with all accrued interest thereon pursuant to subsection (e) below.

(c)         Advances . Each Participating Bank agrees to make Advances for the account of the Company from time to time upon the terms and subject to the conditions set forth below:

(i) EOL Initial Advances . If the Funding Bank shall make any payment under a Letter of Credit under the circumstances set forth in subsection (b)(ii) above (such payment referred to herein as an " EOL Payment "), then each Participating Bank shall be obligated to make, and each Participating Bank's payment made to the Funding Bank pursuant to Section 5 hereof in respect of such EOL Payment shall be deemed to constitute, an advance made for the account of the Company by such Participating Bank on the date of such payment (each such advance being an " EOL Initial Advance " made by such Participating Bank and, collectively, the " EOL Initial Advances "). Each such EOL Initial Advance shall be made as an ABR Advance, shall bear interest at the Alternate Base Rate and shall be entitled to be Converted in accordance with subsection (f) below. The Company shall repay the unpaid principal amount of each EOL Initial Advance in accordance with subsection (h)(i), below. The Company may repay the principal amount of any EOL Initial Advance with (and to the extent of) the proceeds of an EOL Term Advance made pursuant to paragraph (ii) below, and may prepay EOL Initial Advances in accordance with subsection (i) below.

(ii) EOL Term Advances . If the Funding Bank shall make any EOL Payment, then, subject to the satisfaction of the conditions precedent set forth in Section 7(f) hereof on and as of the EOL Initial Advance Repayment Date, each Participating Bank agrees to make one or more advances for the account of the Company (each such advance being an " EOL Term Advance " made by such Participating Bank and, collectively, the " EOL Term Advances ") on the EOL Initial Advance Repayment Date in an aggregate principal amount equal to the amount of such Participating Bank's EOL Initial Advances maturing on such EOL Initial Advance Repayment Date. All EOL Term Advances comprising a single Borrowing shall be made upon written notice given by the Company to the Administrating Bank not later than 10:00 a.m. (New York time) (A) in the case of a Borrowing comprised of ABR Advances, on the Business Day of such proposed Borrowing and (B) in the case of a Borrowing comprised of Eurodollar Rate Advances, three Business Days prior to the date of such proposed Borrowing. The Administrating Bank shall notify each Participating Bank of the contents of such notice promptly after receipt thereof. Each such notice shall specify therein the following information: (1) the date on which such Borrowing is to be made (which date shall be the EOL Initial Advance Repayment Date), (2) the principal amount of EOL Term Advances comprising such Borrowing, (3) the Type of Borrowing and (4) the duration of the initial Interest Period, if applicable, proposed to apply to the EOL Term Advances comprising such Borrowing. The proceeds of each Participating Bank's EOL Term Advances shall be applied solely to the repayment of the EOL Initial Advances made by such Participating Bank and shall in no event be made available to the Company. The Company shall repay the unpaid principal amount of each EOL Term Advance in accordance with subsection (h)(ii) below, and may prepay EOL Term Advances in accordance with subsection (i) below.

(iii) DLE Initial Advances . If the Funding Bank shall make any payment under a Letter of Credit under the circumstances set forth in subsection (b)(iii) above (such payment referred to herein as a " DLE Payment "), then each Participating Bank shall be obligated to make, and each Participating Bank's payment made to the Funding Bank pursuant to Section 5 hereof in respect of such DLE Payment shall be deemed to constitute, an advance made for the account of the Company by such Participating Bank on the date of such payment (each such advance being a " DLE Initial Advance " made by such Participating Bank and, collectively, the " DLE Initial Advances "). Each such DLE Initial Advance shall be made as an ABR Advance, shall bear interest at the Alternate Base Rate and shall be entitled to be Converted in accordance with subsection (f) below. The Company shall repay the unpaid principal amount of each DLE Initial Advance in accordance with subsection (h)(iii) below. The Company may repay the principal amount of any DLE Initial Advance with (and to the extent of) the proceeds of a DLE Term Advance made pursuant to paragraph (iv) below, and may prepay DLE Initial Advances in accordance with subsection (i) below.

(iv) DLE Term Advances . If the Funding Bank shall make any DLE Payment, then, subject to the satisfaction of the conditions precedent set forth in Section 7(g) hereof on and as of the DLE Initial Advance Repayment Date, each Participating Bank agrees to make one or more advances for the account of the Company (each such advance being a " DLE Term Advance " made by such Participating Bank and, collectively, the " DLE Term Advances ") on the DLE Initial Advance Repayment Date in an aggregate principal amount equal to the amount of such Participating Bank's DLE Initial Advances maturing on such DLE Initial Advance Repayment Date. All DLE Term Advances comprising a single Borrowing shall be made upon written notice given by the Company to the Administrating Bank not later than 10:00 a.m. (New York time) (A) in the case of a Borrowing comprised of ABR Advances, on the Business Day of such proposed Borrowing and (B) in the case of a Borrowing comprised of Eurodollar Rate Advances, three Business Days prior to the date of such proposed Borrowing. The Administrating Bank shall notify each Participating Bank of the contents of such notice promptly after receipt thereof. Each such notice shall specify therein the following information: (1) the date on which such Borrowing is to be made (which date shall be the DLE Initial Advance Repayment Date), (2) the principal amount of DLE Term Advances comprising such Borrowing, (3) the Type of Borrowing and (4) the duration of the initial Interest Period, if applicable, proposed to apply to the DLE Term Advances comprising such Borrowing. The proceeds of each Participating Bank's DLE Term Advances shall be applied solely to the repayment of the DLE Initial Advances made by such Participating Bank and shall in no event be made available to the Company. The Company shall repay the unpaid principal amount of each DLE Term Advance in accordance with subsection (h)(iv) below, and may prepay DLE Term Advances in accordance with subsection (i) below.

(d)         Application of Payments . Any payment made by the Company pursuant to subsection (a) or (b) above of less than all amounts owed to the Funding Bank pursuant thereto shall be applied first to interest owed pursuant thereto and second to the amount of the unreimbursed drawings under the Letters of Credit; provided , however , that if, at the time of any payment made by the Company pursuant to subsection (a) or (b) above, there shall be amounts due from the Company pursuant to subsection (a) or (b) above with respect to more than one Letter of Credit, such payment shall be applied to all such Letters of Credit pro rata (in the above-mentioned order of priority) in accordance with the proportion that the aggregate amount due from the Company pursuant to subsection (a) or (b) above with respect to each such Letter of Credit bears to the aggregate amount due from the Company pursuant to subsection (a) or (b) above with respect to all such Letters of Credit.

(e)         Interest on Advances . The Company shall pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full at the applicable rate set forth below:

(i)          Alternate Base Rate. Except to the extent that the Company shall elect to pay interest on any Advance for any Interest Period pursuant to paragraph (iii) below, the Company shall pay interest on each Advance from the date thereof until the date such Advance is due, at an interest rate per annum equal to the Alternate Base Rate in effect from time to time. The Company shall pay interest on each Advance bearing interest in accordance with this subsection monthly in arrears on the first Business Day of each calendar month, on the date of Conversion of any ABR Advance to a Eurodollar Rate Advance, including any such Advance made pursuant to subsection (b) above, and on the Stated Expiration Date or the earlier date for repayment of such Advance.

(ii)         Interest Periods. Subject to the other requirements of this subsection (e) and in the definition of " Interest Period " contained in Section 1 hereof, the Company may from time to time elect to have the interest on all Advances comprising part of the same Borrowing determined and payable for a specified Interest Period in accordance with paragraph (iii) below.

(iii) Eurodollar Rate. Subject to the requirements of this subsection (e) and subsection (f) below, the Company may from time to time elect to have any Advances comprising part of the same Borrowing Converted to Eurodollar Rate Advances. The Interest Period applicable to (x) any EOL Initial Advance that has been so Converted shall be of one month's duration, (y) any DLE Initial Advance that has been so Converted shall be of one, two or three whole months' duration, as the Company shall select in its notice delivered to the Administrating Bank pursuant to subsection (f) below and (z) any DLE Term Advance or EOL Term Advance shall be of one, two, three or six whole months' duration, as the Company shall select in its notice delivered to the Administrating Bank pursuant to subsection (f) below. If the Company shall have made such election, the Company shall pay interest on such Eurodollar Rate Advances at the Applicable Rate for the applicable Interest Period for such Eurodollar Rate Advances, payable monthly in arrears on the first Business Day of each calendar month, on the date of Conversion of any Eurodollar Rate Advance, including any such Advance made pursuant to subsection (b) above, and on the Stated Expiration Date or the earlier date for repayment of such Advance.

(iv)        Interest Rate Determinations. The Administrating Bank shall give prompt notice to the Company and the Participating Banks of the Adjusted LIBO Rate determined from time to time by the Administrating Bank to be applicable to each Eurodollar Rate Advance.

(f)          Conversion of Advances. The Company may elect to Convert one or more Advances of any Type to one or more Advances of the same or any other Type on the following terms and subject to the following conditions:

(i)          Each Conversion shall be made as to all Advances comprising a single Borrowing upon irrevocable written notice given by the Company to the Administrating Bank not later than 10:00 a.m. (New York time) on the third Business Day prior to the date of the proposed Conversion.  The Administrating Bank shall notify each Participating Bank of the contents of such notice promptly after receipt thereof. Each such notice shall specify therein the following information: (A) the date of such proposed Conversion (which in the case of Eurodollar Rate Advances shall be the last day of the Interest Period then applicable to such Advances to be Converted), (B) the Type of, and Interest Period, if any, applicable to the Advances proposed to be Converted, (C) the aggregate principal amount of Advances proposed to be Converted, and (D) the Type of Advances to which such Advances are proposed to be Converted and the Interest Period, if any, to be applicable thereto.

(ii)         During the continuance of a Reimbursement Default (other than a Reimbursement Event of Default), the right of the Company to Convert Advances to Eurodollar Rate Advances shall be suspended, and all Eurodollar Rate Advances then outstanding shall be Converted to ABR Advances on the last day of the Interest Period then in effect, if, on such day, a Reimbursement Default (other than a Reimbursement Event of Default) shall be continuing.

(iii)        During the continuance of a Reimbursement Event of Default, the right of the Company to Convert Advances to Eurodollar Rate Advances shall be suspended, and upon the occurrence of a Reimbursement Event of Default, all Eurodollar Rate Advances then outstanding shall immediately, without further act by the Company, be Converted to ABR Advances.

(iv)        If no notice of Conversion is received by the Administrating Bank as provided in paragraph (i) above with respect to any outstanding Eurodollar Rate Advances on or before the third Business Day prior to the last day of the Interest Period then in effect for such Eurodollar Rate Advances, the Administrating Bank shall treat such absence of notice as a deemed notice of Conversion providing for such Advances to be Converted to ABR Advances on the last day of such Interest Period.

(g)         Other Terms Relating to the Making and Conversion of Advances. (i) Notwithstanding anything in subsections (c), (e) and (f) above to the contrary:

(A)        at no time shall more than five different Borrowings be outstanding hereunder; and

(B)        each Borrowing consisting of Eurodollar Rate Advances or ABR Advances shall be in the aggregate principal amount of at least $5,000,000.

(ii)         Each notice of Conversion pursuant to subsection (f) above shall be irrevocable and binding on the Company.

(h)         Repayment of Advances. (i) The unpaid principal amount of each EOL Initial Advance, together with all accrued and unpaid interest thereon, shall be due and payable and repaid in full by the Company on the earlier to occur of (A) the EOL Initial Advance Repayment Date and (B) upon the occurrence of a Reimbursement Default, an Event of Default or an Indenture Event of Default, the date two Business Days after the date on which demand for repayment thereof is made by the Funding Bank, the Required Banks or the Administrating Bank acting on behalf of the Required Banks.

(ii)         The unpaid principal amount of each EOL Term Advance, together with all accrued and unpaid interest thereon, shall be due and payable and repaid in full by the Company on the earliest to occur of (A) the date 330 days from the date of making such EOL Term Advance, (B) the Stated Expiration Date and (C) upon the occurrence of a Reimbursement Default, an Event of Default or an Indenture Event of Default, the date two Business Days after the date on which demand for repayment thereof is made by the Funding Bank, the Required Banks or the Administrating Bank acting on behalf of the Required Banks.

(iii)        The unpaid principal amount of each DLE Initial Advance, together with all accrued and unpaid interest thereon, shall be due and payable and repaid in full by the Company on the earlier to occur of (A) the DLE Initial Advance Repayment Date and (B) upon the occurrence of a Reimbursement Default, an Event of Default or an Indenture Event of Default, the date two Business Days after the date on which demand for repayment thereof is made by the Funding Bank, the Required Banks or the Administrating Bank acting on behalf of the Required Banks .

(iv)        The unpaid principal amount of each DLE Term Advance, together with all accrued and unpaid interest thereon, shall be due and payable and repaid in full by the Company on the earliest to occur of (A) the date 270 days from the date of making such DLE Term Advance, (B) the Stated Expiration Date and (C) upon the occurrence of a Reimbursement Default, an Event of Default or an Indenture Event of Default, the date two Business Days after the date on which demand for repayment thereof is made by the Funding Bank, the Required Banks or the Administrating Bank acting on behalf of the Required Banks.

(i)          Prepayment of Advances . (i) The Company shall have no right to prepay any principal amount of any Advances except in accordance with paragraph (ii) below.

(ii) The Company may, (A) upon at least three Business Days' irrevocable written notice to the Administrating Bank, in the case of any Eurodollar Rate Advance, and (B) upon at least one Business Day's irrevocable written notice to the Administrating Bank, in the case of any ABR Advance, in each case stating the proposed date and aggregate principal amount of the prepayment and the specific Borrowing(s) to be prepaid, and if such notice is given, the Company shall, prepay, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts due pursuant to Section 2(l) hereof, the outstanding principal amount of all Advances comprising the same Borrowing, in each case as the Company shall designate in such notice; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $5,000,000, or, if less, the aggregate principal amount of all Advances then outstanding.

(j)          Default Interest . Any amounts payable by the Company hereunder that are not paid when due shall (to the fullest extent permitted by law) bear interest, from the date when due until paid in full, at the Alternate Base Rate plus 2% per annum , payable on demand.

(k)         Evidence of Indebtedness . The Funding Bank and each Participating Bank shall maintain, in accordance with their usual practice, an account or accounts evidencing the indebtedness of the Company resulting from each drawing under a Letter of Credit (in the case of the Funding Bank) and from each Advance (in the case of each Participating Bank) made from time to time hereunder and the amounts of principal and interest payable and paid from time to time hereunder.

(l)          Breakage Costs . In the event of (i) the payment of any principal of any Eurodollar Rate Advance other than on the last day of an Interest Period applicable thereto (including as a result of a Reimbursement Event of Default or Prepayment Event), (ii) the Conversion for any reason of any Eurodollar Rate Advance other than on the last day of the Interest Period applicable thereto, (iii) the failure to Convert, continue or prepay any Eurodollar Rate Advance on the date specified in any notice delivered pursuant hereto or (iv) the assignment of any Eurodollar Rate Advance other than on the last day of the Interest Period applicable thereto as a result of a request by the Company pursuant to Section 4(g), then, in any such event, the Company hereby agrees to compensate each Participating Bank for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Participating Bank shall be deemed to include an amount determined by such Participating Bank to be the excess, if any, of (x) the amount of interest which would have accrued on the principal amount of such Advance had such event not occurred, at the Adjusted LIBO Rate (in the case of a Eurodollar Rate Advance) that would have been applicable to such Advance, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to Convert or continue, for the period that would have been the Interest Period for such Advance), over (y) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Participating Bank would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Participating Bank setting forth any amount or amounts that such Participating Bank is entitled to receive pursuant to this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such Participating Bank the amount shown as due on any such certificate within 10 days after receipt thereof. The obligations of the Company contained in this subsection (1) shall survive the payment in full of amounts payable by the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement or the substitution of any of the Banks pursuant to Sections 4(g) or (h) hereof.

SECTION 3. Fees. The Company agrees to pay to the Administrating Bank (a) for the account of the Funding Bank a fee with respect to each Letter of Credit as separately agreed upon between the Company and the Funding Bank in accordance with the terms of the Fee Letter; (b) for the account of each Participating Bank, a fee with respect to each Letter of Credit (a " Participation Fee ") equal to the Applicable Rate per annum of the product of (i) such Participating Bank's Participation Percentage and (ii) the Maximum Credit Amount applicable to such Letter of Credit, from and including the Date of Issuance of such Letter of Credit to but excluding the Termination Date of such Letter of Credit, payable quarterly in arrears on each January 15, April 15, July 15 and October 15 (commencing January 15, 2004), and on such Termination Date; (c) upon the execution of this Agreement, for the account of the Funding Bank and each Participating Bank (including the Administrating Bank and the Syndication Agent), the up-front fees separately agreed upon between the Administrating Bank and the Participating Banks and consented to by the Company; (d) for the account of the Administrating Bank, fees computed and payable in accordance with the terms of the Fee Letter; and (e) for the account of each Participating Bank, a commitment fee with respect to the Letters of Credit (the " Commitment Fee ") equal to the Applicable Rate per annum of the product of (i) such Participating Bank's Participation Percentage and (ii) the excess of (A) the Aggregate Maximum Credit Amount over (B) the aggregate Maximum Drawing Amount of the Letters of Credit in effect from time to time, from and including the Date of Issuance of the Letters of Credit to but excluding the Termination Date of each Letter of Credit, payable quarterly in arrears on each January 15, April 15, July 15 and October 15 (commencing January 15, 2004), and on each such Termination Date. Upon receipt from the Company of fees payable in accordance with the provisions of this Section 3, the Administrating Bank agrees to promptly pay to the account of the Funding Bank and each Participating Bank, as applicable, the fees paid to it for the account of the Funding Bank or such Participating Bank pursuant to this Section 3.

SECTION 4.   Change in Circumstances ; Alternate Rate of Interest. (a) If prior to the commencement of any Interest Period for a Eurodollar Rate Advance:

(i)          the Administrating Bank determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

(ii)         the Administrating Bank is advised by the Required Banks that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Required Banks of making or maintaining their Eurodollar Rate Advances for such Interest Period;

then the Administrating Bank shall give notice thereof to the Company and the Participating Banks by telephone or telecopy as promptly as practicable thereafter and, until the Administrating Bank notifies the Company and the Participating Banks that the circumstances giving rise to such notice no longer exist, (A) any request to Convert any ABR Advance to, or to continue any Eurodollar Rate Advance as, a Eurodollar Rate Advance shall be ineffective and (B) if any request is made for a Eurodollar Rate Advance, such Borrowing shall be made as an ABR Advance.

(b) If, after the date hereof, any Bank shall have determined that the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board) against letters of credit issued by or participated in or assets of, or deposits with or for the account of, any Bank or shall impose on any Bank any other condition regarding this Agreement or the Letters of Credit and the result of the foregoing shall be to increase the cost to such Bank of issuing, maintaining or participating in any of the Letters of Credit or any drawing thereunder or making or maintaining any Eurodollar Rate Advance (or of maintaining its obligation to make such Advance) (which increase in cost shall be the result of such Bank's reasonable allocation of the aggregate of such cost increases resulting from such events), then, within 15 days after demand by such Bank, the Company agrees to pay to such Bank all additional amounts that are necessary to compensate such Bank for such increased cost incurred by such Bank.

(c) If any Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" (the " Basle Report "), or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or any lending office of any Bank) or any Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such Bank's holding company, if any, as a consequence of this Agreement or under or in connection with any Letter of Credit to a level below that which such Bank or such Bank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy) by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank, the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank's holding company for any such reduction suffered. Notwithstanding the foregoing, any risk-based capital standard adopted and publicly announced prior to the Closing Date (regardless of the date on which compliance with such standard is required), shall not be considered a basis for imposing additional costs on the Company under this subsection (c).

(d)         The Company agrees that all payments made by the Company hereunder to any Bank shall be made free and clear of, and without reduction for or on account of, any stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever hereafter imposed, levied, collected, withheld or assessed by any country (or by any political subdivision or taxing authority thereof or therein), except for franchise taxes and changes in the rate of tax on the overall net income of the Banks (such nonexcluded taxes being called " Tax " or " Taxes "). If any Taxes are required to be withheld from any amounts payable by the Company to any Bank, the Company agrees that the amounts so payable to such Bank shall be increased to the extent necessary to yield to such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided that the Company shall not be obligated to pay such amounts for the benefit of such Bank with respect to any period in which such Bank has failed (x) to file any form or certificate that it was entitled to file which would have exempted such Bank from such Taxes or (y) to take other action which would entitle such Bank to an exemption from such Taxes, if such action would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to it. Whenever any Tax is paid by the Company, as promptly as possible thereafter, the Company shall send the applicable Bank a receipt or other evidence of payment thereof.

(e)         A certificate as to the nature of the occurrence giving rise to, and the calculation of, compensation to the Funding Bank, a Participating Bank or a Participant pursuant to subsections (a), (b) and (c) of this Section 4 shall be submitted by the Funding Bank, such Participating Bank or such Participant to the Administrating Bank. Such certificate shall be submitted by the Administrating Bank to the Company and shall be conclusive evidence (absent demonstrable error) as to the amount thereof. Each such certificate shall provide the identity of the Funding Bank, such Participating Bank or such Participant.

(f)          The Company agrees that each Participating Bank and each Participant shall have the same rights and obligations under this Section 4 with respect to its respective participation to the same extent as if such Participating Bank or Participant were named instead of the Funding Bank in this Section 4.

(g)         In the event any Participating Bank gives a notice with respect to it or any of its Participants pursuant to Section 4(e) hereof, the Company may require, at its expense, such Bank to assign all its Participation Percentage of the Letters of Credit and all its rights and obligations hereunder to a financial institution specified by the Company (a " Substitute Bank "); provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental agency or instrumentality, (ii) the Company shall have received the written consent of the Funding Bank and the Administrating Bank (which consent, in the case of the Administrating Bank, shall not unreasonably be withheld) to such assignment and (iii) the Company shall have paid to such assignor Bank all monies accrued and owing hereunder to it. The Substitute Bank shall execute a counterpart of this Agreement and such additional amendments, agreements, instruments and documents as may be reasonably requested by the Administrating Bank.

(h)         In the event the Funding Bank gives a notice with respect to itself pursuant to Section 4(e) hereof, the Company may replace such Funding Bank with a financial institution specified by the Company (a " Substitute Funding Bank "); provided that (i) such replacement shall not conflict with or violate any law, rule or regulation or order of any court or other government agency or instrumentality, (ii) the Company shall have received the written consent of the Owner Trustee and the Owner Participants to such substitution, and the Company shall have taken all other applicable actions required under the Transaction Documents and (iii) the Company shall have paid to the Funding Bank all monies accrued and owing hereunder to it. The Substitute Funding Bank shall execute a counterpart of this Agreement and such additional amendments, agreements, instruments and documents as may be reasonably requested by the Administrating Bank.

SECTION 5. Participations. (a) By the issuance of a Letter of Credit and without any further action on the part of the Funding Bank or any Participating Bank in respect thereof, the Funding Bank shall be deemed to have granted to each Participating Bank, and each Participating Bank hereby shall be deemed to have acquired from the Funding Bank, a participation in such Letter of Credit equal to such Participating Bank's Participation Percentage of the Maximum Credit Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Participating Bank hereby absolutely and unconditionally agrees to pay to the Funding Bank, in accordance with this Section 5, such Participating Bank's Participation Percentage of each payment made by the Funding Bank of a draft under a Letter of Credit. Upon payment of a draft under a Letter of Credit, the Funding Bank shall promptly give telephonic notice (to be followed by delivery by telecopy of a Notice of Drawing) to each Participating Bank of the date and amount of such payment. If such Notice of Drawing is received by a Participating Bank after 12:30 p.m. (New York time) such notice shall be deemed to have been received on the next Business Day. With respect to each Participating Bank, promptly upon receipt of such Notice of Drawing but in any event no later than 3:00 p.m. (New York time) on the date on which such Participating Bank shall have received or shall be deemed to have received such Notice of Drawing from the Funding Bank, such Participating Bank shall pay to the Funding Bank an amount equal to the product of (A) such Participating Bank's Participation Percentage and (B) the amount of the payment made by the Funding Bank on such draft; provided, however, that, with respect to the payment of any draw on a Letter of Credit, the Funding Bank shall not require such Participating Bank to pay (exclusive of interest) an amount greater than the product of (x) such Participating Bank's Participation Percentage and (y) the lesser of (m) the Maximum Available Credit Amount of such Letter of Credit immediately prior to adjustment for payment by the Funding Bank of such draw and (n) the Maximum Drawing Amount of such Letter of Credit immediately prior to adjustment of the Maximum Drawing Amount of such Letter of Credit for payment by the Funding Bank of such draw; provided further that each Participating Bank shall not be obligated to make any payment to the Funding Bank pursuant to this subsection (a) with respect to any wrongful payment under any Letter of Credit as a result of the gross negligence or willful misconduct of the Funding Bank. If payment of the amount due pursuant to the preceding sentence from a Participating Bank is received by the Funding Bank after 3:00 p.m. (New York time) on the date it is due, such Participating Bank agrees to pay to the Funding Bank along with its payment of the amount due pursuant to the preceding sentence, interest on such amount at a rate per annum equal to (i) for the period from and including the Business Day such payment is due to but excluding the next succeeding Business Day, the Federal Funds Effective Rate and (ii) for the period from and including the Business Day next succeeding the date such payment is due to but excluding the date such amount is paid in full, the Alternate Base Rate plus 2%. The Funding Bank agrees to give prompt written notice to a Participating Bank if the Funding Bank does not receive the payment required by this subsection (a) from such Participating Bank on the date on which such payment was due from such Participating Bank. Any action taken or omitted to be taken (other than at the direction of the Participating Banks) which has the effect of extending a Letter of Credit beyond its Termination Date shall constitute gross negligence of the Funding Bank and shall release each Participating Bank from its obligation set forth in this subsection (a) to reimburse the Funding Bank for the payment of a drawing on such Letter of Credit.

(b)         Each Participating Bank acknowledges and agrees that its obligation to make the payments specified in Section 2 or Section 5(a) hereof and the right of the Funding Bank to receive the same, in the manner specified therein, are absolute and unconditional (except as set forth in said Section 2 or Section 5(a)) and shall not be affected by any circumstances whatsoever, including, without limitation (i) the occurrence and continuance of any Event of Default under any of the Facility Leases; (ii) any Reimbursement Default or Prepayment Event hereunder; (iii) any breach or default by the Company, the Administrating Bank or any Participating Bank hereunder; (iv) any lack of validity or enforceability of any Letter of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents; (v) any amendment or waiver of or any consent to departure from the Letters of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents; (vi) the existence of any claim, setoff, defense or other right which the Participating Banks may have at any time against the Company, the Owner Participants or the Owner Trustee (or any persons for whom any of the foregoing may be acting), the Funding Bank, the Administrating Bank, any other Participating Bank, or any other Person, whether in connection with this Agreement, the other Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby or any unrelated transactions; provided , that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vii) any statement or other document presented under the Letters of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatever; (viii) payment by the Funding Bank under any Letter of Credit against presentation of a draft or a certificate which does not comply with the terms of such Letter of Credit; or (ix) any other circumstances or happening whatsoever, whether or not similar to any of the foregoing; provided, however, that with regard to this Section 5(b), the Participating Banks shall have no obligation to make, and the Funding Bank shall have no right to receive, payments that result from the gross negligence or willful misconduct of the Funding Bank.

(c) Upon receipt of a payment from the Company pursuant to Section 2 hereof, the Funding Bank or the Administrating Bank (as the case may be) shall promptly transfer to each Participating Bank such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of such payment based on such Participating Bank's pro rata share (determined as aforesaid) of amounts paid pursuant to Section 5(a) hereof, and not previously reimbursed by the Company pursuant to Section 2 hereof, provided, however, that if a Participating Bank shall fail to pay to the Funding Bank any amount required by Section 5(a) hereof on the Business Day following the date on which such payment was due from such Participating Bank and the Company shall not have reimbursed the Funding Bank for such amount pursuant to Section 2 hereof (such unreimbursed amount being hereinafter referred to as the " Transferred Amount "), the Funding Bank shall be deemed to have purchased, on such following Business Day (a " Participation Transfer Date ") from such Participating Bank, a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which the Company shall have reimbursed the Funding Bank for such Transferred Amount and (ii) the date on which such Participating Bank shall have reimbursed the Funding Bank for such Transferred Amount (the " Participation Transfer Period "), to the rights, privileges and obligations of a "Participating Bank" under this Agreement with respect to such Transferred Amount; provided further , that if, at any time after the occurrence of a Participation Transfer Date with respect to any Participating Bank and prior to the reimbursement by such Participating Bank of the Funding Bank with respect to the related Transferred Amount pursuant to subsection (a) above, the Funding Bank shall receive any payment from the Company pursuant to Section 2 hereof, the Funding Bank shall not be obligated to pay any amounts to such Participating Bank, and the Funding Bank shall retain such amounts (including, without limitation, interest payments due from the Company pursuant to Section 2 hereof) for its own account as a Participating Bank; provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Participating Bank pursuant to Section 5(a) hereof) due from such Participating Bank with respect to such Transferred Amount; and, provided further , that if, at any time after the occurrence of a Participation Transfer Date with respect to any Participating Bank and prior to the reimbursement of the Funding Bank by such Participating Bank or the Company, such Participating Bank shall have (i) voluntarily dissolved, (ii) appointed a receiver, (iii) suffered the appointment of a receiver who takes possession of its books, records and assets, commences to collect all dues and claims and to sell all property of such Participating Bank, or (iv) suffered the appointment of a conservator, the Funding Bank shall thereafter be entitled to retain such participation for its own account. All payments due to the Participating Banks from the Funding Bank pursuant to this subsection (c) shall be made to the Participating Banks if, as, and to the extent possible, when the Funding Bank receives payments in respect of drawings under the Letters of Credit or Advances pursuant to Section 2 hereof, and in the same funds in which such amounts are received; provided that if any Participating Bank to whom the Funding Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (c) does not receive such payment (or portion thereof) prior to 3:00 p.m. (New York time) on the Business Day on which the Funding Bank received such payment from the Company (which payment, if received by the Funding Bank after 2:00 p.m. (New York time) on any Business Day, shall be deemed, for the purposes of this proviso, to have been received on the next succeeding Business Day), the Funding Bank agrees to pay to such Participating Bank, along with its payment of the portion of such payment due to such Participating Bank, interest on such amount at a rate per annum equal to (i) for the period from and including such Business Day to but excluding the next succeeding day, the Federal Funds Effective Rate and (ii) for the period from and including the date next succeeding such Business Day to but excluding the date such amount is paid in full, the Alternate Base Rate plus 2%. If, in connection with any case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, the Funding Bank shall be required to return to the Company, or to any trustee, receiver, liquidator, custodian or other similar official, all or any portion of such payments or interest, each Participating Bank shall, upon demand of the Funding Bank, forthwith return to the Funding Bank any amounts transferred to such Participating Bank by the Funding Bank in respect thereof pursuant to this subsection (c).

(d) The Funding Bank will exercise and give the same care and attention to the Letters of Credit as it gives to its other letters of credit and similar obligations, and each Participating Bank agrees that the Funding Bank's sole liability to each Participating Bank shall be (i) to distribute promptly, as and when received by the Funding Bank, and in accordance with the provisions of subsection (c) above, such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of any payments to the Funding Bank by the Company pursuant to Section 2 hereof in respect of drawings under the Letters of Credit or Advances, (ii) to exercise or refrain from exercising any right or to take or to refrain from taking any action under this Agreement or any Letter of Credit as may be directed in writing by the Required Banks (or such higher percentage of Banks as may be otherwise expressly required under this Agreement) or the Administrating Bank acting on behalf of such Banks and (iii) as otherwise expressly set forth herein. The Funding Bank shall not be liable for any action taken or omitted at the request or with approval of the Required Banks or of the Administrating Bank acting on behalf of the Required Banks or for the nonperformance of the obligations of any other party under this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other document contemplated hereby or thereby. Without in any way limiting any of the foregoing, the Funding Bank may rely upon the advice of counsel concerning legal matters and upon any written communication or any telephone conversation which it believes to be genuine or to have been signed, sent or made by the proper person and shall not be required to make any inquiry concerning the performance by the Company, the Owner Trustee, any Owner Participant or any other Person, of any of their respective obligations and liabilities under or in respect of this Agreement, the other Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby. The Funding Bank shall not have any obligation to make any claim, or assert any Lien, upon any property held by the Funding Bank or assert any offset thereagainst; provided that the Funding Bank shall, if so directed by the Required Banks or the Administrating Bank acting on behalf of the Required Banks, have an obligation to make a claim, or assert a Lien, upon property held by the Funding Bank in connection with this Agreement or assert an offset thereagainst. The Funding Bank may accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of banking or trust business with the Company or any of its Affiliates, or any other Person, and receive payment on such loans or extensions of credit and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect. Without limiting any of the foregoing, the Funding Bank agrees that (x) it will not give notice of a Date of Early Termination under a Letter of Credit without a writing executed by the Required Banks or executed by the Administrating Bank on behalf of the Required Banks directing it to give such notice (which writing shall specify the Date of Early Termination to be given in such notice) and (y) if a Reimbursement Event of Default or Prepayment Event has occurred and is continuing, upon receipt of such a writing, it will give such notice as provided in such Letter of Credit.

(e)         The Funding Bank makes no representation and shall have no responsibility with respect to: (i) the genuineness, legality, validity, binding effect or enforceability of this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other documents contemplated hereby or thereby; (ii) the truthfulness and accuracy of any of the representations contained in this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other documents contemplated hereby or thereby; (iii) the collectability of any amounts due under this Agreement; (iv) the financial condition of the Company or any other Person; and (v) any act or omission of any Owner Participant with respect to its use of any Letter of Credit. Each Participating Bank acknowledges and agrees that such Participating Bank has been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, affairs, status and nature of the Company and for making its own credit decision in taking or not taking any action, including without limitation, entering into this Agreement.

(f) To the extent that the Funding Bank is not reimbursed and indemnified by the Company under Section 20, Section 21 or Section 22 hereof, each Participating Bank severally agrees to reimburse and indemnify the Funding Bank on demand, pro rata in accordance with such Participating Bank's Participation Percentage, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, the Funding Bank, in any way relating to or arising out of the Letters of Credit or this Agreement, or any action taken or omitted by the Funding Bank under or in connection with this Agreement or the Letters of Credit; provided, however, that such Participating Bank shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Funding Bank's gross negligence or willful misconduct or from the Funding Bank's failure to refrain from exercising or to exercise any right or to refrain from taking or to take any action under this Agreement or the Letters of Credit, as directed in writing by the Required Banks or by the Administrating Bank acting on behalf of the Required Banks; and provided further that such Participating Bank shall not be liable to the Funding Bank or any other Participating Bank for the failure of the Company to reimburse the Funding Bank or any other Participating Bank for any drawing made under a Letter of Credit or any Advance, with respect to which such Participating Bank has paid the Funding Bank such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage), or for the Company's failure to pay interest thereon. Each Participating Bank's obligations under this subsection (f) shall survive the termination of this Agreement and the Letters of Credit. Nothing in this subsection (f) is intended to limit any Participating Bank's reimbursement obligation contained in subsection (a) above.

(g)         Each Participating Bank agrees that it will promptly (i) notify the Administrating Bank of any occurrence giving rise to a right to compensation to such Participating Bank pursuant to Section 4 hereof and (ii) submit to the Administrating Bank a certificate detailing such occurrence giving rise thereto and the calculation of the amount of compensation with respect thereto. The Administrating Bank agrees to present promptly such certificate to the Company in accordance with Section 4 hereof.

(h)         Each Participating Bank agrees that if it should receive any amount in respect of its participation other than from the Funding Bank or the Administrating Bank (as the case may be) pursuant to subsection (c) above and other than as contemplated by Section 3, Section 4, Section 17(a), Section 21, or Section 22 hereof, such Participating Bank will remit all of the same to the Administrating Bank to distribute to the Participating Banks pro rata in accordance with their Participation Percentages.

SECTION 6. Payments. (a) All payments by the Company or the Participating Banks to the Funding Bank pursuant to this Agreement shall be made in lawful currency of the United States and in immediately available funds to the Funding Bank's account maintained with the Administrating Bank for such purpose, or to such other account as the Funding Bank shall notify the Company and each Participating Bank in writing. All payments by the Funding Bank, the Company, or the Administrating Bank to a Participating Bank shall be made in lawful currency of the United States and in immediately available funds at the address of such Participating Bank set forth below the name of such Participating Bank on the signature pages hereof, or at such other address as any Participating Bank shall notify each of the Funding Bank, the Company, and the Administrating Bank in writing. All payments by the Company or the Banks to the Administrating Bank pursuant to this Agreement shall be made in lawful currency of the United States and in immediately available funds at the address of the Administrating Bank set forth below its name on the signature pages hereof, or at such other address as the Administrating Bank shall notify the Company and each Bank in writing.

(b)         Whenever any payment under this Agreement shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time at the specified rate.

(c)         Interest payable under Sections 2(a), 2(b)(i), 2(e)(i), 5(a) and 5(c) hereof (in each case only to the extent such interest is based on the Prime Rate) shall be computed on the basis of a year of 365 or 366 days (as applicable) and paid for the actual number of days elapsed (including the first day but excluding the last day). Interest payable under Section 2(e)(iii) hereof, interest payable hereunder that is based on the Federal Funds Effective Rate, and the fees payable under Section 3 hereof shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

(d)         Except as otherwise expressly provided in Section 3, 4 or 5 hereof, all payments hereunder from the Company to the Participating Banks, from the Funding Bank or the Administrating Bank to the Participating Banks, from the Participating Banks to the Funding Bank and from the Participating Banks to the Administrating Bank shall be made pro rata among the Participating Banks in accordance with the Participation Percentages of such Participating Banks.

SECTION 7.   Issuance of the Letters of Credit ; Conditions Precedent to Issuance. (a) Subject to satisfaction of the conditions precedent set forth in subsections (b), (c), (d) and (e) of this Section 7, the Funding Bank shall issue the Letters of Credit to the beneficiaries in the amounts set forth in Schedule 2 hereto (which amounts in the aggregate do not exceed the Aggregate Maximum Credit Amount) on the date set forth in the notice referred to in Section 7(b)(xvi) hereof (such date or such later date on which the conditions precedent are satisfied and such Letters of Credit are issued being herein called the " Date of Issuance " of the Letters of Credit). All of such Letters of Credit shall be issued simultaneously. Each Letter of Credit shall be effective on its Date of Issuance and shall expire on the Termination Date applicable to such Letter of Credit.

(b)         As a condition precedent to the issuance of each Letter of Credit, the Administrating Bank and each Bank shall have received on or before the Date of Issuance of the Letters of Credit the following, each dated such date, in form and substance satisfactory to each Bank:

(i)          an opinion of Thelen Reid & Priest LLP, (A) as New York counsel to the Company, substantially in the form of Exhibit C hereto, and (B) as New York counsel to Entergy (including certain Delaware opinions), substantially in the Form of Exhibit D-1 hereto;

(ii)         (A) an opinion of Denise C. Redmann, as Louisiana counsel to Entergy, substantially in the form of Exhibit D-2, (B) an opinion of Wise Carter Child & Caraway, Professional Association, as Mississippi counsel to the Company, substantially in the form of Exhibit E-1 hereto, and (C) an opinion of Friday,