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Title:

Credit Agreement

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Date:

2007

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EXECUTION VERSION

U.S. $200,000,000
CREDIT AGREEMENT
Dated as of August 2, 2007

Among

ENTERGY GULF STATES, INC.
as Borrower

THE BANKS NAMED HEREIN
as Banks

CITIBANK, N.A.
as Administrative Agent

and

the LC Issuing Banks
from time to time parties hereto

ABN AMRO BANK N.V.

and

JPMORGAN CHASE BANK, N.A.
Co-Lead Arrangers & Book Managers

BNP PARIBAS

and

THE ROYAL BANK OF SCOTLAND PLC
Co-Syndication Agents

CREDIT AGREEMENT

Dated as of August 2, 2007

ENTERGY GULF STATES, INC., a Texas corporation (together with its successors and permitted assigns hereunder, the "Borrower"), the banks (the "Banks") listed on the signature pages hereof and Citibank, N.A. ("Citibank"), as administrative agent (the "Administrative Agent") for the Lenders (as defined below) hereunder, and the LC Issuing Banks (as defined below) parties hereto from time to time, agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"Advance" means an advance by a Lender to the Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a "Type" of Advance.

"Additional Lender" has the meaning specified in Section 2.05(b)(i).

"Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person.

"Agreement" means this Credit Agreement, as amended, supplemented or modified from time to time.

"Applicable Lending Office" means, with respect to each Lender, such Lender's Domestic Lending Office in the case of a Base Rate Advance and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance

"Applicable Margin" means, (i) for any Base Rate Advance, the Base Rate Margin interest rate per annum plus, on any date the Utilization Percentage exceeds 50%, the Utilization Fee interest rate per annum, in each case, set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 and Level 6, and (ii) for any Eurodollar Rate Advance, the Eurodollar Margin interest rate per annum set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 and Level 6 plus. on any date the Utilization Percentage exceeds 50%, the Utilization Fee interest rate per annum, in each case, set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 and Level 6 and, in all cases described by clauses (i) and (ii), determined by reference to the Senior Debt Rating.

	Level 1	Level 2	Level 3	Level 4	Level 5	Level 6
S&P Moody's	Senior Debt Rating at least A or A2	Senior Debt Rating Less than Level 1 but at least A- or A3	Senior Debt Rating Less than Level 2 but at least BBB+ or Baa1	Senior Debt Rating Less than Level 3 but at least BBB or Baa2	Senior Debt Rating Less than Level 4 but at least BBB- or Baa3	Senior Debt Rating below BBB- and Baa3*
Interest Rate Per Annum
Eurodollar Margin	0.100%	0.190%	0.280%	0.360%	0.425%	0.525%
Base Rate Margin	0.000%	0.000%	0.000%	0.000%	0.000%	0.500%
Utilization Fee	0.050%	0.050%	0.050%	0.050%	0.050%	0.100%

*or unrated

Any change in the Applicable Margin will be effective as of the date on which S&P or Moody's, as the case may be, announces the applicable change in any rating assigned to the Borrower's senior unsecured long-term debt.

"Approved Fund" means, with respect to any Lender that is a fund that invests in bank loans, any other fund that invests in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

"Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an assignee of that Lender, and accepted by the Administrative Agent, in substantially the form of Exhibit B hereto.

"Assumption Assets" means the assets on Entergy GSL's balance sheet that reflect the Assumed Debt.

"Assumed Debt" means indebtedness of the Initial Borrower assumed by Entergy Texas in connection with the Reorganization and Assumption (as further described in the FERC Application), which indebtedness will remain on the books of Entergy GSL under generally accepted accounting principles.

"Assumption Agreement" means an assumption agreement entered into by Entergy GSL, Entergy Texas and the Administrative Agent in substantially the form of Exhibit G hereto.

"Base Rate" means, for any period, a fluctuating interest rate per annum at all times equal to the higher of:

the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank's base rate; and

1/2 of 1% per annum above the Federal Funds Rate in effect from time to time.

"Base Rate Advance" means an Advance that bears interest as provided in Section 2.07(a).

"Borrowing" means a borrowing consisting of simultaneous Advances of the same Type made by each of the Lenders pursuant to Section 2.01 or Converted pursuant to Section 2.09 or 2.10.

"Business Day" means a day of the year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

"Capitalization" means, as of any date of determination, with respect to the Borrower and its subsidiaries determined on a consolidated basis, an amount equal to the sum of (i) the total principal amount of all Debt of the Borrower and its subsidiaries outstanding on such date, (ii) Consolidated Net Worth as of such date and (iii) to the extent not otherwise included in Capitalization, all preferred stock and other preferred securities of the Borrower and its subsidiaries, including preferred or preference securities issued by any subsidiary trust, outstanding on such date.

"Cash Collateral Account" has the meaning assigned to that term in Section 6.03.

"Charter Documents" means, with respect to any Person, collectively and, in each case, together with any modification of any term thereof, (i) the articles of organization, certificate of incorporation, constitution or certificate of formation of such Person and (ii) the bylaws or operating agreement of such Person,

"Commitment" has the meaning specified in Section 2.01.

"Common Equity" shall mean the stock, shares or other ownership interests in the issuer thereof howsoever evidenced (including, without limitation, limited liability company membership interests) that have ordinary voting power for the election of directors, managers or trustees (or other persons performing similar functions) of the issuer, as applicable, provided that Preferred Equity, even if it has such ordinary voting power, shall not be Common Equity.

"Consolidated Net Worth" means the sum of the capital stock (excluding treasury stock and capital stock subscribed for and unissued) and surplus (including earned surplus, capital surplus and the balance of the current profit and loss account not transferred to surplus) accounts of the Borrower and its subsidiaries appearing on a consolidated balance sheet of the Borrower and its subsidiaries prepared as of the date of determination in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e), after eliminating all intercompany transactions and all amounts properly attributable to minority interests, if any, in the stock and surplus of subsidiaries.

"Convert", "Conversion" and "Converted" each refers to a conversion of Advances of one Type into Advances of another Type or the selection of a new, or the renewal of the same, Interest Period for Eurodollar Rate Advances pursuant to Section 2.09 or 2.10.

"Debt" of any Person means (without duplication) all liabilities, obligations and indebtedness (whether contingent or otherwise) of such Person (i) for borrowed money or evidenced by bonds, debentures, notes, or other similar instruments, (ii) to pay the deferred purchase price of property or services (other than such obligations incurred in the ordinary course of business on customary trade terms, provided that such obligations are not more than 30 days past due), (iii) as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (iv) under reimbursement agreements or similar agreements with respect to the issuance of letters of credit (other than obligations in respect of letters of credit opened to provide for the payment of goods or services purchased in the ordinary course of business), (v) under any Guaranty Obligations and (vi) in respect of unfunded vested benefits under plans covered by Title IV of ERISA.

"Delivery Date" has the meaning assigned to that term in Section 8.06(c).

"Disaster Recovery Costs" means costs, approved by the applicable governmental authority regulating public utilities, relating to reconstruction and restoration of service after a Natural Disaster, including associated carrying costs, costs to fund and finance any storm reserves, and issuance and/or financing costs.

"Domestic Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Domestic Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

"Eligible Securitization Bonds" means securities, however denominated, that are issued by any direct or indirect subsidiary of the Borrower or any other Person under which recourse is limited to assets that are primarily rights to collect charges that are authorized by law (including, without limitation, pursuant to any order of any governmental authority authorized by law to regulate public utilities) to be invoiced to customers of the Borrower, where the proceeds of such securities are used to finance (i) Stranded Costs, (ii) Disaster Recovery Costs, (iii) a capital contribution to the Borrower, which capital contribution is calculated in relation to the amount of the Borrower's Disaster Recovery Costs, and (iv) in all cases, any issuance and/or financing costs for such securities, any related reserves or overcollateralization accounts and other costs related to supporting, servicing, repaying and retiring such securities.

"Entergy GSL" means Entergy Gulf States Louisiana, L.L.C. a Louisiana limited liability company, or its successors and permitted assigns, which as of the date hereof, is contemplated to be formed as part of the Reorganization and Assumption.

"Entergy Louisiana" means Entergy Louisiana, LLC, a Texas limited liability company, or its successors and permitted assigns.

"Entergy Texas" means Entergy Texas, Inc., a Texas corporation, or its successors and permitted assigns, which as of the date hereof, is contemplated to be formed as part of the Reorganization and Assumption.

"Environmental Laws" means any federal, state or local laws, ordinances or codes, rules, orders, or regulations relating to pollution or protection of the environment, including, without limitation, laws relating to hazardous substances, laws relating to reclamation of land and waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollution, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder, each as amended and modified from time to time.

"ERISA Affiliate" of a Person or entity means any trade or business (whether or not incorporated) that is a member of a group of which such Person or entity is a member and that is under common control with such Person or entity within the meaning of Section 414 of the Internal Revenue Code of 1986, and the regulations promulgated and rulings issued thereunder, each as amended or modified from time to time.

"ERISA Plan" means an employee benefit plan maintained for employees of any Person or any ERISA Affiliate of such Person subject to Title IV of ERISA.

"ERISA Termination Event" means (i) a Reportable Event described in Section 4043 of ERISA and the regulations issued thereunder (other than a Reportable Event not subject to the provision for 30-day notice to PBGC), or (ii) the withdrawal of the Borrower or any of its ERISA Affiliates from an ERISA Plan during a plan year in which the Borrower or any of its ERISA Affiliates was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate an ERISA Plan or the treatment of an ERISA Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate an ERISA Plan by the PBGC or to appoint a trustee to administer any ERISA Plan, or (v) any other event or condition that would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer any ERISA Plan.

"Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Eurodollar Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Eurodollar Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

"Eurodollar Rate" means, for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing, an interest rate per annum equal to the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered by the principal office of each of the Reference Banks in London, England, to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank's Eurodollar Rate Advance made as part of such Borrowing and for a period equal to such Interest Period. The Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing shall be determined by the Administrative Agent on the basis of applicable rates furnished to and received by the Administrative Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.09.

"Eurodollar Rate Advance" means an Advance that bears interest as provided in Section 2.07(b).

"Eurodollar Rate Reserve Percentage" of any Lender for the Interest Period for any Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

"Events of Default" has the meaning specified in Section 6.01.

"Extension of Credit" means (i) the disbursement of the proceeds of any Borrowing and (ii) the issuance of a Letter of Credit or the amendment of any Letter of Credit having the effect of extending the stated termination date thereof or increasing the maximum amount available to be drawn thereunder.

"Extension Notice Date" has the meaning specified in Section 2.18(a).

"Facility Fee" is defined in Section 2.04(a).

"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to 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 for such day (or, if such day is not a Business Day, for the next preceding 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 such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"Fee Letter" means that certain letter agreement, dated as of June 26, 2007, among the Borrower, Entergy Corporation, Entergy Louisiana and Citigroup Global Markets Inc., as amended, modified and supplemented from time to time.

"FERC Application" means the Application of the Initial Borrower and certain of its Affiliates filed with the Federal Energy Regulatory Commission on March 13, 2007.

"FERC Authorization" means the authorization of the Federal Energy Regulatory Commission in docket number ES06-23-000 granted to the Borrower dated as of February 28, 2006 and effective as of March 1, 2006.

"Foreign Lender" means any Lender or LC Issuing Bank that is organized under the laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

"Fronting Commitment", for any LC Issuing Bank, means the amount as agreed in writing from time to time between such LC Issuing Bank and the Borrower.

"Granting Lender" has the meaning specified in Section 8.07(g).

"Guaranty Obligations" means (i) 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, Debt of any Person and (ii) other guaranty or similar obligations in respect of the financial obligations of others, including, without limitation, Support Obligations.

"Hurricane Recovery Costs" means costs and expenses relating to expenditures authorized by a governmental body or regulatory body for relief and reconstruction relating to the impact of a hurricane.

"Hybrid Securities" means (i) debt or preferred or preference equity securities (however designated or denominated) of the Borrower or any of its subsidiaries that are mandatorily convertible into Common Equity or Preferred Equity of the Borrower or any of its subsidiaries, provided that such securities do not constitute Mandatorily Redeemable Stock, (ii) securities of the Borrower or any of its subsidiaries that (A) are afforded equity treatment (whether full or partial) by S&P or Moody's at the time of issuance, and (B) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to 91 days after the Termination Date, (iii) any other securities (however designated or denominated), that are (A) issued by the Borrower or any of its subsidiaries, (B) not subject to mandatory redemption or mandatory prepayment, and (C) together with any guaranty thereof, subordinate in right of payment to the unsecured and unsubordinated indebtedness (other than trade liabilities incurred in the ordinary course of business and payable in accordance with customary terms) of the issuer of such securities or guaranty and (iv) QUIPS.

"Initial Borrower" means Entergy Gulf States, Inc.

"Interest Period" means, for each Advance made as part of the same Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any Advance into such an Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be 1, 2, 3 or 6 months (or any other period acceptable to all the Lenders) in the case of a Eurodollar Rate Advance, as the Borrower may, upon notice received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

the Borrower may not select any Interest Period that ends after the then-scheduled Termination Date with respect to the Commitments of all the Lenders;

Interest Periods commencing on the same date for Advances made as part of the same Borrowing shall be of the same duration; and

whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, in the case of any Interest Period for a Eurodollar Rate Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

"Interim Period" has the meaning assigned to that term in Section 2.01.

"LC Fee" is defined in Section 2.04(b).

"LC Issuing Bank" means each consenting Lender or Affiliate thereof that may be appointed from time to time by the Borrower to issue Letters of Credit under this Agreement and that is reasonably acceptable to the Administrative Agent.

"LC Outstandings" means, on any date of determination, the sum of the undrawn stated amounts of all Letters of Credit that are outstanding on such date plus the aggregate principal amount of all unpaid reimbursement obligations of the Borrower on such date with respect to payments made by the LC Issuing Banks under Letters of Credit.

"LC Payment Notice" is defined in Section 2.03(d).

"Lenders" means the Banks listed on the signature pages hereof and each Person that shall become a party hereto pursuant to Section 8.07.

"Letter of Credit" means letters of credit issued by an LC Issuing Bank pursuant to Section 2.03.

"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 that 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.

"Majority Lenders" means at any time Lenders to which are owed more than 50% of the then aggregate unpaid principal amount of the Advances and participation obligations with respect to the LC Outstandings, or, if there are no Outstanding Credits, Lenders having more than 50% of the Commitments (without giving effect to any termination in whole of the Commitments pursuant to Section 6.02), provided, that for purposes hereof, neither the Borrower, nor any of its Affiliates, if a Lender, shall be included in (i) the Lenders holding such amount of the Advances or participation obligations with respect to the LC Outstandings or having such amount of the Commitments or (ii) determining the aggregate unpaid principal amount of the Advances or participation obligations with respect to the LC Outstandings or the total Commitments.

"Mandatorily Redeemable Stock" shall mean, with respect to any Person, such Person's Common Equity or Preferred Equity to the extent that it is (i) redeemable, payable or required to be purchased or otherwise retired or extinguished, or convertible into any Debt or other liability of such Person, (A) at a fixed or determinable date, whether by operation of a sinking fund or otherwise, (B) at the option of any Person other than such Person, or (C) upon the occurrence of a condition not solely within the control of such Person, such as a redemption required to be made out of future earnings, or (ii) presently convertible into Mandatorily Redeemable Stock.

"Moody's" means Moody's Investors Service, Inc. or any successor thereto.

"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding three plan years made or accrued an obligation to make contributions.

"Natural Disaster" means a named tropical storm or hurricane, ice or snow storm, flood or other significant weather or natural disaster.

"Non-Consenting Lender" has the meaning specified in Section 2.18(d).

"Non-Recourse Debt" means any Debt of any subsidiary of the Borrower that does not constitute Debt of the Borrower or any Significant Subsidiary.

"Notice of Borrowing" has the meaning specified in Section 2.02(a).

"Notice of Conversion" has the meaning specified in Section 2.10(a).

"OECD" means the Organization for Economic Cooperation and Development.

"Outstanding Credits" means, on any date of determination, an amount equal to the sum of (i) the aggregate principal amount of all Borrowings outstanding on such date plus (ii) the LC Outstandings on such date, in each case, after giving effect to all repayments and prepayments of Advances and Reimbursement Amounts and all reductions in the LC Outstandings on such date.

"Patriot Act" means USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

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

"Percentage" means, for any Lender on any date of determination, the percentage obtained by dividing such Lender's Commitment on such day by the total of the Commitments on such date, and multiplying the quotient so obtained by 100%.

"Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

"Post-Reorganization Borrowers" means, collectively, Entergy GSL and Entergy Texas.

"Preferred Equity" shall mean any stock, shares or other ownership interests in the issuer thereof howsoever evidenced (including, without limitation, limited liability company membership interests), whether with or without voting rights, that is entitled to dividends or distributions prior to the payment of dividends or distributions with respect to Common Equity.

"QUIPS" means, on any date of determination, all outstanding preferred stock and other preferred securities of the Borrower and its subsidiaries, including preferred securities issued by any subsidiary trust.

"Reference Banks" means Citibank, ABN AMRO Bank N.V., BNP Paribas, JPMorgan Chase Bank, N.A. and The Royal Bank of Scotland plc.

"Register" has the meaning specified in Section 8.07(b).

"Reimbursement Amount" has the meaning specified in Section 2.03(c).

"Reorganization and Assumption" means (i) as further described in the Initial Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as filed with the SEC, the jurisdictional separation of the Initial Borrower into Entergy GSL (with Entergy GSL being the surviving Person in the merger of the Initial Borrower into a Louisiana limited liability company) and Entergy Texas and (ii) as further described in the FERC Application, the assumption of the Assumed Debt by Entergy Texas.

"Reorganization and Assumption Date" means the date on which the Reorganization and Assumption is completed.

"Reportable Event" has the meaning assigned to that term in Title IV of ERISA.

"Request for Issuance" means a request made pursuant to Section 2.03(a) in the form of Exhibit A-3.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

"SEC" means the United States Securities and Exchange Commission.

"Senior Debt Rating" means the higher of the ratings assigned by Moody's or S&P to the Borrower's senior unsecured long-term debt. Notwithstanding the foregoing, if the ratings described above differ by more than one level or "notch", the Senior Debt Rating will be deemed to be the rating one level or "notch" above the lower of the two ratings described above.

"Significant Subsidiary" means any subsidiary of the Borrower: (i) the total assets (after intercompany eliminations) of which exceed 5% of the total assets of the Borrower and its subsidiaries or (ii) the net worth of which exceeds 5% of the Consolidated Net Worth of the Borrower and its subsidiaries, in each case as shown on the most recent audited consolidated balance sheet of the Borrower and its subsidiaries. "SPC" has the meaning specified in Section 8.07(g).

"Stranded Costs" means lost revenues of the Borrower arising from prudently incurred, verifiable and non-mitigable electric generation-related costs that become unrecoverable due to restructuring and retail competition.

"Support Obligations" means any financial obligation, contingent or otherwise, of any Person guaranteeing or otherwise supporting any Debt or other obligation of any other Person in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Debt, (ii) to purchase property, securities or services for the purpose of assuring the owner of such Debt of the payment of such Debt, (iii) to maintain working capital, equity capital, available cash or other financial statement condition of the primary obligor so as to enable the primary obligor to pay such Debt, (iv) to provide equity capital under or in respect of equity subscription arrangements so as to assure any Person with respect to the payment of such Debt or the performance of such obligation, or (v) to provide financial support for the performance of, or to arrange for the performance of, any non-monetary obligations or non-funded debt payment obligations (including, without limitation, guaranties of payments under power purchase or other similar arrangements) of the primary obligor.

"Termination Date" means the earlier to occur of (i) August 2, 2012, or, as to any Lender, such later date that may be established for such Lender pursuant to Section 2.18, and (ii) date of termination in whole of the Commitments and each LC Issuing Bank's obligation to issue Letters of Credit pursuant to Section 2.05 or Section 6.02 hereof.

"Utilization Percentage" means, as of any time for the determination thereof, the percentage obtained by dividing the aggregate Outstanding Credits by the aggregate Commitments then in effect.

SECTION 1.02. Computation of Time Periods.

In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding".

SECTION 1.03. Accounting Terms.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) hereof.

ARTICLE II
AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

SECTION 2.01. The Commitments.

Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower and to participate in the reimbursement obligations of the Borrower in respect of Letters of Credit from time to time on any Business Day during the period from the date hereof until the Termination Date with respect to the Commitment of such Lender in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender's name on Schedule II hereto or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(b), as such amount may be reduced pursuant to Section 2.05 (such Lender's "Commitment"). Each Borrowing shall be in an amount not less than $1,000,000 or an integral multiple of $100,000 in excess thereof and shall consist of Advances of the same Type and, in the case of Eurodollar Rate Advances, having the same Interest Period made or Converted on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender's Commitment, the Borrower may from time to time borrow, prepay pursuant to Section 2.11 and reborrow under this Section 2.01; provided, however, that at no time may the Outstanding Credits exceed the aggregate amount of the Commitments. Notwithstanding the foregoing, as of and from the Reorganization and Assumption Date until the Delivery Date (the "Interim Period"), Entergy GSL may utilize no more than one-half (50.0%) of the aggregate amount of the Commitments in effect immediately prior to the Reorganization and Assumption Date (such that each Lender's Commitment during the Interim Period may be utilized only to the extent of one-half (50.0%) of such Lender's Commitment in effect immediately prior to the Reorganization and Assumption Date); provided, further, that at no time during the Interim Period may the Outstanding Credits for which Entergy GSL is liable under this Agreement (as amended by the Assumption Agreement) exceed one-half (50.0%) of the aggregate amount of the Commitments; provided, further, that during the Interim Period, Entergy Texas shall not be permitted to make any Borrowings.