ENTERGY NEW ORLEANS, INC (Form: 8-K12B, Received: 12/01/2017 08:20:22)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)	November 30, 2017



Commission File Number	Registrant, State of Incorporation, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No.
1-35747	ENTERGY NEW ORLEANS, LLC, a Texas limited liability company, as successor to Entergy Utility Group, Inc. (formerly known as Entergy New Orleans, Inc.) 1600 Perdido Street New Orleans, Louisiana 70112 Telephone (504) 670-3700 82-2212934 Former name and address: ENTERGY UTILITY GROUP, INC. (formerly known as Entergy New Orleans, Inc.), a Texas corporation, 1600 Perdido Street New Orleans, Louisiana 70112 Telephone (504) 670-3700 72-0273040

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

On November 30, 2017, Entergy New Orleans, Inc. (ENOI) undertook a restructuring which resulted in the transfer of substantially all of the assets and operations of ENOI to a new entity, which is now owned by an existing Entergy subsidiary holding company (Internal Restructuring).

In order to effect the Internal Restructuring, under the Texas Business Organizations Code (TXBOC), ENOI allocated substantially all of its assets to a new subsidiary, Entergy New Orleans Power, LLC, a Texas limited liability company (ENOL), and ENOL assumed substantially all of the liabilities of ENOI, in a transaction regarded as a merger under the TXBOC. ENOI remained in existence. On December 1, 2017, ENOI changed its name from “Entergy New Orleans, Inc.” to “Entergy Utility Group, Inc.” and ENOL changed its name from “Entergy New Orleans Power, LLC” to “Entergy New Orleans, LLC”.

With the completion of the Internal Restructuring, ENOL holds substantially all of the assets, and has assumed substantially all of the liabilities, of ENOI.

This Current Report on Form 8-K is being filed for the purpose of establishing ENOL as the successor issuer to ENOI pursuant to Rules 12g-3(a) and 15d-5(a) under the Securities Exchange Act of 1934, as amended (Exchange Act), and to disclose events required to be disclosed on Form 8-K with respect to ENOI and ENOL relating to the Internal Restructuring. Pursuant to Rule 12g-3(a) under the Exchange Act, the series of outstanding debt securities that ENOI had registered under Section 12(b) of the Exchange Act and listed on the New York Stock Exchange (NYSE) are deemed registered by ENOL under Section 12(b) of the Exchange Act and ENOL is subject to the reporting and other applicable requirements of the Exchange Act.

Item 1.01. Entry into a Material Definitive Agreement.

The information included in Item 8.01 is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information included in Item 8.01 is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant .

The information included in Item 8.01 is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information included in Item 8.01 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The directors and executive officers of ENOL are the same persons, and hold the same positions, as had been the case at ENOI and are listed below:

Directors

Charles L. Rice, Jr.

Paul D. Hinnenkamp

Andrew S. Marsh

Roderick K. West

Officers

Marcus V. Brown

Leo P. Denault

Paul D. Hinnenkamp

Andrew S. Marsh

Alyson M. Mount

Charles L. Rice, Jr.

Andrea Coughlin Rowley

Donald W. Vinci

Roderick K. West

Information concerning each such director and officer is included in ENOI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 1, 2017, ENOI amended its Certificate of Formation and Bylaws to change its name to “Entergy Utility Group, Inc.” Such amendments are included in this filing as Exhibits 3.1 and 3.2, respectively.

ENOL is governed by the Certificate of Formation and Company Agreement of Entergy New Orleans Power, LLC, each dated as of July 18, 2017, as amended December 1, 2017 to change its name from “Entergy New Orleans Power, LLC” to “Entergy New Orleans, LLC”. Composite forms of each of the Certificate of Formation and the Company Agreement of ENOL reflecting the December 1, 2017 amendments thereto are included in this filing as Exhibits 3.3 and 3.4, respectively.

Item 8.01. Other Events .

In November 2017, in contemplation of the Internal Restructuring, ENOI redeemed its outstanding preferred stock and converted from a Louisiana corporation to a Texas corporation.

On November 30, 2017, the Internal Restructuring was completed.

In order to effectuate the Internal Restructuring, under the TXBOC, ENOI allocated substantially all of its assets to a new subsidiary, ENOL, a Texas limited liability company, and ENOL assumed substantially all of the liabilities of ENOI, in a transaction regarded as a merger under the TXBOC. ENOI remained in existence after completion of the merger and contributed the membership interests in ENOL to an affiliate,

Entergy Utility Holding Company, LLC, all of the common membership interests of which are owned directly or indirectly by Entergy Corporation. On December 1, 2017, ENOI changed its name from “Entergy New Orleans, Inc.” to “Entergy Utility Group, Inc.” and ENOL changed its name from “Entergy New Orleans Power, LLC” to “Entergy New Orleans, LLC”.

With the completion of the Internal Restructuring, ENOL holds substantially all of the assets, and has assumed substantially all of the liabilities, of ENOI, including the obligations of ENOI with respect to the Mortgage and Deed of Trust, dated as of May 1, 1987, as amended and supplemented, and the outstanding First Mortgage Bonds issued thereunder.

The Plan of Merger of Entergy New Orleans, Inc. and Entergy New Orleans Power, LLC is included in this filing as Exhibit 2.1.

All of the exhibits filed by ENOI in the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and Quarterly Reports on Form 10-Q for the interim periods during the fiscal year ended December 31, 2017, which reports were filed on a combined basis by ENOI along with the annual and quarterly reports of its parent, Entergy Corporation, and the annual and quarterly reports of various affiliated entities and which include the indentures and material contracts filed as exhibit numbers 4 (Instruments Defining the Rights of Security Holders, Including Indentures) and 10 (Material Contracts), which relate to obligations that ENOL has assumed in the Internal Restructuring, are considered to be exhibits applicable to ENOL as successor to ENOI, except to the extent such exhibits are superseded.

On December 1, 2017, ENOI notified the NYSE of the completion of the Internal Restructuring. As a result of the succession of ENOL to the obligations, including all securities, of ENOI, the NYSE has informed ENOI that it will file with the Securities and Exchange Commission (SEC) a notification on Form 25 to remove the two series of ENOI debt securities (First Mortgage Bonds, 5.0% Series due December 2052 and First Mortgage Bonds, 5.50% Series due April 2066) that had been listed on the NYSE from listing by ENOI on the NYSE and from registration under Section 12(b) of the Exchange Act. As a result of Exchange Act Rule 12g-3(a), such debt securities are now considered to be listed on the NYSE by ENOL as successor to ENOI.

In addition, ENOI intends to file with the SEC a certification and notice of termination on Form 15 requesting that its reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to its outstanding debt securities be suspended and terminated. ENOL is subject to the reporting and other applicable requirements of the Exchange Act as successor to ENOI.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index.

Exhibit Index



Exhibit No.	Description of Exhibit
2.1	Plan of Merger of Entergy New Orleans, Inc. and Entergy New Orleans Power, LLC
3.1	Certificate of Amendment to Certificate of Formation of Entergy New Orleans, Inc. to change the company name to Entergy Utility Group, Inc.
3.2	Amended and Restated Bylaws of Entergy Utility Group, Inc. formerly known as Entergy New Orleans, Inc.
3.3	Composite Certificate of Formation of Entergy New Orleans, LLC
3.4	Composite Company Agreement of Entergy New Orleans, LLC
4.1	Twenty-first Supplemental Indenture of Entergy New Orleans Power, LLC under the Mortgage and Deed of Trust, dated as of May 1, 1987, as amended, of Entergy New Orleans, Inc. to The Bank of New York Mellon, as Trustee
4.2	Borrower Assumption Agreement, dated as of November 30, 2017, of Entergy New Orleans Power, LLC under the Amended and Restated Credit Agreement dated as of November, 2015, as amended, among Entergy New Orleans, Inc., as the Borrower, the banks and other financial institutions party thereto as Lenders, Bank of America, N.A., as Administrative Agent

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.



	Entergy New Orleans, LLC
	Entergy Utility Group, Inc.


Date: December 1, 2017	By:	/s/ Marcus V. Brown Name: Marcus V. Brown Title: Executive Vice President and General Counsel

Exhibit 2.1

PLAN OF MERGER OF

ENTERGY NEW ORLEANS, INC. AND

ENTERGY NEW ORLEANS POWER, LLC

This Plan of Merger (this “ Plan ”) is entered into November 21, 2017 by and between Entergy New Orleans, Inc., a Texas corporation (“ ENO ”), and Entergy New Orleans Power, LLC, a Texas limited liability company (“ ENOP ”), with respect to the merger contemplated herein (the “ Merger ”) and certifies and sets forth the following:


1.	The name of each domestic or foreign corporation or other entity that is a party to the Merger, the type of each such entity, and the jurisdiction in which each such entity is organized is:



Name	Type of Entity	Jurisdiction
Entergy New Orleans, Inc.	Corporation	Texas
Entergy New Orleans Power, LLC	Limited Liability Company	Texas


2.	The name of each domestic or foreign corporation or other entity that shall survive the Merger, the type of each such entity, and the jurisdiction in which each such entity is organized is:



Name	Type of Entity	Jurisdiction
Entergy New Orleans, Inc.	Corporation	Texas
Entergy New Orleans Power, LLC	Limited Liability Company	Texas


3.	This Plan has been approved as required by Chapter 10 of the Texas Business Organizations Code (the “ Code ”).


4.	The effective time of the Merger shall be as specified in the Certificate of Merger (the “ Effective Time ”).


5.	The terms and conditions of the Merger are as follows

All assets, including the bank accounts listed on Schedule A (and all funds held in such accounts immediately prior to the Effective Time) and the equity interests held by ENO in the entities listed on Schedule B , real estate and other property (tangible and intangible, movable and immovable), owned, held, leased, and claimed by ENO immediately prior to the Effective Time, whether located within the State of Louisiana or outside the State of Louisiana, shall be allocated to and vested in ENOP, except that the following shall be retained by ENO (the “ ENO Retained Assets ”):


i.	all Units of Common Membership Interest (as that term is defined in the Company Agreement of ENOP, dated July 18, 2017 (the “ ENOP Company Agreement ”) of ENOP held by ENO immediately prior to the Effective Time (the “ ENOP Units ”);


ii.	the bank accounts listed on Schedule C and all funds held in such accounts immediately prior to the Effective Time;


iii.	twenty-six shares of common stock, no par value, of System Fuels, Inc.; and


iv.	that certain Contribution Agreement, dated November 21, 2017, between ENO and

Entergy Utility Holding Company, LLC, a Texas limited liability company (“EUHC”), (the “ EUHC Contribution Agreement ”) pursuant to which ENO is obligated to contribute the ENOP Units to EUHC following the Merger (the “ Contribution ”).

All (i) Liabilities (as hereinafter defined) of ENO immediately prior to the Effective Time and (ii) income tax liabilities of ENO, which will result from the performance of ENO’s obligatons under the Contribution Agreement, less any tax attributes ENO utilizes to reduce such tax liabilities (the “ Contribution Net Tax Liabilities ”), if any, shall be allocated to and vested in ENOP (the “ ENOP Assumed Liabilities ”), except that the following shall be retained by ENO (collectively, the “ ENO Retained Liabilities ”):


i.	the Liabilities that are specifically related to the ENO Retained Assets, other than the Contribution Net Tax Liabilities; and


ii.	the Liabilities for any fees and franchise taxes required by law to be paid by ENO for all periods prior to the Effective Time (as further described in Section 10).

All assets, including real estate and other property (tangible and intangible, movable and immovable), including but not limited to any funds held in those bank accounts in the name of ENOP as of the Effective Time, owned, held, leased, and claimed by ENOP immediately prior to the Effective Time, whether located within the State of Louisiana or outside the State of Louisiana, shall be retained by and vested in ENOP; and


d.	All Liabilities of ENOP immediately prior to the Effective Time (the “ Pre-Effective Time ENOP Liabilities ”) shall be allocated to and vested in ENOP.

Prior to the Effective Time, ENO and ENOP shall pay and discharge their respective Liabilities in a due and timely manner. From and after the Effective Time, (i) ENOP shall pay and discharge in full or cause to be paid and discharged in full, the ENOP Assumed Liabilities and the Pre-Effective Time ENOP Liabilities in a due and timely manner; and (ii) ENO shall pay and discharge in full, or cause to be paid and discharged in full, the ENO Retained Liabilities in a due and timely manner.

For purposes of this Plan, (a) “ Liabilities ” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable, or otherwise, or whether sounding in tort, contract, employment, administrative, tax, or any other area of law, and (b) “ Person ” means an individual, corporation, limited liability company, partnership (general, limited, or limited liability), trust, joint venture, or other entity.

This Plan, including as a part hereof all schedules and documents incorporated herein by reference, is intended to provide for the allocation of all Liabilities of ENO and ENOP.

All allocations of rights, titles, and interests to all real estate and other property shall be subject to all existing liens or other encumbrances thereon (except as released by express release prior to or upon the Effective Time) and all exceptions, easements, servitudes, rights-of-way, rights of use, releases, encroachments, reservations, joint ownership agreements, joint operating agreements, joint use agreements, options, and other agreements affecting such property as of the Effective Time,

whether or not of record. All allocations of real and tangible personal property (movable or immovable) of ENO are made AS IS, WHERE IS, WITH ALL FAULTS, AND ALL WARRANTIES (EXPRESS AND IMPLIED) WITH RESPECT TO CONDITION, DEFECTS (LATENT OR PATENT), MERCHANTABILITY, HABITABILITY, AND FITNESS FOR ANY PURPOSE OF ANY ALLOCATED PROPERTY ARE EXPRESSLY DISCLAIMED, including, without limitation, the warranty against redhibitory defects provided by Louisiana Civil Code Articles 2520 et seq ., and the warranty of fitness for intended uses under Louisiana Civil Code Article 2475, and without recourse. Each of ENO and ENOP irrevocably waives and relinquishes any rights it may have to rescind or otherwise set aside the allocation of all or any part of the property allocated due to the resolutory condition under Louisiana Civil Code Art. 2561 or otherwise arising out of the failure of ENO or ENOP to pay or perform any liability or obligation allocated to it or any other obligation that is obligated to pay or perform and any vendor’s lien arising out of this allocation. Each of ENO and ENOP waives production of mortgage and conveyance certificates, tax researches, surveys, and any and all other certificates required by law or custom.

Following the Merger and implementation of this Plan, the shareholder of ENO shall continue to be the shareholder of ENO with the same ownership rights and interests as it had in ENO immediately prior to the Merger. In addition, following the Merger and implementation of this Plan, the member of ENOP shall continue to be the member of ENOP with the same ownership rights and interests as it had in ENOP immediately prior to the Merger.

Following the Merger and implementation of this Plan, those persons identified as Directors on the attached Exhibit A shall be the Directors (as that term is defined in the Bylaws of ENO dated as of November 16, 2017) of ENO and those persons identified as Directors on Exhibit B shall be the Directors (as that term is defined in the ENOP Company Agreement) of ENOP and shall serve on the Board of Directors of the respective entity until such time that new Directors are elected for such entity.


9.	Following the Merger and implementation of this Plan, those persons identified as officers on the attached Exhibit A shall be the officers of ENO and those persons identified as officers on Exhibit B shall be the officers of ENOP and shall serve as officers of the respective entity until such time that new officers are elected or appointed for such entity.

10.

To satisfy the requirements of Section 10.156(2) of the Code, ENOP and ENO agree that each will be responsible for the timely payment of all of their respective fees and franchise taxes that would have been required by law to be paid by each of them for all periods prior to the Effective Time as if the Merger had not occurred, regardless of whether such fees and franchise taxes have not been timely paid. Each surviving entity shall be responsible for payment of all fees and taxes as required by law to be paid by it from and after the Effective Time.

11.

To the extent not released, ENOP shall be the primary obligor for the ENOP Assumed Liabilities under this Plan. To the extent not released, ENO shall have continuing liability on the ENOP Assumed Liabilities to the extent provided by law, provided that, as between ENO and ENOP, ENO shall have all rights of a surety against ENOP as primary obligor for all payments made and costs incurred by ENO in respect of the ENOP Assumed Liabilities. ENOP shall indemnify, defend, save, and hold harmless ENO from and against, and shall reimburse ENO for any payments made and costs incurred by ENO, in respect of, the ENOP Assumed Liabilities.


12.	At any time before the Effective Time, this Plan may be abandoned (subject to any contractual rights)

by either party to the Merger, without member or shareholder action, as applicable, by (a) execution of a statement of abandonment by any officer of such entity or in any other manner determined by the Board of Directors of such entity; and (b) if the Certificate of Merger has been filed but the Effective Time has not yet occurred, filing by the parties of a Certificate of Abandonment in accordance with the Code prior to the Effective Time.


13.	ENO reserves the right to amend, modify, or supplement this Plan (including Exhibits and Schedules, if any) and the Certificate of Merger prior to the Effective Time, and if such right is exercised this Plan and the Certificate of Merger, as so amended, modified, or supplemented, shall be the Plan and the Certificate of Merger that become effective as of the Effective Time.


14.	A copy of this Plan will be furnished by each surviving entity, on written request and without cost, to any shareholder of ENO or member of ENOP, and to any creditor or obligee of either party to the Merger at the time of the Merger if such obligation is then outstanding.


15.	ENO and ENOP will cause to be promptly and duly taken, executed, acknowledged, delivered, recorded, and filed all such further instruments, documents, and assurances as either may from time to time reasonably request to carry out more effectively the intent and purposes of this Plan.

16.

It is the intent of ENO and ENOP that the assets and other property (tangible and intangible, movable and immovable) and the obligations allocated to and vested in ENOP pursuant to this Plan include all rights, privileges, powers and franchises of ENO including, without limitation, any and all attorney-client privileges, work product doctrine and any other applicable privilege. Furthermore, ENO and ENOP have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the allocation of assets, other property, and obligations pursuant to this Plan is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All assets, other property, and obligations allocated to and vested in ENOP pursuant to this Plan, and the attorney-client relationships, work product, and communications relating to those assets, properties, and obligations that are entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. THE NEXT PAGE OF THIS DOCUMENT IS PAGE S-1.]

In witness whereof the parties to the Merger have executed this Plan of Merger as set forth above.

ENTERGY NEW ORLEANS, INC.

By: /s/ Charles L. Rice, Jr.

Charles L. Rice, Jr.

President and Chief Executive Officer

ENTERGY NEW ORLEANS POWER, LLC

By: /s/ Charles L. Rice, Jr.

Charles L. Rice, Jr.

President and Chief Executive Officer

SCHEDULE A

BANK ACCOUNTS ALLOCATED TO ENOP

[REDACTED]

Bank Account Numbers are Confidential

SCHEDULE B

EQUITY INTERESTS HELD BY ENO ALLOCATED TO ENOP



Entity	Ownership Percentage	Units
New Orleans Public Service Inc.	100.000000%	1,000 shares of common stock
Entergy New Orleans Storm Recovery Funding I, L.L.C.	100.000000%	100% of the membership interests

SCHEDULE C

BANK ACCOUNTS RETAINED BY ENO

[REDACTED]

Bank Account Numbers are Confidential

EXHIBIT A

DIRECTORS AND OFFICERS OF ENO

Directors

Roderick K. West

Andrew S. Marsh

Paul D. Hinnenkamp

Officers



Name	Title
Roderick K. West	Chairman of the Board, President and Chief Executive Officer
Andrew S. Marsh	Executive Vice President and Chief Financial Officer
Marcus V. Brown	Executive Vice President and General Counsel
Joseph T. Henderson	Senior Vice President and General Tax Counsel
Alyson M. Mount	Senior Vice President and Chief Accounting Officer
Steven C. McNeal	Vice President and Treasurer
Daniel T. Falstad	Secretary
Dawn A. Balash	Assistant Secretary
Stacey M. Lousteau	Assistant Treasurer
Mary Ann Valladares	Assistant Treasurer
Patricia A. Galbraith	Tax Officer
Rory L. Roberts	Tax Officer
Mark Keppler	Tax Officer

EXHIBIT B

DIRECTORS AND OFFICERS OF ENOP

Directors

Roderick K. West

Andrew S. Marsh

Charles L. Rice, Jr.

Paul D. Hinnenkamp

Officers



Name	Title
Charles L. Rice, Jr.	Chairman of the Board, President and Chief Executive Officer
Roderick K. West	Group President, Utility Operations
Andrew S. Marsh	Executive Vice President and Chief Financial Officer
Marcus V. Brown	Executive Vice President and General Counsel
Joseph T. Henderson	Senior Vice President and General Tax Counsel
Alyson M. Mount	Senior Vice President and Chief Accounting Officer
Steven C. McNeal	Vice President and Treasurer
Dennis P. Dawsey	Vice President, Customer Service
Gary Huntley	Vice President, Regulatory Affairs
Kimberly A. Fontan	Vice President, System Planning
Daniel T. Falstad	Secretary
Dawn A. Balash	Assistant Secretary
Stacey M. Lousteau	Assistant Treasurer
Mary Ann Valladares	Assistant Treasurer
Patricia A. Galbraith	Tax Officer
Rory L. Roberts	Tax Officer
Mark Keppler	Tax Officer

Exhibit 3.1



Form 424 (Revised 05/11)	Certificate of Amendment	This space reserved for office use.
Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512/463-5709
Filing Fee: See instructions



Entity Information
The name of the filing entity is:
Entergy New Orleans, Inc.
State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.
The filing entity is a: (Select the appropriate entity type below.)
X For-profit Corporation		Professional Corporation
Nonprofit Corporation		Professional Limited Liability Company
Cooperative Association		Professional Association
Limited Liability Company		Limited Partnership

The file number issued to the filing entity by the secretary of state is:			802859957
The date of formation of the entity is:	November 16, 2017


Amendments

1. Amended Name
(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)
The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:
The name of the filing entity is: (state the new name of the entity below)
Entergy Utility Group, Inc
The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows:



Registered Agent (Complete either A or B, but not both. Also complete C.)
A. The registered agent is an organization (cannot be entity named above) by the name of:

OR
B. The registered agent is an individual resident of the state whose name is:

First Name	M.I.	Last Name				Suffix
The person executing this instrument affirms that the person designated as the new registered agent has consented to serve as registered agent.
C. The business address of the registered agent and the registered office address is:
				TX
Street Address (No P.O. Box)			City	State	Zip Code

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:

Alter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:

Delete each of the provisions identified below from the certificate of formation.

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.



Effectiveness of Filing (Select either A, B, or C.)

A. This document becomes effective when the document is filed by the secretary of state.
B. X This document becomes effective at a later date, which is not more than ninety (90) days from
the date of signing. The delayed effective date is:	December 1, 2017 at 12:01 AM Central Standard Time
C. This document takes effect upon the occurrence of a future event or fact, other than the
passage of time. The 90 ^th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.



Date:	November 21, 2017



By :			/s/ Charles L. Rice, Jr.

Signature of authorized person
Charles L. Rice, Jr. President and Chief Executive Officer
Printed or typed name of authorized person (see instructions)

Exhibit 3.2

AMENDED AND RESTATED BYLAWS OF

ENTERGY UTILITY GROUP, INC.

formerly known as

ENTERGY NEW ORLEANS, INC.

AMENDED AND RESTATED BYLAWS OF

ENTERGY UTILITY GROUP, INC.

TABLE OF CONTENTS

1. OFFICES. 2


1.1.	Principal Office. 2


1.2.	Other Offices. 2

2. MEETINGS OF SHAREHOLDERS. 2


2.1.	Annual Meeting. 2


2.2.	Failure to Hold Annual Meeting. 2


2.3.	Special Meetings. 2


2.4.	Notice and Waivers of Notice. 3


2.5.	Attendance by Conference Telephone or other Communications Equipment. 3


2.6.	Record Dates for Matters other than Consents to Action. 3


2.7.	Voting List. 4


2.8.	Quorum of Shareholders. 4


2.9.	Method of Voting. 5


2.10.	Action without Meetings. 5


2.11.	Record Dates for Consents to Action. 6

3. DIRECTORS. 7


3.1.	Powers. 7


3.2.	Number; Qualifications. 7


3.3.	Election. 7


3.4.	Voting. 7


3.5.	Removal of Directors. 8


3.6.	Vacancies. 8


3.7.	Advisory Directors. 8

4. MEETINGS OF THE BOARD OF DIRECTORS. 9


4.1.	Place. 9


4.2.	Regular Meetings. 9


4.3.	Special Meetings. 9


4.4.	Notice and Waiver of Notice. 9


4.5.	Attendance by Conference Telephone or other Communications Equipment. 9


4.6.	Quorum of Directors. 9


4.7.	Action Without Meetings. 10


4.8.	Committees. 10

5. OFFICERS. 10


5.1.	Election, Number, Qualification, Term. 10


5.2.	Removal. 12


5.3.	Vacancies. 12


5.4.	Authority. 12


5.5.	Voting of Stock, Execution of Proxies. 13

6. CERTIFICATES REPRESENTING SHARES. 13


6.1.	Certificates. 13


6.2.	Lost, Stolen, or Destroyed Certificates. 13


6.3.	Registration of Transfer. 14


6.4.	Registered Holders as Owners. 14

7. PROTECTION OF OFFICERS, DIRECTORS AND EMPLOYEES. 14


7.1.	Power to Indemnify in Actions, Suits, or Proceedings other than those by or in the Right of the Corporation. 14


7.2.	Power to Indemnify in Actions, Suits, or Proceedings by or in the Right of the Corporation. 15


7.3.	Authorization of Indemnification. 15


7.4.	Good Faith Defined. 16


7.5.	Indemnification by a Court. 17


7.6.	Expenses Payable in Advance. 17


7.7.	Nonexclusivity of Indemnification and Advancement of Expenses. 17


7.8.	Insurance. 18


7.9.	Miscellaneous. 18


7.10.	Survival of Indemnification and Advancement of Expenses. 19


7.11.	Limitation on Indemnification. 19


7.12.	Indemnification of Advisory Directors, Employees and Agents. 19


7.13.	Repeal or Modification. 19


7.14.	Separability. 20

8. GENERAL PROVISIONS. 20


8.1.	Fiscal Year. 20


8.2.	Seal. 20


8.3.	Corporate Records. 20


8.4.	Confidentiality of Corporate Records. 20


8.5.	Amendment. 21


8.6.	Notice. 21


8.7.	Attendance by Conference Telephone or Electronic Communications System. 22

AMENDED AND RESTATED BYLAWS OF

ENTERGY UTILITY GROUP, INC.


1.	OFFICES.


1.1	Principal Office.

The principal office of ENTERGY UTILITY GROUP, INC. formerly known as ENTERGY NEW ORLEANS, INC. (the “ Corporation ”) shall be located in New Orleans, Louisiana.


1.2	Other Offices.

The Corporation may also have offices at such other places both within and without the State of Texas as the board of directors may from time to time determine or the business of the Corporation may require.


2.	MEETINGS OF SHAREHOLDERS.


2.1	Annual Meeting.

The annual meeting of shareholders for the election of directors and such other business as may properly be brought before the meeting shall be held at such place within or without the State of Texas and at such date and time as shall be designated by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.


2.2	Failure to Hold Annual Meeting.

Failure to hold any annual meeting shall not be cause for a winding up, dissolution, or termination of the Corporation. If the annual meeting is not held or a written consent instead of the annual meeting is not executed within any thirteen‑month period, any court of competent jurisdiction in the county in which the principal office of the Corporation is located may, on the application of any shareholder, summarily order a meeting to be held.


2.3	Special Meetings.

Special meetings of the shareholders may be called (1) by the chairman of the board of directors, the chief executive officer, the president, the board of directors, or such other person or persons as may be authorized in the Certificate of Formation or these Bylaws or (2) by the holders of at least twenty (20) percent of all the shares entitled to vote at the proposed special meeting. If not otherwise stated in or fixed in accordance with these Bylaws, for a special meeting called by shareholders, the record date for determining shareholders entitled to call such meeting is the date the first shareholder signs the notice of such meeting. Only business within the purpose or purposes described in the notice required in Section 2.4 of these Bylaws may be conducted at a special meeting of the shareholders.


2.4	Notice and Waivers of Notice.

Except as provided in Section 6.053 of the Texas Business Organizations Code, written or printed notice conforming to the provisions of Section 8.6 of these Bylaws shall be delivered to each shareholder of record entitled to vote at such meeting not less than ten (10) days nor more than

sixty (60) days before the date of the meeting. Such notice shall be sent by, or at the direction of, the president, the secretary, or the officer or persons calling the meeting. If made available, each notice of meeting may give directions that will allow a shareholder to participate by telephonic or electronic participation in the meeting in a manner described in Section 8.7 of these Bylaws. Unless required by the Certificate of Formation, the business to be transacted at the annual meeting of the shareholders, or the purpose of such a meeting, is not required to be specified in the notice thereof or in a written waiver of notice of the meeting. In the case of a special meeting, the notice of meeting shall state the purpose or purposes for which the meeting is called, but the purpose or purposes of a special meeting is not required to be specified in a written waiver of notice of such a meeting. Notice of a meeting of the shareholders may be waived as provided in Section 8.6 of these Bylaws.


2.5	Attendance by Conference Telephone or other Communications Equipment.

Unless otherwise restricted by the Certificate of Formation, if made available, any shareholder may participate in any meeting by means of conference telephone or other communications equipment as provided in Section 8.7 of these Bylaws.


2.6	Record Dates for Matters other than Consents to Action.

For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, or in order to make a determination of shareholders for any other purpose (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders), the board of directors may provide that the share transfer records shall be closed for a stated period not to exceed sixty (60) days. If the share transfer records shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such records shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the share transfer records, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date to be not more than sixty (60) days and not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or shareholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the share transfer records and the stated period of closing has expired.


2.7	Voting List.


2.7.1	The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least eleven (11) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment

thereof, arranged in alphabetical order, with the address of each shareholder, the type of shares held by each shareholder, the number of shares held by each shareholder, and the number of votes that each shareholder is entitled to cast if the number of such votes is different from the number of shares shown to be held by such shareholder, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. If the meeting is to be held by remote communication, the notice of the meeting given pursuant to Section 2.4 of these Bylaws shall describe how the shareholder shall access the list of shareholders for the meeting. The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or vote at any meeting of shareholders.


2.7.2	Failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting.


2.8	Quorum of Shareholders.


2.8.1	With respect to any matter, the holders of a majority of the shares entitled to vote on that matter, if represented at the meeting in person or by proxy, shall constitute a quorum of the shareholders for the transaction of business except as otherwise provided by statute or by the Certificate of Formation.

2.8.2

Unless otherwise provided in the Certificate of Formation or these Bylaws, once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholders or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting.


2.8.3	Unless otherwise provided in the Certificate of Formation or these Bylaws, the shareholders represented in person or by proxy at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at that meeting.


2.9	Method of Voting.

Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Certificate of Formation (or any designation of the rights and privileges of shares properly established by the board of directors) provides for more or less than one vote per share or limits or denies voting rights to the holders of the shares of any class or series. Any shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney‑in‑fact. A telegram, telex, cablegram, or other form of electronic transmission, including telephonic transmission, by the shareholder or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder shall be treated as an execution in writing for purposes of this Section. Any

electronic transmission must contain or be accompanied by information from which it can be determined that the transmission was authorized by the shareholder. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest, such as in the case of a pledge; a person who purchased or agreed to purchase, or owns or holds an option to purchase the shares; a creditor of the Corporation who extended it credit under terms requiring appointment; an employee of the Corporation whose employment contract requires the appointment; or a party to a voting agreement created under Section 6.252 of the Texas Business Organizations Code or a shareholder’s agreement created under Section 21.101 of the Texas Business Organizations Code.


2.10	Action without Meetings.

2.10.1

Any action required or which may be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted

2.10.2

With respect to an action taken by consent of the shareholders by less than unanimous consent, the written consent shall bear the date of execution by each shareholder who signs such consent. Furthermore, no such written consent shall be effective unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation, a consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted are delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded. In the case of a consent that is not solicited on behalf of the Corporation or the board of directors, delivery shall be by hand or certified or registered mail, return receipt requested or by electronic message and shall be addressed to the president at the principal executive office of the Corporation.


2.10.3	Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.

2.10.4

Any electronic transmission by a shareholder, or a photographic, photostatic, facsimile, or similar reliable reproduction of a consent in writing signed by a shareholder, shall be regarded as signed by the shareholder for purposes of this Section. An electronic transmission of a shareholder’s consent is considered a signed writing if the transmission contains or is accompanied by information from which:


(a)	it can be determined that the electronic transmission was transmitted by the shareholder; and


(b)	the date on which the shareholder transmitted the electronic transmission can be determined.

Unless the consent is otherwise dated, the date specified in Section 2.10.4(b) is the date on which the consent is considered signed.


2.11.	Record Dates for Consents to Action.

Whenever action by shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the board of directors may fix a record date for the purpose of determining shareholders entitled to consent to that action, which shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors and prior action of the board of directors is not required by the Texas Business Organizations Code, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery of any such consent shall be by hand or certified or registered mail, return receipt requested or by electronic transmission and shall be addressed to the president or principal executive officer of the Corporation. If no record date shall have been fixed by the board of directors and prior action of the board of directors is required by the Texas Business Organizations Code, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the board of directors adopts a resolution taking such prior action.


3.	DIRECTORS.


3.1.	Powers.

The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of the board of directors, subject to any limitation imposed by statute, the Certificate of Formation or these Bylaws as to action which requires authorization or approval by the shareholders.


3.2	Number; Qualifications.

The board of directors of the Corporation shall consist of one or more members. The number of directors shall be fixed from time to time by resolution of a majority of the board of directors or by the holders of a majority of the shares entitled to vote on that matter. Directors need not be residents of the State of Texas or shareholders of the Corporation. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or, at the option of the board of directors, may be filled by the board of directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the board of directors may not fill more than two (2) such directorships during the period between any two (2) successive annual meetings of shareholders.


3.3	Election.

Subject to Sections 3.2 and 3.6 hereof, the directors shall be elected at the annual meeting of the shareholders by the holders of shares entitled to vote in the election of directors, and each director elected shall serve until his successor shall have been elected and qualified.


3.4	Voting.

At each election for directors, every shareholder entitled to vote shall have the right to vote the number of shares owned by him or her in the election of each director to be elected and for whose election he or she has the right to vote.


3.5	Removal of Directors

Except as otherwise provided by statute or by the Certificate of Formation, at any meeting of shareholders called expressly for the purpose of removing a director, any director or the entire board of directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.


3.6	Vacancies.

Any vacancy in the board of directors caused by death, resignation, removal, or other than by reason of an increase in the number of directors, may be filled by a majority of the remaining directors though less than a quorum of the board of directors, or in the event there are no remaining directors, by the holders of a majority of the shares entitled to vote on that matter. A director so elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor‑in‑office.


3.7	Advisory Directors.

The board of directors may appoint one or more Advisory Directors of the Corporation. Advisory Directors may be called upon individually or as a group by the board of directors or officers of the Corporation to give advice and counsel to the Corporation, directors and officers (hereinafter, such individual or individuals so appointed by the board of directors shall be referred to as “Advisory Directors”). The Advisory Directors shall not be directors for purposes of these Bylaws or “directors” for purposes of the Texas Business Organizations Code and shall have no authority to act, to enter into any contract, to incur any liability or to make any representation or warranties on behalf of the Corporation. The directors shall have no obligation to consult with or seek any advice of the Advisory Directors with respect to any action taken by the board of directors for such action to be valid. Advisory Directors shall receive from the Corporation such remuneration as shall be fixed by the board of directors. Terms of the Advisory Directors shall expire on the day of the annual meeting of the Corporation, provided, however, that Advisory Directors shall serve at the pleasure of the board of directors and may be removed at any time with or without cause by a vote of the board of directors. For purposes of Article 7 hereof (Indemnification), the board of directors may authorize that the Advisory Directors of the Corporation may enjoy the same rights and privileges as directors of the Corporation. The Corporation may require any Advisory Director to enter into an agreement with respect to its duties and obligations from time to time as a condition of their appointment. The Board may take action to more particularly describe the duties and roles of the Advisory Directors by adopting a charter for an advisory board of directors so long as such charter is not inconsistent with the Texas Business Organizations Code or this Section 3.7.


4.	MEETINGS OF THE BOARD OF DIRECTORS.


4.1	Place.

Meetings of the board of directors, regular or special, may be held either within or without the State of Texas as shall be designated by the board of directors and, in the case of a special meeting, as stated in the notice of the meeting.


4.2	Regular Meetings.

Regular meetings of the board of directors may be held with or without notice, unless notice is required under these Bylaws, and at such time and (unless the meeting is to be held entirely by remote communication) at such place as shall from time to time be determined by the board of directors. Any notice of a regular meeting of the board of directors must conform to the provisions of Section 8.6 of these Bylaws.


4.3	Special Meetings.

Special meetings of the board of directors may be called by the chairman of the board of directors or the president and shall be called by the secretary on the written request of at least two (2) directors.


4.4	Notice and Waiver of Notice.

Notice of each special meeting of the board of directors conforming to the provisions of Section 8.6 of these Bylaws shall be given to each director at least two (2) days before the date of the meeting by, or at the direction of, the chairman, the president, the secretary, or the officer or persons calling the meeting. Each notice of meeting shall give directions that will allow a director to participate by telephonic or electronic participation in the meeting in a manner described in Section 8.7 of these Bylaws. Unless required by the Certificate of Formation, the business to be transacted at a meeting of the board of directors is not required to be specified in the notice thereof or in a written waiver of notice of the meeting. Notice of a meeting of the directors may be waived as provided in Section 8.6 of these Bylaws.


4.5	Attendance by Conference Telephone or other Communications Equipment.

Unless otherwise restricted by the Certificate of Formation, any director may participate in any meeting by means of conference telephone or other communications equipment as provided in Section 8.7 of these Bylaws.


4.6	Quorum of Directors.

At all meetings of the board of directors, a majority of the directors shall constitute a quorum for the transaction of business, unless a different number or portion (which must be at least one-third of the total number of directors) is required by law or the Certificate of Formation or these Bylaws. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, unless otherwise specifically provided by statute, the Certificate of Formation or these Bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.


4.7	Without Meetings.

Any action required or permitted to be taken at a meeting of the board of directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the board of directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State.


4.8	Committees.

The board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members one or more committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the board of directors, replace absent or disqualified members at any meeting of that committee. Subject to the limitations set forth in Section 21.416(c) of the Texas Business Organizations Code, any such committee shall have and may exercise such power as the board of directors may determine and specify in the respective resolutions appointing them. A majority of all the members of any such committee may determine its action and fix the time and place of its meeting, unless the board of directors shall otherwise provide. The board of directors shall have power at any time to change the number, power, and members of any such committee, to fill vacancies and to discharge any such committee.


5.	OFFICERS.


5.1	Election, Number, Qualification, Term.

The board of directors may select natural persons to be designated as officers of the Corporation, with such titles as the board of directors shall determine in its sole discretion. Any number of offices may be held by the same person. The officers shall hold office until their successors are chosen and qualify. Officers and agents shall have such authority and perform such duties in the management of the Corporation as may be provided by the board of directors except as otherwise provided by these Bylaws or statute or as shall be determined from time to time by resolution of the board of directors not inconsistent with these Bylaws.

The duties and authorities of the following officers shall be as set forth below:


5.1.1	Chair of the Board . The Chair of the Board shall preside at all meetings of the board of directors and shall have such other powers and duties as may from time to time be prescribed by the board of directors upon written directions given to him or her pursuant to resolutions duly adopted by the board of directors.


5.1.2	The Chief Executive Officer . The Chief Executive Officer or, if no Chief Executive Officer is elected, the President, subject to the direction of the board of directors, shall have direct charge of and general supervision over the day-to-day business and affairs of the Corporation.


5.1.3	The President . The President shall perform all duties incident to the office of president of a corporation organized under the Texas Business Organizations Code and such other duties as from time to time may be assigned to him or her by the board of directors or the Chief Executive Officer. In the absence of a Chief Executive Officer, the President

shall be the chief executive officer of the Corporation, shall have general and active management of the business and affairs of the Corporation, and shall see that all orders and resolutions of the board of directors are carried into effect. He or she shall preside at all meetings of the shareholders and at all meetings of the board of directors in the absence or disability of the Chair of the Board.

5.1.4

Vice Presidents . Each Vice President shall have such powers and shall perform such duties incident to the office of a vice president of a corporation organized under the Texas Business Organizations Code and such other duties from time to time as may be conferred upon or assigned to him or her by the board of directors or as may be delegated to him or her by the Chief Executive Officer or the President.

5.1.5

Secretary . The Secretary shall attend all meetings of the shareholders and all meetings of the board of directors and record all the proceedings of the meetings of the shareholders and of the board of directors in a book to be kept for that purpose and shall perform like duties for any standing committees of the board of directors when required. The Secretary shall cause notices of all meetings of the shareholders and the board of directors to be given in accordance with these Bylaws, shall be custodian of the records and the seal, if any, of the Corporation, and shall cause the Corporation’s seal, if any, to be affixed to all documents the execution of which under seal is duly authorized, and when the Corporation’s seal is so affixed, may attest to the same. The Secretary shall perform such other duties as are incident to the office of secretary of a corporation organized under the Texas Business Organizations Code or as may be prescribed by the board of directors or the President, under whose supervision the Secretary shall be. The board of directors may appoint one or more Assistant Secretaries to perform the duties of the Secretary.

5.1.6

Treasurer . The Treasurer shall have charge and custody of, and be responsible for, all funds, securities, receipts and disbursements of the Corporation and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such banks, trust companies or other depositories as shall, from time to time, be designated by the board of directors or by the Treasurer if so authorized by the board of directors. The Treasurer: (A) may endorse for collection on behalf of the Corporation checks, notes and other obligations, (B) may sign receipts and vouchers for payments made to the Corporation, (C) may, singly or jointly with another person as may be authorized by the board of directors, sign checks on the Corporation’s accounts and pay out and disburse the funds of the Corporation under the direction of the board of directors, taking proper vouchers for such disbursements, and (D) shall render or cause to be rendered to the Chief Executive Officer, the President and the board of directors, whenever requested, an account of all of the Treasurer’s transactions and of the financial condition of the Corporation. The Treasurer shall perform such other duties as are incident to the office of treasurer of a corporation organized under the Texas Business Organizations Code or as may be assigned from time to time by the Chief Executive Officer, the President or the board of directors. The board of directors may appoint one or more Assistant Treasurers to perform the duties of the Treasurer.


5.1.7	Tax Officers . One or more Tax Officers shall have the authority to communicate with the Internal Revenue Service and with state and local tax authorities, may sign tax

returns, shall pay or cause to be paid taxes and shall have the authority to settle tax liabilities in the name or on behalf of the Corporation.


5.2	Removal.

The officers of the Corporation shall hold office until their successors are elected or appointed and qualify, or until their death or until their resignation or removal from office. Any officer elected or appointed by the board of directors may be removed at any time by the board of directors whenever, in its judgment, the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.


5.3	Vacancies.

Any vacancy occurring in any office of the Corporation by death, resignation, removal, or otherwise shall be filled by the board of directors.


5.4	Authority.

Officers and agents shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or as shall be determined from time to time by resolution of the board of directors not inconsistent with these Bylaws.


5.5	Voting of Stock, Execution of Proxies.

The Chairman of the Board, the President or any Vice President or any other officer of the Corporation designated by the board of directors, the Chairman of the Board, or the President shall be authorized to attend any meeting of the stockholders, members, partners, or owners of any other corporation, limited liability company, partnership, or other foreign or domestic entity in which the Corporation is an owner of stock, a membership interest, a partnership interest, or other equity interest and to vote such stock, membership interest, partnership interest, or other equity interest upon all matters coming before such meeting. The Chairman of the Board, the President or any Vice President may sign and issue proxies to vote shares of stock, membership interests, partnership interests, or other equity interests of other corporations, limited liability companies, partnerships, or other foreign or domestic entities owned by the Corporation.


6.	CERTIFICATES REPRESENTING SHARES.


6.1	Certificates.

The shares of the Corporation shall be represented by certificates signed by the president or a vice president and the secretary or an assistant secretary of the Corporation, and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the president or vice president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer on the date of its issue. The certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof the holder's name, the number and class of shares, and the par value of such shares or a statement that such shares are without par value.


6.2	Lost, Stolen, or Destroyed Certificates.

The Corporation shall issue a new certificate in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. The board of directors may, in its discretion and as a condition precedent to the issuance thereof, prescribe such terms and conditions as it deems expedient and may require such indemnities as it deems adequate to protect the Corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.


6.3	Registration of Transfer.

Shares of stock shall be transferable only on the books of the Corporation by the holder thereof in person or by his or her duly authorized attorney. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, a new certificate shall be issued to the person entitled thereto and the old certificate cancelled and the transaction recorded upon the books of the Corporation.


6.4	Registered Holders as Owners.

The Corporation may regard the person in whose name any shares issued by the Corporation are registered in the share transfer records of the Corporation at any particular time as the owner of those shares at that time for purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those shares, exercising rights of dissent with respect to those shares, exercising or waiving any preemptive right with respect to those shares, entering into agreements with respect to those shares in accordance with Sections 6.251, 6.252 or 21.210 of the Texas Business Organizations Code, giving proxies with respect to those shares, or any other shareholder action. Neither the Corporation nor any of its officers, directors, employees, or agents shall be liable for considering the person who is registered as the owner of a share in the share transfer records of the Corporation at a particular time to be the owner of the share at that time for such purposes, regardless of whether that person possesses a certificate for those shares.


7.	PROTECTION OF OFFICERS, DIRECTORS AND EMPLOYEES.


7.1	Power to Indemnify in Actions, Suits, or Proceedings other than those by or in the Right of the Corporation.

Subject to Section 7.3 of this Article 7, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, manager, partner, venturer, proprietor, trustee, employee or agent or similar functionary of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (hereinafter referred to as a “ Delegate ”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement that are reasonable and actually incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Corporation’s best interest and (ii) in all other cases was not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Corporation’s best interest and (ii) in all other cases was not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

In the event that a person is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by such person, the indemnification (i) is limited to reasonable expenses actually incurred by the person in connection with the proceeding, (ii) shall not include a judgment, penalty, fine, or any excise or similar tax, including excise tax assessed against the person with respect to an employee benefit plan, and (iii) shall not be made (even as to expenses) in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his or her duty to the Corporation, for breach of his or her duty of loyalty owed to the Corporation, or for an act or omission not committed in good faith that constitutes a breach of a duty owed by him or her to the Corporation.


7.2	Power to Indemnify in Actions, Suits, or Proceedings by or in the Right of the Corporation.

Subject to Section 7.3 hereof and to the maximum extent permitted by law, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the Corporation or a Delegate against reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Corporation’s best interest and (ii) in all other cases was not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.


7.3	Authorization of Indemnification.

Any indemnification of a director or officer under this Article 7 (unless ordered by a court) shall be made by the Corporation upon a determination that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2 of this Article 7, as the case may be and with respect to expenses, the amount of expenses other than a judgment is reasonable. Such determination shall be made (i) by the board of directors by a majority vote of those directors who at the time of the vote are disinterested and independent regardless of whether such directors constitute a quorum, (ii) by majority vote of a committee of the directors duly designated by a majority vote of the directors who at the time of the vote are disinterested and independent, regardless of whether the directors who are disinterested and independent constitute a quorum and consisting solely of one or more directors who are disinterested and independent, (iii) by special legal counsel selected by the directors or a committee by vote in accordance with (i) or (ii) above in a written opinion, (iv) by the shareholders of the Corporation entitled to vote on such matter in a vote that excludes the shares held by each director who is not disinterested and independent, or (v) by a unanimous vote of the shareholders entitled to vote on such matter. To the extent, however, that current or former director or officer of the Corporation or Delegate has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

Any indemnification under this Article 7 shall be made promptly and, in any event, to the extent practicable, within sixty days of receipt by the Corporation of the written request of the person to be indemnified.


7.4	Good Faith Defined.

For purposes of any determination under Section 7.3 of this Article 7, a person shall be deemed to have acted in good faith and in a manner he or she reasonably believed (i) in the case of conduct

in his or her official capacity, to be in the Corporation’s best interest and (ii) in all other cases was not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if his or her action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him or her by the officers of the Corporation or the officers of another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 7.4 shall mean any other limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, manager, partner, venturer, proprietor, trustee, employee or agent or similar functionary. The provisions of this Section 7.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 7.1 or 7.2 of this Article 7, as the case may be.


7.5	Indemnification by a Court.

Notwithstanding any contrary determination in the specific case under Section 7.3 of this Article 7 and notwithstanding the absence of any determination thereunder, any current or former director or officer or Delegate may apply to any court of competent jurisdiction in the State of Texas for indemnification to the extent otherwise permissible under Sections 7.1 and 7.2 of this Article 7. Such court may order indemnification to the extent the court determines that such person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. Notice of any application for indemnification pursuant to this Section 7.5 shall be given to the Corporation promptly upon the filing of such application. If such application is successful, in whole or in part, the director or officer or Delegate seeking indemnification shall also be entitled to be paid the expense of securing the indemnification. Indemnification ordered by a court may be limited to the extent provided in Section 8.052 of the Texas Business Organizations Code.


7.6	Expenses Payable in Advance.

Expenses incurred by a present director or officer or Delegate in defending or investigating a threatened or pending action, suit or proceeding described above shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding without making the determinations required under Section 7.3 hereof within fourteen days after receipt by the Corporation of a written statement from such director or officer or Delegate requesting such an advancement, together with a written affirmation by the person of the person’s good faith belief that the person has met the standard of conduct necessary for indemnification under Section 7.3 hereof in addition to an undertaking, if required by law at the time of such advance, by or on behalf of such director or officer or Delegate to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article 7 or otherwise prohibited from being indemnified.


7.7	Nonexclusivity of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by or granted pursuant to this Article 7 shall not be deemed exclusive of any other rights to which those seeking indemnification or

advancement of expenses may be entitled under any governing document, agreement, contract, vote of members or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action taken (or omitted to be taken) in his or her official capacity and as to action taken (or omitted to be taken) in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 7.1 and 7.2 of this Article 7 shall be made to the fullest extent permitted by law. The provisions of this Article 7 shall not be deemed to preclude the indemnification of any person who is not specified in Sections 7.1 or 7.2 of this Article 7 but whom the Corporation has the power or obligation to indemnify under the provisions of the Texas Business Organizations Code, or otherwise.


7.8	Insurance.

The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or a Delegate against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Texas Business Organizations Code or the provisions of this Article 7. The Corporation may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the board of directors shall deem appropriate for the protection of any or all such persons.


7.9	Miscellaneous.

The following provisions shall apply to this Article 7:

7.9.1

references to “the Corporation” shall include, in addition to the resulting company, any constituent company or corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, managers, and officers, so that any person who is or was a director or officer of such constituent entity, or is or was a director, manager, or officer of such constituent entity serving at the request of such constituent entity as a director, officer, manager, partner, venturer, proprietor, trustee, employee or agent or similar functionary of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article 7 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued.

7.9.2

references to “fines” shall be deemed to include (i) penalties imposed by the Nuclear Regulatory Commission (the "NRC") pursuant to Section 206 of the Energy Reorganization Act of 1974 and Part 21 of NRC regulations thereunder, as they may be amended from time to time, and any other penalties, whether similar or dissimilar, imposed by the NRC, and (ii) excise taxes assessed with respect to an employee benefit plan pursuant to the Employee Retirement Income Security Act of 1974, as it may be amended from time to time, ("ERISA").;


7.9.3	references to “serving at the request of the Corporation” shall include any service as a director, officer, or Delegate of the Corporation which imposes duties on, or involves services by, such director, officer, or Delegate with respect to an employee benefit plan, its participants or beneficiaries;


7.9.4	a person who acted in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article 7;


7.9.5	an action taken or omitted by a Delegate for a purpose reasonably believed by the person to be in the interest of the other enterprise or its owners or members is for a purpose that is “not opposed to the best interest of the enterprise” as referred to in this Article 7; and


7.9.6	any act, omission, step or conduct taken or had in good faith by a director, officer, or Delegate which is required, authorized or approved by any order or orders issued pursuant to any federal statute or any state statute or municipal ordinance shall be deemed to meet the standard of conduct required for indemnification hereunder.


7.10	Survival of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 7 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.


7.11	Limitation on Indemnification.

Notwithstanding anything contained in this Article to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 7.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the board of directors of the Corporation.


7.12	Indemnification of Advisory Directors, Employees and Agents.

The Corporation may, to the extent authorized from time to time by the board of directors, provide rights to indemnification and to the advancement of expenses to directors, Advisory Directors, officers, employees and agents of the Corporation or of its wholly or partially owned, direct or indirect affiliated or subsidiary companies similar to those conferred in this Article 7 to directors and officers of the Corporation.


7.13	Repeal or Modification.

All rights to indemnification and to advancement of expenses under this Article 7 shall be deemed to be a contract between the Corporation and each director and officer who serves or has served in any such capacity, and each other person as to whom the Corporation has agreed to grant indemnity at any time while this Article is in effect. Any repeal or modification of this Article or

any repeal or modification of relevant provisions of the Texas Business Organizations Code or any other applicable law shall not in any way diminish any right to indemnification or to advancement of expenses of such director, officer or other person as to whom the Corporation has agreed to grant indemnity, or the obligations of the Corporation, arising hereunder for claims relating to matters occurring prior to such repeal or modification.


7.14	Separability.

If this Article 7 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer, and each employee, agent and other person as to whom the Corporation has agreed to grant indemnity to the full extent permitted by any applicable portion of this Article 7 that shall not have been invalidated and to the full extent permitted by applicable law.


8.	GENERAL PROVISIONS.


8.1	Fiscal Year.

The fiscal year of the Corporation shall be fixed by resolution of the board of directors.


8.2	Seal.

The corporate seal shall be in such form as may be prescribed by the board of directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.


8.3	Corporate Records.

The Corporation shall keep books and records of account and shall keep minutes of the proceedings of its shareholders, its board of directors, and each committee of its board of directors. The Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the original issuance of shares issued by the Corporation and a record of each transfer of those shares that have been presented to the Corporation for registration of transfer. Such records shall contain the names and addresses of all past and current shareholders of the Corporation and the number and class or series of shares issued by the Corporation held by each of them. Any books, records, minutes, and share transfer records may be in written form or in any other form capable of being converted into written form within a reasonable time. The principal place of business of the Corporation, or the office of its transfer agent or registrar, may be located outside the State of Texas.


8.4	Confidentiality of Corporate Records.

No shareholder (or representative of such shareholder) shall have a right under the Texas Business Organizations Code or these Bylaws to inspect, examine, copy, or receive a disclosure of any of the Corporation’s information, documents, or records except for a proper purpose. In response to any request (even if for a proper purpose) by a shareholder (or its respective representative) for such an inspection, examination, copying, or disclosure, the Corporation may deny access by such shareholder (or respective representative) to any information, document, or record that is not described in Section 3.151 of the Texas Business Organizations Code and that the board of directors (or any officer to whom the authority of this Section shall have been delegated)

determines (a) contains or discloses information in the nature of trade secrets, (b) is required to be kept confidential by the Corporation or any affiliate by law or by agreement with any third party, or (c) is information the disclosure of which is not in the best interests of or could damage the Corporation or any of its affiliates. Additionally, the Corporation may require any shareholder (or its respective representative) requesting (even if for a proper purpose) an inspection, examination, copying, or disclosure of any of the Corporation’s information, documents, or records (including information, documents, and records described in Section 3.151 of the Texas Business Organizations Code) to enter into a confidentiality or non-disclosure agreement prior to receiving any requested information, documents, or records.


8.5	Amendment.

The shareholders or the board of directors may amend, repeal or adopt bylaws except to the extent that the Certificate of Formation or these Bylaws otherwise provide.


8.6	Notice.

Any notice to directors or shareholders shall be in writing and shall be delivered personally, mailed, with postage thereon prepaid, to each director or shareholder at his or her address appearing on the ownership records of the Corporation or, in the case of directors, on the other books of the Corporation, or sent by facsimile or other electronic message to a facsimile number of electronic address that has been provided by the director or shareholder and has not been revoked pursuant to the Texas Business Organizations Code or to another address to which such person has consented for the purpose of receiving notice unless such consent has been revoked pursuant to the Texas Business Organizations Code. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail. If transmitted by facsimile or other electronic means, such notice is to be considered delivered when transmitted.

Whenever any notice is required to be given to directors or shareholders under the provisions of applicable statutes, the Certificate of Formation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time for such meeting, shall be deemed equivalent to the giving of such notice. If a person entitled to notice of a meeting participates in or attends the meeting, the person’s participation or attendance constitutes a waiver of notice of the meeting unless the person participates in or attends the meeting solely to object to the transaction of business at the meeting on the ground that the meeting was not lawfully called or convened. The participation or attendance at a meeting of a person entitled to notice of the meeting constitutes a waiver by the person of any required notice of a particular matter considered at the meeting unless the person objects to considering the matter when it is presented.


8.7	Attendance by Conference Telephone or Electronic Communications System.

Subject to any notice requirements in these Bylaws or pursuant to any statute, shareholders, members of the board of directors, or members of any committee designated by the board of directors may participate in and hold a meeting of such shareholders, directors, or committee members by means of a conference telephone or similar communications equipment or another suitable electronic communications system (such as videoconferencing or the Internet), or any combination thereof, that permits each person participating in the meeting to communicate with all other persons participating in the meeting. Participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the

express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Exhibit 3.3

This composite Certificate of Formation of Entergy New Orleans, LLC (the “Company”) reflects the provisions of the Company’s Certificate of Formation as filed with the Texas Secretary of State (“TXSOS”) on July 18, 2017 and all amendments thereto filed with the TXSOS thereafter on or prior to December 1, 2017, but it is not an amendment and/or restatement thereof.



Form 205 (Revised 05/11)	Certificate of Formation Limited Liability Company	This space reserved for office use.
Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709
Filing Fee: $300



Article 1 - Entity Name and Type
The filing entity being formed is a limited liability company. The name of the entity is:
Entergy New Orleans, LLC
The name must contain the words “limited liability company,” “limited company,” or an abbreviation of one of these phrases.

Article 2 - Registered Agent and Registered Office (See instructions. Select and complete either A or B and complete C.)
A. The initial registered agent is an organization (cannot be entity named above) by the name of:

OR
X B. The initial registered agent is an individual resident of the state whose name is set forth below:
Thomas	G.		Wagner
First Name	M.I.		Last Name			Suffix
C. The business address of the registered agent and the registered office address is:
2001 Timberloch Place, 2 ^nd Floor		The Woodlands		TX	77380
Street Address		City		State	Zip Code
Article 3-Governing Authority (Select and complete either A or B and provide the name and address of each governing person.)

X A. The limited liability company will have managers. The name and address of each initial manager are set forth below.
B. The limited liability company will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below.



Governing Person 1
NAME (Enter the name of either an individual or an organization, but not both.)
	if Individual
	Roderick	K.		West
	First Name	M.I.		Last Name				Suffix
	OR
	If Organization

	Organization Name
ADDRESS
639 Loyola Avenue, 28 ^th Floor			New Orleans		LA	USA	70113
Street or Mailing Address			City		State	Country	Zip Code



Governing Person 2
NAME (Enter the name of either an individual or an organization, but not both.)
	if Individual
	Andrew	S.		Marsh
	First Name	M.I.		Last Name				Suffix
	OR
	If Organization

	Organization Name
ADDRESS
639 Loyola Avenue, 28 ^th Floor			New Orleans		LA	USA	70113
Street or Mailing Address			City		State	Country	Zip Code



Governing Person 3
NAME (Enter the name of either an individual or an organization, but not both.)
	if Individual
	See Supplemental Provisions for additional Managers.
	First Name	M.I.		Last Name				Suffix
	OR
	If Organization

	Organization Name
ADDRESS

Street or Mailing Address			City		State	Country	Zip Code

Article 4 - Purpose

The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.

Supplemental Provisions/Information

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

The following additional Managers shall be included in Article 3:

Charles L. Rice, Jr.

1600 Perdido Street

New Orleans, Louisiana 70112

Paul D. Hinnenkamp

639 Loyola Avenue

28th Floor

New Orleans, Louisiana 70113-3125



Organizer

The name and address of the organizer:
Daniel T. Falstad
Name
639 Loyola Avenue, 26 ^th Floor	New Orleans	LA	70113
Street or Mailing Address	City	State	Zip Code




Effectiveness of Filing (Select either A, B, or C.)

A. X This document becomes effective when the document is filed by the secretary of state.
B. This document becomes effective at a later date, which is not more than ninety (90) days from
the date of signing. The delayed effective date is:
C. This document takes effect upon the occurrence of the future event or fact, other than the
passage of time. The 90 ^th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:



Execution

The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument.

Date:	July 18, 2017
/s/ Daniel T. Falstad
Signature of organizer
Daniel T. Falstad
Printed or typed name of organizer

Exhibit 3.4

This composite Company Agreement of Entergy New Orleans, LLC (the “Company”) reflects the provisions of the Company’s Company Agreement effective as of July 18, 2017 and all amendments thereto effective on or prior to December 1, 2017, but it is not an amendment and/or restatement thereof.

COMPANY AGREEMENT OF

ENTERGY NEW ORLEANS, LLC

A TEXAS LIMITED LIABILITY COMPANY

effective as of July 18, 2017

COMPANY AGREEMENT OF ENTERGY NEW ORLEANS, LLC

A TEXAS LIMITED LIABILITY COMPANY

TABLE OF CONTENTS

Page

1. DEFINITIONS 1

2. ORGANIZATION 2

2.1. Formation. 2

2.2. Name. 2

2.3. Principal Place of Business. 2

2.4. Term. 2

2.5. Purposes. 2

2.6. Independent Activities of Directors, Members and Officers. 2

2.7. Contracts or Transactions Involving Interested Governing Persons or Officers. 3

2.8. Statutory Requirements. 3

3. CAPITAL 3

3.1. Units. 3

3.2. Registered Holders as Owners. 4

3.3. Record Dates. 4

3.4. Capital Contributions, Units, Ownership Percentage. 5

3.5. Additional Contributions; Acquisition of Additional Units. 5

3.6. Liability of Members. 6

3.7. No Preemptive Rights. 6

4. ALLOCATION OF INCOME, GAINS, AND LOSSES 6

5. election related to tax status. 6

5.1. Election to Change Tax Status. 6

6. COMPANY PROPERTY 6

6.1. Company Property. 6

7. DISTRIBUTIONS 7

7.1. In General. 7

7.2. Distributions on Termination of the Company. 7

7.3. Incorrect Payments. 7

7.4. Other Matters. 7

7.5. Amounts Withheld. 7

8. ACCOUNTING AND TAX MATTERS 8

8.1. Fiscal Year. 8

8.2. Method of Accounting. 8

8.3. Tax Returns. 8

9. BOARD OF DIRECTORS; Officers 8

9.1. Powers. 8

9.2. Restriction of Powers. 8

9.3. Number; Qualifications. 8

9.4. Election and Removal. 9

9.5. Extent of Directors’ Obligations. 9

9.6. Liability of Directors. 9

9.7. Duties of Directors. 9

9.8. Advisory Directors. 9

9.9. Officers. 10

10. INDEMNIFICATION 12

10.1. Power to Indemnify in Actions, Suits or Proceedings other than those by or in the Right of the Company. 12

10.2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Company. 13

10.3. Authorization of Indemnification. 14

10.4. Good Faith Defined. 14

10.5. Indemnification by a Court. 15

10.6. Expenses Payable in Advance. 15

10.7. Nonexclusivity of Indemnification and Advancement of Expenses. 15

10.8. Insurance. 16

10.9. Certain Definitions. 16

10.10. Survival of Indemnification and Advancement of Expenses. 16

10.11. Limitation on Indemnification. 17

10.12. Indemnification of Advisory Directors, Employees and Agents. 17

10.13. Repeal or Modification. 17

10.14. Separability. 17

11. MEETINGS OF THE BOARD OF DIRECTORS AND MEMBERS 17

11.1. Place. 17

11.2. First Meeting of Board of Directors. 18

11.3. Regular Meetings. 18

11.4. Special Meetings. 18

11.5. Notice and Waiver of Notice. 18

11.6. Quorum of Directors, Acts of Board of Directors. 18

11.7. Committees. 19

11.8. Delegation. 19

11.9. Meetings of Members. 19

11.10. Action Without Meetings. 20

12. ADMISSION and withdrawal OF MEMBERS; TRANSFERS OF INTERESts. 20

12.1. Units Acquired Directly From The Company. 20

12.2. Right of Transferee to Become a Member. 20

12.3. Withdrawal by a Member. 20

13. DISSOLUTION AND TERMINATION 20

13.1. Causes of Dissolution. 20

13.2. Winding Up. 21

14. GENERAL PROVISIONS 22

14.1. Confidentiality of Company Records. 22

14.2. Applicable Law. 22

14.3. Binding Agreement. 22

14.4. Notices. 22

14.5. Variation of Pronouns. 23

14.6. Headings. 23

14.7. Entire Agreement. 23

14.8. Severability. 24

14.9. Incorporation by Reference. 24

14.10. Further Action. 24

14.11. Waiver of Partition. 24

14.12. Amendments. 24

14.13. Waivers. 24

14.14. Counterparts. 24

COMPANY AGREEMENT OF

ENTERGY NEW ORLEANS, LLC

A TEXAS LIMITED LIABILITY COMPANY

This Company Agreement of ENTERGY NEW ORLEANS, LLC (the “ Agreement ”) is executed as of July 18, 2017 to be effective as of the date and upon such time on which the Certificate of Formation is filed with and accepted by the Texas Secretary of State (the “ Effective Date ”) among the Board of Directors and the Persons listed on Exhibit A as the Members for the purpose of organizing a Texas limited liability company on the terms and conditions set forth in the Certificate of Formation and in this Agreement.


1.	DEFINITIONS

Subject to additional definitions contained in subsequent Articles of this Agreement which are applicable to specific Articles or Sections thereof, capitalized terms used in this Agreement have the meanings set forth below:


1.1	“ Act ” means the Texas Business Organizations Code, and any successor statute, as amended from time to time.


1.2	“ Advisory Directors ” shall have the meaning given to that term in Section 9.8.


1.3	“ Agreement ” means this company agreement, as amended from time to time.


1.4	“ Certificate of Formation ” means the Certificate of Formation filed with the Secretary of State of the State of Texas pursuant to Section 3.005 of the Act, as amended and restated from time to time.


1.5	“ Code ” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.


1.6	“ Company ” means the limited liability company formed under the Act pursuant to the Certificate of Formation and this Agreement.


1.7	“ Delegate ” shall have the meaning given to that term in Section 10.1.


1.8	“ Director ” means each Person designated or elected from time to time in accordance with this Agreement as a director of the Company. A Director shall be considered to be a “manager” of the Company as that term is used in the Act.


1.9	“ Majority in Interest of the Members ” at any time means Members holding Units entitled to vote on the matter in question whose voting rights have not been suspended or terminated and whose aggregate percentage ownership of Units exceed 50%.


1.10	“ Members ” means those Persons listed on Exhibit A attached hereto and made a part hereof and such other Persons as may become Members from time to time in accordance with this Agreement.


1.11	“ Person ” or “ person ” means any individual, partnership, corporation, trust, governmental unit, or other entity.


1.12	“ Regulations ” means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).


1.13	“ Units ” shall have the meaning given to that term in Section 3.1.


2.	ORGANIZATION


2.1	Formation.

The parties to the Agreement hereby form a limited liability company to be governed by the Certificate of Formation, by this Agreement, and by the Act.


2.2	Name.

The name of the Company shall be Entergy New Orleans, LLC; provided, however, that (a) the Company’s business may be conducted under one or more assumed names deemed advisable by the Board of Directors, and (b) the Board of Directors in their sole discretion may change the name of the Company at any time and from time to time, and may amend the Company Agreement and make any necessary filings to effectuate such name change without the consent of the Members.


2.3	Principal Place of Business.

The principal place of business of the Company shall be at 1600 Perdido Street, New Orleans, Louisiana 70112 or at such location within or without the State of Louisiana as may be determined by the Board of Directors.


2.4	Term.

The term of the Company shall commence when the Certificate of Formation is filed with the Texas Secretary of State and shall continue until the Company is terminated under Article 13 of this Agreement.


2.5	Purposes.

The Company is organized for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Act.


2.6	Independent Activities of Directors, Members and Officers.

Except as otherwise agreed in writing or as arising out of an employment or other relationship outside of this Agreement, the Members, directly or through their respective affiliates, Directors and Officers (as defined below) may, notwithstanding this Agreement, engage in whatever activities they choose, whether or not those activities are competitive with those of the Company, without having or incurring any obligation to offer any interest in such activities to the Company or any Member.


2.7	Contracts or Transactions Involving Interested Governing Persons or Officers.

Without limitation of any other law or principle that validates interested party transactions, a contract or transaction between the Company and a Person described in Section 101.255 of the Act is presumed fair to the Company when authorized, approved or ratified by the Board of Directors or a responsible Officer if such contract or transaction (a) has been authorized or approved by, or is subject to the authorization or approval of, the Federal Energy Regulatory Commission (“ FERC ”), the New Orleans City Council, or any other retail regulator or commission with jurisdiction over the Company, such Person, the contract or transaction (each a “ Governmental Authority ”), (b) is pursuant to or in compliance with any order of a Governmental Authority, or (c) is pursuant to a FERC-approved tariff such as the tariff of the Midcontinent Independent System Operator, Inc. regional transmission organization. The fact that any Governmental Authority shall subsequently deny recovery of any cost or expense under or related to any such contract or transaction in the Company’s rates or determine that such cost or expense was not prudently incurred shall not alter the presumption that such contract or transaction was fair to the Company when authorized, approved or ratified.


2.8	Statutory Requirements.

The Company’s organizer has caused the Certificate of Formation to be executed and filed with the Secretary of State of the State of Texas. Except as permitted in Section 2.2, the Board of Directors may file a Certificate of Amendment to the original Certificate of Formation and any other certificates of amendment as may be authorized by a vote of a Majority in Interest of the Members.


3.	CAPITAL


3.1	Units.

Membership interests in the Company shall be designated as Units (“ Units ”). There shall be one class of Units referred to as Common Units. The Company is authorized to issue a total of one thousand (1,000) Common Units. The Company may issue to its Members certificates representing the Units owned by each Member. Such certificates shall be signed on behalf of the Company by the President or a Vice President of the Company and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, certifying the number of Units owned by each Member. The certificates shall be consecutively numbered and shall be entered in the books of the Company or the records of a registrar or transfer agent, if the Company elects to retain the services of a registrar or transfer agent, as they are issued. If any Officer of the Company shall have ceased to be such Officer before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such Officer at the date of issue.

Each Unit and the related membership interest will constitute a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code (including Section 8.103 thereof) as in effect from time to time in the State of Texas (the “ UCC ”). Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC as in effect in the State of Texas, such provision of Article 8 of the UCC shall control.

The Board of Directors or any Officer authorized by the Board of Directors for such purposes may direct a new certificate to be issued in place of any certificate theretofore issued by the Company alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such

issue of a new certificate, the Board of Directors or such authorized Officer may, in his or her discretion and as a condition precedent to the issuance thereof, prescribe such terms and conditions as they, he or she deems expedient and may require such indemnities as they, he or she deems adequate to protect the Company from any claim that may be made against it with respect to any such certificate alleged to have been lost, stolen or destroyed.

Units shall be transferable only on the books of the Company by the holder thereof in person or by his or her duly authorized attorney. Upon surrender to the Company or the transfer agent of the Company of a certificate for Units duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, a new certificate shall be issued to the person entitled thereto and the old certificate cancelled and the transaction recorded upon the books of the Company.


3.2	Registered Holders as Owners.

3.2.1

The Company may regard the person in whose name any Units issued by the Company are registered in the transfer records of the Company at any particular time as the owner of those Units at that time for purposes of voting those Units, receiving distributions thereon or notices in respect thereof, transferring those Units, exercising rights relating thereto, or giving proxies with respect thereto; and


3.2.2	Neither the Company nor any of its Officers, Directors, employees, or agents shall be liable for regarding that person as the owner of those Units at that time for those purposes, regardless of whether that person possesses a certificate for those Units.


3.3	Record Dates.

For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or entitled to receive a distribution by the Company, or in order to make a determination of Members for any other purpose (other than determining Members entitled to consent to action by Members proposed to be taken without a meeting of Members), the Board of Directors may provide that the transfer records shall be closed for a stated period, not to exceed, in any case, sixty (60) days. If the transfer records shall be closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members, such records shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the transfer records, the Board of Directors may fix in advance a date as the record date for any such determination of Members, such date in any case to be not more than sixty (60) days and, in the case of a meeting of Members, not less than ten (10) days, prior to the date on which the particular action requiring such determination of Members is to be taken. With respect to any record date, the record ownership of Units as of such date shall be determined as of the opening of business on such date. If the transfer records are not closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members, or Members entitled to receive a distribution, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such distribution is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the transfer records and the stated period of closing has expired.

Whenever action by Members is proposed to be taken by consent in writing without a meeting of Members, the Board of Directors may fix a record date for the purpose of determining Members entitled to consent to that action, which shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and prior action of the Board of Directors is not required by the Act, the record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office, registered agent, principal place of business, an Officer or agent having custody of the books in which proceedings of meetings of Members are recorded, or any transfer agent, registrar, or exchange agent, if applicable. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company’s principal place of business shall be addressed to the Secretary or principal executive officer of the Company. If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by the Act, the record date for determining Members entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.


3.4	Capital Contributions, Units, Ownership Percentage.

The total capital contributions, number of Units owned by each, and ownership percentage of the Members, are as set forth in Exhibit A hereto.


3.5	Additional Contributions; Acquisition of Additional Units.

The Members are not required to make any additional capital contribution to the Company. The Members may acquire additional Units in the Company upon the payment to the Company of the subscription price for the Units acquired by the Member, as established from time to time by the Board of Directors.


3.6	Liability of Members.

The Members shall not be liable for any debt, obligation, or liability of the Company, including a debt, obligation, or liability under a judgment, decree or order of a court.

Except as otherwise expressly agreed in writing, no Member in its capacity as such shall have any fiduciary duty of any kind toward the Company or any other Member. No measure of control over the Company’s business, and no special knowledge, held by a Member will impose on that Member in its capacity as such any fiduciary duty of any kind toward the Company or any other Member. Except as otherwise expressly agreed in writing, no arrangement or relationship between a Member and the Company or between that Member and another Member will create for any other Member in its capacity as such a fiduciary duty toward the Member having such an arrangement or relationship.


3.7	No Preemptive Rights.

Except as otherwise provided in this Agreement, no Member shall have any preemptive, preferential, or other right with respect to the issuance or sale of Units that may be issued or sold by the Company.


4.	ALLOCATION OF INCOME, GAINS, AND LOSSES

The Company shall initially be a disregarded entity for federal tax purposes and all items of income, gain, loss and deduction shall be allocated to its sole Member.


5.	ELECTION RELATED TO TAX STATUS.


5.1	Election to Change Tax Status.

The Company shall initially be a disregarded entity for federal tax purposes, provided however that the Members will have the power to subsequently make an election for the Company to be classified as an association to be taxed as a corporation for income tax purposes in accordance with the provisions of Income Tax Regulation § 301.7701-3(c) and the provisions of Regulation § 301.7701-3(g), as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). Any action to make any such election shall require the unanimous consent of the Members.


6.	COMPANY PROPERTY


6.1	Company Property.

Property, whether real, personal or mixed and whether tangible or intangible, owned or purchased by the Company shall be held and owned, and conveyance shall be made, in the name of the Company.


7.	DISTRIBUTIONS


7.1	In General.

Distributions shall be made to the Members from time to time as the Board of Directors may determine in their discretion in direct proportion to each Member’s ownership of Units. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 101.206 of the Act


7.2	Distributions on Termination of the Company.

Distributions on termination of the Company shall be made in accordance with Section 13.2.


7.3	Incorrect Payments.

To the extent any payment made to a Member is incorrectly paid, as determined by the Company’s financial statements, any Member who receives more than should have been paid to such Member shall promptly repay to the Company the amount of any such incorrect payment, and any such repaid amounts shall be applied, retained, or redistributed pursuant to this Agreement or as determined by the Board of Directors.


7.4	Other Matters.

The Board of Directors or any Officer authorized by the Board of Directors for such purposes may compromise or release any obligation of a Member (or a Member’s legal representative or successor) to make a contribution to the Company, to otherwise pay cash or transfer property to the Company, or to return cash or property paid or distributed by the Company to the Member in violation of the Act, the Certificate of Formation, or this Agreement.


7.5	Amounts Withheld.

All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment or distribution to any Member shall be treated as amounts distributed to that Member pursuant to this Article 7 for all purposes under this Agreement. The Board of Directors may allocate any such amounts among the Members in any manner that is in accordance with applicable law.


8.	ACCOUNTING AND TAX MATTERS


8.1	Fiscal Year.

The fiscal year of the Company shall be the fiscal year selected by the Board of Directors.


8.2	Method of Accounting.

The books of the Company, for both tax and financial reporting purposes, shall be kept on the method of accounting selected by the Board of Directors.


8.3	Tax Returns.

The Board of Directors shall cause Company tax returns to be prepared and filed with appropriate authorities on a timely basis.


9.	BOARD OF DIRECTORS; Officers


9.1	Powers.

Except and to the extent that the Act, the Certificate of Formation, or this Agreement shall reserve the same to the Members in whole or in part or otherwise restrict the powers of the Board of Directors, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Directors who shall comprise the Board of Directors of the Company. If there are two or more Directors, any action of the Board of Directors shall be taken by the vote of a majority of the Directors then serving and present at a meeting at which a quorum is present (unless another percentage is required by the Act, the Certificate of Formation, or this Agreement), each such Director having one vote. The Directors shall not be agents of the Company for the purpose of its business pursuant to Section 101.254 of the Act, and shall not individually have the authority to act for the Company or otherwise bind the Company.


9.2	Restriction of Powers.

The Board of Directors shall have no authority to merge or dissolve the Company, liquidate it, or dispose of substantially all of its property without the unanimous approval of the Members.


9.3	Number; Qualifications.

The Board of Directors of the Company shall consist of one or more Persons. The number of Persons serving as Directors on the Board of Directors shall be fixed from time to time by written consent of a Majority in Interest of the Members. The initial number of Directors shall be four and the names of such initial Directors are listed on Schedule B attached hereto. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Directors need not be residents of the State of Texas nor Members of the Company. Schedule B attached hereto shall be amended from time to time by the Board of Directors to reflect the names of the current Directors, and any such amendment to the information contained therein made in accordance with the provisions of this Section 9.3 shall not constitute an amendment of this Agreement. Each Director elected, designated or appointed by the Members shall hold office until his or her successor is elected and qualified or until such Director’s earlier death, resignation or removal.


9.4	Election and Removal.

The Persons serving as Directors on the Board of Directors shall be elected and removed from time to time, with or without cause, by a Majority in Interest of the Members. Any vacancy occurring in the Board of Directors other than as a result of the removal of a Director by the Members may be filled for the remainder of any unexpired term, if any, by a majority vote of the remaining Directors even if the number of remaining Directors does not constitute a quorum.


9.5	Extent of Directors’ Obligations.

The Directors shall devote to the Company such time as may be necessary for the proper performance of all Director duties hereunder, but the Directors shall not be required to devote themselves full time to the performance of such duties unless required to do so by another agreement.


9.6	Liability of Directors.

The Directors shall not be liable for any debt, obligation, or liability of the Company, including a debt, obligation, or liability under a judgment, decree or order of a court.


9.7	Duties of Directors.

Except as provided in this Agreement, the Directors shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the Act in exercising their rights and performing their duties under this Agreement.


9.8	Advisory Directors.

The Board of Directors may appoint one or more Advisory Directors of the Company (hereinafter, such individual or individuals so appointed by the Board of Directors shall be referred to as “ Advisory Directors ”). Advisory Directors may be called upon individually or as a group by the Board of Directors or Officers of the Company to give advice and counsel to the Company, Directors and Officers. The Advisory Directors shall not be Directors for purposes of this Agreement or “managers” for purposes of the Act and shall have no authority to act, to enter into any contract, to incur any liability or to make any representation or warranties on behalf of the

Company. The Directors shall have no obligation to consult with or seek any advice of the Advisory Directors with respect to any action taken by the Board of Directors for such action to be valid. Advisory Directors shall receive from the Company such remuneration as shall be fixed by the Board of Directors. Terms of the Advisory Directors shall expire on the day of the Annual Meeting of the Company, provided, however, that Advisory Directors shall serve at the pleasure of the Board of Directors and may be removed at any time with or without cause by a vote of the Board of Directors. For purposes of Article 10 hereof (Indemnification), the Board of Directors may authorize that the Advisory Directors of the Company may enjoy the same rights and privileges as Directors of the Company. The Company may require any Advisory Director to enter into an agreement with respect to its duties and obligations from time to time as a condition of their appointment. The Board may take action to more particularly describe the duties and roles of the Advisory Directors by adopting a charter for an advisory board of directors so long as such charter is not inconsistent with the Act or this Section 9.8.


9.9	Officers.

9.9.1

General . The Board of Directors may select natural persons to be designated as officers of the Company (“ Officers ”), with such titles as the Board of Directors shall determine in its sole discretion. Any number of offices may be held by the same person. The Officers shall hold office until their successors are chosen and qualify. The initial Officers are listed on Schedule C attached hereto. Schedule C attached hereto shall be amended from time to time by the Board of Directors to reflect the current Officers. Any such amendment to the information contained therein made in accordance with the provisions of this Section shall not constitute an amendment of this Agreement nor shall it be a condition to the appointment of any Officer. Officers and agents shall have such authority and perform such duties in the management of the Company as may be provided by the Act or this Agreement or as shall be determined from time to time by resolution of the Board of Directors not inconsistent with this Agreement.

The duties and authorities of the following Officers shall be as set forth below:


(a)	Chair of the Board . The Chair of the Board shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors upon written directions given to him or her pursuant to resolutions duly adopted by the Board of Directors.


(b)	The Chief Executive Officer . The Chief Executive Officer or, if no Chief Executive Officer is elected, the President, subject to the direction of the Board of Directors, shall have direct charge of and general supervision over the day-to-day business and affairs of the Company.

(c)

The President . The President shall perform all duties incident to the office of president of a corporation organized under the Act and such other duties as from time to time may be assigned to him or her by the Board of Directors or the Chief Executive Officer. In the absence of a Chief Executive Officer, the President shall be the chief executive officer of the Company, shall have general and active management of the business and affairs of the Company, and shall see that all orders and resolutions of the Board of Directors are

carried into effect. He or she shall preside at all meetings of the Members and at all meetings of the Board of Directors in the absence or disability of the Chair of the Board. The President shall have authority to sign and deliver in the name of the Company any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Company, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by this Agreement or the Board of Directors to some other person.


(d)	Vice Presidents . Each Vice President shall have such powers and shall perform such duties incident to the offices of a vice president of a corporation organized under the Act and such other duties from time to time as may be conferred upon or assigned to him or her by the Board of Directors or as may be delegated to him or her by the Chief Executive Officer or the President.

(e)

Secretary . The Secretary shall attend all meetings of the Members and all meetings of the Board of Directors and record all the proceedings of the meetings of the Members and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for any standing committees of the Board of Directors when required. The Secretary shall cause notices of all meetings of the Members and the Board of Directors to be given in accordance with this Agreement, shall be custodian of the records and the seal, if any, of the Company, and shall cause the Company seal, if any, to be affixed to all documents the execution of which under seal is duly authorized, and when the Company seal is so affixed, may attest to the same. The Secretary shall perform such other duties as are incident to the office of secretary of a corporation organized under the Act or as may be prescribed by the Board of Directors or the President, under whose supervision the Secretary shall be. The Board of Directors may appoint one or more Assistant Secretaries to perform the duties of the Secretary.

(f)

Treasurer . The Treasurer shall have charge and custody of, and be responsible for, all funds, securities, receipts and disbursements of the Company and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Company in such banks, trust companies or other depositories as shall, from time to time, be designated by the Board of Directors or by the Treasurer if so authorized by the Board of Directors. The Treasurer: (A) may endorse for collection on behalf of the Company checks, notes and other obligations, (B) may sign receipts and vouchers for payments made to the Company, (C) may, singly or jointly with another person as may be authorized by the Board of Directors, sign checks on the Company’s accounts and pay out and disburse the funds of the Company under the direction of the Board of Directors, taking proper vouchers for such disbursements, and (D) shall render or cause to be rendered to the Chief Executive Officer, the President and the Board of Directors, whenever requested, an account of all of the Treasurer’s transactions and of the financial condition of the Company. The Treasurer shall perform such other duties as are incident to the office of treasurer of a corporation organized under the Act or as may be assigned from time to time by the Chief Executive Officer,

the President or the Board of Directors. The Board of Directors may appoint one or more Assistant Treasurers to perform the duties of the Treasurer.


(g)	Tax Officers . One or more Tax Officers shall have the authority to communicate with the Internal Revenue Service and with state and local tax authorities, may sign tax returns, shall pay or cause to be paid taxes and shall have the authority to settle tax liabilities in the name or on behalf of the Company.

9.9.2

Officers as Agents; Delegation . The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board of Directors not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business, and the actions of the Officers taken in accordance with such powers shall bind the Company. The Board of Directors may from time to time delegate additional authorities and responsibilities to one or more officers and agents.


9.9.3	Duties of Officers . Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the Act.


9.9.4	Liability of Officers . The Officers shall not be liable for any debt, obligation, or liability of the Company, including a debt, obligation, or liability under a judgment, decree or order of a court.


10.	INDEMNIFICATION


10.1	Power to Indemnify in Actions, Suits or Proceedings other than those by or in the Right of the Company.

Subject to Section 10.3 of this Article 10, the Company shall indemnify any person who was or is a party or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he or she is or was a Director or Officer of the Company, or is or was a Director or Officer of the Company serving at the request of the Company as a director, officer, manager, partner, venturer, proprietor, trustee, employee or agent or similar functionary of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (hereinafter referred to as a “ Delegate ”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement that are reasonable and actually incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Company’s best interest and (ii) in all other cases was not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Company’s best interest and (ii) in all other cases was not

opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.

In the event that a person is found liable to the Company or is found liable on the basis that personal benefit was improperly received by such person, the indemnification (i) is limited to reasonable expenses actually incurred by the person in connection with the proceeding, (ii) shall not include a judgment, penalty, fine, or any excise or similar tax, including excise tax assessed against the person with respect to an employee benefit plan, and (iii) shall not be made (even as to expenses) in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his or her duty to the Company, for breach of his or her duty of loyalty owed to the Company, or for an act or omission not committed in good faith that constitutes a breach of a duty owed by him or her to the Company.


10.2	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Company.

Subject to Section 10.3 hereof and to the maximum extent permitted by law, the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a Director or Officer of the Company or a Delegate against reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed (i) in the case of conduct in his or her official capacity, to be in the Company’s best interest and (ii) in all other cases was not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.


10.3	Authorization of Indemnification.

Any indemnification of a Director or Officer under this Article 10 (unless ordered by a court) shall be made by the Company upon a determination that indemnification of the Director or Officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 10.1 or Section 10.2 of this Article 10, as the case may be and with respect to expenses, the amount of expenses other than a judgment is reasonable. Such determination shall be made (i) by the Board of Directors by a majority vote of those Directors who at the time of the vote are disinterested and independent regardless of whether such directors constitute a quorum, or (ii) by majority vote of a committee of the Directors duly designated by a majority vote of the directors who at the time of the vote are disinterested and independent, regardless of whether the Directors who are disinterested and independent constitute a quorum and consisting solely of one or more Directors who are disinterested and independent, or (iii) by special legal counsel selected by the Directors or a committee by vote in accordance with (i) or (ii) above in a written opinion, or (iv) by the Members of the Company in a vote that excludes the Units held by each Director who is not disinterested and independent, or (v) by a unanimous vote of the Members. To the extent, however, that a current or former Director or Officer of the Company or a Delegate has been successful on the merits or otherwise in defense of any action, suit or

proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

Any indemnification under this Article 10 shall be made promptly and, in any event, to the extent practicable, within sixty (60) days of receipt by the Company of the written request of the person to be indemnified.


10.4	Good Faith Defined

For purposes of any determination under Section 10.3 of this Article 10, a person shall be deemed to have acted in good faith and in a manner he or she reasonably believed, (i) in the case of conduct in his or her official capacity, to be in the Company’s best interest and (ii) in all other cases, was not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful, if his or her action is based on the records or books of account of the Company or another enterprise, or on information supplied to him or her by the Officers of the Company or the officers of another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The term “another enterprise” as used in this Section 10.4 shall mean any other limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Company as a director, officer, manager, partner, venturer, proprietor, trustee, employee or agent or similar functionary. The provisions of this Section 10.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 10.1 or 10.2 of this Article 10, as the case may be.


10.5	Indemnification by a Court.

Notwithstanding any contrary determination in the specific case under Section 10.3 of this Article 10 and notwithstanding the absence of any determination thereunder, any current or former Director or Officer or Delegate may apply to any court of competent jurisdiction in the State of Texas for indemnification to the extent otherwise permissible under Sections 10.1 and 10.2 of this Article 10. Such court may order indemnification to the extent the court determines that such person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. Notice of any application for indemnification pursuant to this Section 10.5 shall be given to the Company promptly upon the filing of such application. If such application is successful, in whole or in part, the Director or Officer or Delegate seeking indemnification shall also be entitled to be paid the expense of securing the indemnification. Indemnification ordered by a court may be limited to the extent provided in Section 8.052 of the Act.


10.6	Expenses Payable in Advance.

Expenses incurred by a present Director or Officer or Delegate in defending or investigating a threatened or pending action, suit or proceeding described above shall be paid by the Company in advance of the final disposition of such action, suit or proceeding without making the determinations required under Section 10.3 hereof within fourteen (14) days after receipt by the Company of a written statement from such Director or Officer or Delegate requesting such an

advancement, together with a written affirmation by the person of the person’s good faith belief that the person has met the standard of conduct necessary for indemnification under Section 10.3 hereof in addition to an undertaking, if required by law at the time of such advance, by or on behalf of such Director or Officer or Delegate to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Article 10 or otherwise prohibited from being indemnified.


10.7	Nonexclusivity of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by or granted pursuant to this Article 10 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any governing document, agreement, contract, or vote of members or disinterested Directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action taken (or omitted to be taken) in his or her official capacity and as to action taken (or omitted to be taken) in another capacity while holding such office, it being the policy of the Company that indemnification of the persons specified in Sections 10.1 and 10.2 of this Article 10 shall be made to the fullest extent permitted by law. The provisions of this Article 10 shall not be deemed to preclude the indemnification of any person who is not specified in Sections 10.1 or 10.2 of this Article 10 but whom the Company has the power or obligation to indemnify under the provisions of the Act, or otherwise.


10.8	Insurance.

The Company may maintain insurance, at its expense, to protect itself and any Director, Officer, employee or agent of the Company or a Delegate against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Act or the provisions of this Article 10. The Company may also obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Company, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Board of Directors shall deem appropriate for the protection of any or all such persons.


10.9	Certain Definitions.

For purposes of this Article 10, references to “the Company” shall include, in addition to the resulting company, any constituent company or corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, managers, and officers, so that any person who is or was a director or officer of such constituent entity, or is or was a director, manager, or officer of such constituent entity serving at the request of such constituent entity as a director, officer, manager, partner, venturer, proprietor, trustee, employee or agent or similar functionary of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article 10 with respect to the resulting or surviving entity as he or she would have with respect to such constituent entity if its separate existence had continued. For purposes of this Article 10, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a Director or Officer of the Company which imposes duties on, or involves

services by, such Director or Officer with respect to an employee benefit plan, its participants or beneficiaries; a person who acted in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Article 10; and an action taken or omitted by a Delegate for a purpose reasonably believed by the person to be in the interest of the other enterprise or its owners or members is for a purpose that is “not opposed to the best interests of the enterprise” as referred to in this Article 10.


10.10	Survival of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 10 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors and administrators of such a person.


10.11	Limitation on Indemnification.

Notwithstanding anything contained in this Article to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 10.5 hereof), the Company shall not be obligated to indemnify any Director or Officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors of the Company.


10.12	Indemnification of Advisory Directors, Employees and Agents.

The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to Directors, Advisory Directors, Officers, employees and agents of the Company or of its wholly or partially owned, direct or indirect affiliated or subsidiary companies similar to those conferred in this Article 10 to Directors and Officers of the Company.


10.13	Repeal or Modification.

All rights to indemnification and to advancement of expenses under this Article 10 shall be deemed to be a contract between the Company and each Director and Officer who serves or has served in any such capacity, and each other person as to whom the Company has agreed to grant indemnity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Act or any other applicable law shall not in any way diminish any right to indemnification or to advancement of expenses of such Director, Officer or other person as to whom the Company has agreed to grant indemnity, or the obligations of the Company, arising hereunder for claims relating to matters occurring prior to such repeal or modification.


10.14	Separability.

If this Article 10 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each Director and Officer, and each employee, agent and other person as to whom the Company has agreed to grant indemnity to the full extent permitted by any applicable portion of this Article 10 that shall not have been invalidated and to the full extent permitted by applicable law.


11.	MEETINGS OF THE BOARD OF DIRECTORS AND MEMBERS


11.1	Place.

Meetings of the Board of Directors, regular or special, may be held either within or without the State of Texas. Meetings may be held by telephonic conference.


11.2	First Meeting of Board of Directors.

After the Certificate of Formation is filed with the Secretary of State, an organizational meeting of the initial Directors named as the initial “managers” in the Certificate of Formation shall be held, either within or without the State of Texas, at the call of a majority of the Directors named as “managers” in the Certificate of Formation, for the purpose of submitting this Agreement for adoption by the Company and transacting such other business as may come before the meeting. The Directors calling the meeting shall give at least one day’s notice thereof to each Director so named, stating the time and place of the meeting.


11.3	Regular Meetings.

Regular meetings of the Board of Directors may be held with or without notice, unless notice is required under this Agreement, and at such time and at such place as shall from time to time be determined by the Board of Directors.


11.4	Special Meetings.

Special meetings of the Board of Directors may be called by any Director. Notice of each special meeting of the Board of Directors shall be given to each Director at least 24 hours before the date of the meeting.


11.5	Notice and Waiver of Notice.

Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Any Director, whether or not attending, may waive notice by the execution of a written waiver. Except as may be otherwise provided by this Agreement, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.


11.6	Quorum of Directors, Acts of Board of Directors.

At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, unless a different number or percentage is required by the Act, the Certificate of Formation or this Agreement. If a quorum shall not be present at any meeting of Board of Directors, the Directors present at that meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any sub-committee thereof may be taken without a meeting if all members of the Board of Directors or sub-committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or sub-committee. Any and all actions of the Board of Directors must be taken at a duly authorized meeting of the Board of Directors or upon unanimous written consent of the Board of Directors.


11.7	Committees.

The Board of Directors, by resolution, may designate from among the Directors one or more committees, each of which shall be comprised of one or more of the Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified Directors at any meeting of that committee. Any such committee shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set out in Section 101.253 of the Act and the provisions of this Agreement. The Board may take action to establish a committee by adopting a charter for such committee which describes the duties and obligations of such committee and its members so long as such charter is not inconsistent with the Act or this Section 11.7.


11.8	Delegation.

The Board of Directors may from time to time delegate specific authorities and responsibilities to one or more Directors who, pursuant to such delegations, will have the power to exercise such responsibilities and the obligation to fulfill such responsibilities without the joinder or consent of the other Directors.


11.9	Meetings of Members.

An annual meeting of the Members shall be held at such time and place as the Board of Directors shall specify, which date shall be within 13 months after the last annual meeting of Members, but failure to hold any such annual meeting shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. Members holding at least an aggregate 20% of all Units, or any Director, may also call a meeting of the Members. All such meetings shall be held not less than ten (10) nor more than sixty (60) days after the date of written notice thereof, at such place in or outside of Texas as the notice shall specify. The notice shall describe the matters to be considered at the meeting, and no matter other than those described in the notice may be taken up at the meeting. Members holding a Majority in Interest of the Members shall constitute a quorum. Any Member attending the meeting shall be deemed to have waived notice thereof unless he or she is attending for the exclusive purpose of objecting to the validity of the meeting. Any Member, whether or not attending, may waive notice by the execution of a written waiver. If all Members waive notice, a meeting shall be valid even though proper or timely notice thereof may not have been given, and any matter may be considered at such a meeting whether

or not described in the notice of the meeting. Nothing in this Section 11.9 will create or enlarge any voting right with respect to any Units whose voting rights have been limited or eliminated.


11.10	Action Without Meetings.

As provided in Section 6.202 of the Act and subject to the timing and notice requirements of that section, any action required or permitted to be taken at any meeting of the Members may be taken without holding a meeting, providing notice, or taking a vote if a written consent stating the action taken is executed by the Members having at least the minimum number of votes that would be necessary to take such action at a meeting at which all Members entitled to vote on the action are present and vote. Nothing in this Section 11.10 will create or enlarge any voting right with respect to any Units whose voting rights have been limited or eliminated.


12	ADMISSION AND WITHDRAWAL OF MEMBERS; TRANSFERS OF INTERESTS.


12.1	Units Acquired Directly From The Company.

After the formation of the Company, the Board of Directors may admit any Person as a new Member upon the payment to the Company of the consideration for the Units acquired by him, as established from time to time by the Board of Directors. Any Person becoming a Member shall execute a written acknowledgment that he or she has read this Agreement, the Certificate of Formation, and all amendments hereto and thereto and that he or she agrees to be bound by the terms of the Company Agreement.


12.2	Right of Transferee to Become a Member.

A transferee of all or part of a Member’s Membership Interest whose ownership is recorded in the transfer records of the Company in accordance with Section 3.1 hereof shall become a Member, and shall have all of the rights and privileges arising out of or associated with the assigned Membership Interest, without any further action of the Company, the Board of Directors, or the Members. The assignor of such Membership Interest will cease to be a Member upon the effectiveness of the assignment when recorded in the transfer records of the Company in accordance with Section 3.1 hereof.

Any Person becoming a substituted Member shall pay the reasonable costs of such substitution incurred by the Company.


12.3	Withdrawal by a Member.

No Member may withdraw from membership in the Company prior to the dissolution and winding up of the Company without the written consent of the Members. If consent is given, the withdrawal shall be on such terms and conditions as the Board of Directors may deem appropriate in their sole discretion.


13.	DISSOLUTION AND TERMINATION


13.1	Causes of Dissolution.

The Company shall be dissolved upon the earliest to occur of the following:


13.1.1	The unanimous agreement of the Members that the Company should be dissolved;


13.1.2	The retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event that terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Act; or


13.1.3	Entry of a decree of judicial dissolution under Section 11.051(5) of the Act.


13.2	Winding Up.

Upon the dissolution of the Company, unless the business of the Company is continued as provided in Section 13.1.2 of this Agreement, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its property, and satisfying the claims of its creditors and Members. No Director shall have the authority to take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. The Board of Directors (or, in the event there is no remaining Director, any Person elected by a Majority in Interest of the Members) shall be responsible for overseeing the winding up of the Company and shall take full account of the Company’s liabilities and property. The Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:


13.2.1	First, to the payment and discharge of all of the Company’s debts and liabilities to creditors other than the Members;


13.2.2	Second, to the payment and discharge of all of the Company’s debts and liabilities to the Members; and


13.2.3	Thereafter, the balance, if any, to the Members in proportion to their ownership of Units.

In the discretion of the Board of Directors or other person in charge of winding up, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Article 13 may be distributed to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contested, contingent, or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members, from time to time, in the reasonable discretion of the Board of Directors or other person in charge of winding up, in the same proportions among the Members as such amount would have been distributed directly from the Company pursuant to this Agreement.


14.	GENERAL PROVISIONS


14.1	Confidentiality of Company Records.

No Member or assignee of a Member (or representative of either) shall have a right under the Act or this Agreement to inspect, examine, copy, or receive a disclosure of any of the Company’s information, documents, or records except for a proper purpose. In response to any request (even if for a proper purpose) by a Member or assignee of a Member (or representative of either) for such an inspection, examination, copying, or disclosure, the Company may deny access by such Member or assignee of a Member (or representative of either) to any information, document, or record that is not described in Section 101.502(a) of the Act and that the Board of Directors (or any officer to whom the authority of this Section shall have been delegated) determines (a) contains or discloses information in the nature of trade secrets, (b) is required to be kept confidential by the Company or any affiliate by law or by agreement with any third party, or (c) is information the disclosure of which is not in the best interests of or could damage the Company or any of its affiliates. Additionally, the Company may require any Member or assignee of a Member (or representative or either) requesting (even if for a proper purpose) an inspection, examination, copying, or disclosure of any of the Company’s information, documents, or records (including information, documents, and records described in Section 101.502(a) of the Act) to enter into a confidentiality or non-disclosure agreement prior to receiving any requested information, documents, or records.


14.2	Applicable Law.

The Agreement and the rights, interests, and obligations of the Members with respect to the Company shall be governed by, interpreted, construed, and enforced in accordance with the Act, and as made applicable by the Act and the other laws of the State of Texas.


14.3	Binding Agreement.

Subject to the restrictions on transfers set forth in Article 12, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.


14.4	Notices.

Any notice, request, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be delivered personally to the Person or to an officer of the Person to whom the same is directed, or sent by regular, registered, or certified mail, by overnight courier, or by telecopy, addressed as follows, or to such other address as such Person may from time to time specify by notice to the Board of Directors and Members:

if to the Board of Directors, addressed to:

1600 Perdido Street

New Orleans, Louisiana 70112

if to a Member, addressed to the Member at the address set forth on Exhibit A .

Any such notice shall be deemed to be delivered, given, and received for all purposes as of the date so delivered, if delivered personally or if sent by overnight courier, telecopy, or regular mail, or three days after the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, if sent by registered or certified mail, postage and charges prepaid. If an attempt to give notice by facsimile transmission fails because of any problem with the recipient’s designated facsimile number or facsimile equipment, such notice will nevertheless be considered to have been effected on the day of that attempted transmission if it is also transmitted that day by overnight delivery to the recipient and is actually received on the next following business day. Any Person may from time to time specify a different address by notice to the Board of Directors and Members.


14.5	Variation of Pronouns.

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the Person or Persons may require. The use of the singular shall include a reference to the plural and vice-versa unless the context clearly requires otherwise.


14.6	Headings; References.

The cover page, table of contents, titles of articles, section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof. References to Sections or Articles mean the Sections or Articles of this Agreement, unless otherwise noted.


14.7	Entire Agreement.

The Agreement, together with the Certificate of Formation, contains the entire agreement between the parties hereto relative to the formation and operation of the Company. The Agreement supersedes any prior understanding or oral or written agreement between the parties respecting the subject matter of the Agreement.


14.8	Severability.

Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.


14.9	Incorporation by Reference.

Every exhibit, schedule, and other appendix attached to this Agreement and referred to herein is hereby incorporated in this Agreement by reference.


14.10	Further Action.

Each Member, upon the request of the Board of Directors, agrees to perform all further acts and execute, acknowledge, and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.


14.11	Waiver of Partition.

To the maximum extent permitted under applicable law, each Member hereby irrevocably waives the right, if any, to partition the property and/or any other assets of the Company.


14.12	Amendments.

Except as otherwise specifically provided in the Agreement, no amendment, modification, or change of the Agreement, or any part thereof, shall be valid and effective unless made in writing and signed by all of the Members.


14.13	Waivers.

Except where a specific time period is provided hereunder for the exercise of a right or remedy, any party’s forbearance in the exercise or enforcement of any right or remedy under this Agreement will not constitute a waiver thereof, and a waiver under one circumstance will not constitute a waiver under any other circumstance.


14.14	Counterparts.

The Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

[The remainder of this page is intentionally left blank.

The next page of this document is S-1]

Executed to be effective as set forth above:

MEMBER :



ENTERGY NEW ORLEANS, INC.


By: /s/ Charles L. Rice, Jr.
Name: Charles L. Rice, Jr. Its: President and Chief Executive Officer

EXHIBIT A ¹



Member’s Name and Address	Initial Contribution	Units	Percentage Ownership

Entergy Utility Holding Company, LLC	$1,000.00	100 Common	100%
2001 Timberloch Place The Woodlands, TX 77380


1.	This Exhibit A reflects ownership in the Company as of December 1, 2017 rather than as of the date of the initial adoption of the Company Agreement on July 18, 2017.

SCHEDULE B

BOARD OF DIRECTORS

Paul D. Hinnenkamp

Andrew S. Marsh

Charles L. Rice, Jr.

Roderick K. West

SCHEDULE C

OFFICERS



Name	Title
Charles L. Rice, Jr.	Chairman of the Board, President and Chief Executive Officer
Roderick K. West	Group President, Utility Operations
Andrew S. Marsh	Executive Vice President and Chief Financial Officer
Marcus V. Brown	Executive Vice President and General Counsel
Joseph T. Henderson	Senior Vice President and General Tax Counsel
Alyson M. Mount	Senior Vice President and Chief Accounting Officer
Steven C. McNeal	Vice President and Treasurer
Dennis P. Dawsey	Vice President, Customer Service
Gary Huntley	Vice President, Regulatory Affairs
Kimberly A. Fontan	Vice President, System Planning
Daniel T. Falstad	Secretary
Dawn A. Balash	Assistant Secretary
Stacey M. Lousteau	Assistant Treasurer
Mary Ann Valladares	Assistant Treasurer
Patricia A. Galbraith	Tax Officer
Rory L. Roberts	Tax Officer
Mark Keppler	Tax Officer

Exhibit 4.1

Counterpart __ of 30

ENTERGY NEW ORLEANS POWER, LLC

( to be renamed Entergy New Orleans, LLC on the effective date of this instrument)

(as successor to Entergy New Orleans, Inc.)

THE BANK OF NEW YORK MELLON

(formerly The Bank of New York, successor to Harris Trust

Company of New York and Bank of Montreal Trust Company)

As Trustee under the Mortgage and Deed of Trust,

dated as of May 1, 1987 of Entergy New Orleans, Inc.

TWENTY-FIRST SUPPLEMENTAL INDENTURE

Relating to the Transfer of the Mortgaged and Pledged Property

to Entergy New Orleans Power, LLC

(to be renamed Entergy New Orleans, LLC)

and to Certain Amendments

Dated as of November 30, 2017

TWENTY-FIRST SUPPLEMENTAL INDENTURE, dated as of November 30, 2017, between ENTERGY NEW ORLEANS POWER, LLC (as successor to Entergy New Orleans, Inc., the “Original Company”), a limited liability company of the State of Texas, whose post office address is 1600 Perdido Street, Building 505, New Orleans, Louisiana 70112 (the “Company”) and THE BANK OF NEW YORK MELLON (formerly The Bank of New York, successor to Harris Trust Company of New York and Bank of Montreal Trust Company), a New York banking corporation, whose principal corporate trust office is located at 101 Barclay Street, New York, New York 10286, as trustee under the Mortgage and Deed of Trust, dated as of May 1, 1987, executed and delivered by the Original Company (herein called the “Original Indenture”; the Original Indenture and any and all indentures and instruments supplemental thereto being herein called the “Indenture”);

WHEREAS, the Original Indenture has been duly recorded and filed as required in the State of Louisiana simultaneously with the recording and filing of the First Supplemental Indenture thereto, dated as of May 1, 1987, between the Original Company and BANK OF MONTREAL TRUST COMPANY (The Bank of New York Mellon, successor) and Z. GEORGE KLODNICKI (Stephen J. Giurlando, successor), as trustees (herein called the “First Supplemental Indenture”); and

WHEREAS, the Original Indenture was recorded in various Parishes in the State of Louisiana; and

WHEREAS, the Original Company executed and delivered to the Trustees (such term and all other defined terms used herein and not defined herein having the respective definitions to which reference is made in Article I below) its Second Supplemental Indenture, dated as of January 1, 1988, its Third Supplemental Indenture, dated as of March 1, 1993, its Fourth Supplemental Indenture, dated as of September 1, 1993, its Fifth Supplemental Indenture, dated as of April 1, 1995, its Sixth Supplemental Indenture, dated as of March 1, 1996, its Seventh Supplemental Indenture, dated as of July 1, 1998, its Eighth Supplemental Indenture, dated as of July 1, 2000 (the “Eighth Supplemental Indenture”), its Ninth Supplemental Indenture, dated as of February 1, 2001, its Tenth Supplemental Indenture, dated as of October 1, 2002, its Eleventh Supplemental Indenture, dated as of July 1, 2003, its Twelfth Supplemental Indenture dated as of August 1, 2004, its Thirteenth Supplemental Indenture dated as of August 15, 2004, its Fourteenth Supplemental Indenture dated as of June 1, 2005, its Fifteenth Supplemental Indenture, dated as of November 1, 2010, its Sixteenth Supplemental Indenture, dated as of November 1, 2012 (the “Sixteenth Supplemental Indenture”), its Seventeenth Supplemental Indenture, dated as of June 1, 2013 (the “Seventeenth Supplemental Indenture”), which Supplemental Indentures have been duly recorded in various Parishes in the State of Louisiana; and

WHEREAS, the Original Company executed and delivered to the Trustee its Eighteenth Supplemental Indenture, dated as of March 3, 2016 in connection with the acquisition by the Original Company of certain real property and interests in real property situated in Arkansas, which Supplemental Indenture has been recorded in Union County, Arkansas and certain Parishes in Louisiana; and

WHEREAS, the Original Company executed and delivered to the Trustee its Nineteenth Supplemental Indenture, dated as of March 15, 2016 (the “Nineteenth Supplemental Indenture”), and its Twentieth Supplemental Indenture, dated as of May 1, 2016 (the “Twentieth Supplemental Indenture”), each as a supplement to the Original Indenture, which Supplemental Indentures have been duly recorded in various Parishes in the State of Louisiana and in Union County, Arkansas, which Parishes and County are the same Parishes and County in which this Twenty-first Supplemental Indenture is to be recorded; and

WHEREAS, pursuant to an Agreement and Plan of Merger dated as of March 18, 1999, Harris Trust Company of New York merged into Bank of Montreal Trust Company, Trustee under the Indenture, and effective July 1, 1999, the combined entity changed its name to Harris Trust Company of New York, and, by virtue of Section 9.03 of the Original Indenture, Harris Trust Company of New York became successor Trustee under the Indenture, without execution of any paper or the performance of any further act on the part of any other parties to the Indenture; and

WHEREAS, effective July 15, 2000, Harris Trust Company of New York and Mark F. McLaughlin resigned as Trustee and Co-Trustee, respectively, under the Indenture, and by the Eighth Supplemental Indenture, the Original Company appointed The Bank of New York and Stephen J. Giurlando as successor Trustee and successor Co-Trustee, respectively, effective July 15, 2000, and The Bank of New York and Stephen J. Giurlando accepted said respective appointments; and

WHEREAS, effective July 1, 2008, The Bank of New York changed its name to The Bank of New York Mellon; and

WHEREAS, effective November 1, 2010, Stephen J. Giurlando resigned as Co-Trustee under the Indenture; and

WHEREAS, the Original Company has heretofore issued, in accordance with the provisions of the Indenture, the following series of bonds:



Series	Principal Amount Issued	Principal Amount Outstanding
10.95% Series due May 1, 1997	$75,000,000	None
13.20% Series due February 1, 1991	1,400,000	None
13.60% Series due February 1, 1993	29,400,000	None
13.90% Series due February 1, 1995	9,200,000	None
7% Series due March 1, 2003	25,000,000	None
8% Series due March 1, 2023	45,000,000	None
7.55% Series due September 1, 2023	30,000,000	None
8.67% Series due April 1, 2005	30,000,000	None
8% Series due March 1, 2006	40,000,000	None
7% Series due July 15, 2008	30,000,000	None
8.125% Series due July 15, 2005	30,000,000	None
6.65% Series due March 1, 2004	30,000,000	None
6.75% Series due October 15, 2017	25,000,000	None
3.875% Series due August 1, 2008	30,000,000	None
5.25% Series due August 1, 2013	70,000,000	None
5.65% Series due September 1, 2029	40,000,000	None
5.60% Series due September 1, 2024	35,000,000	None
4.98% Series due July 1, 2010	30,000,000	None
5.10% Series due December 1, 2020	25,000,000	25,000,000
5.0% Series due December 1, 2052	30,000,000	30,000,000
3.90% Series due July 1, 2023	100,000,000	100,000,000
5.50% Series due April 1, 2066	110,000,000	110,000,000
4% Series due June 1, 2026	85,000,000	85,000,000

; and

WHEREAS, pursuant to Section 6.02 of the Sixteenth Supplemental Indenture, the term “corporation” is defined in the Indenture to include a limited liability company and certain other entities and references to “corporate” and other derivations of “corporation” in the Indenture shall be deemed to include appropriate derivations of such entities; and

WHEREAS, subject to the provisions thereof, Section 15.01 of the Indenture permits the Original Company to transfer, subject to the Lien of the Indenture, all or substantially all the Mortgaged and Pledged Property as an entirety to any corporation lawfully entitled to acquire or operate the same; and

WHEREAS, Section 15.02 of the Indenture provides, among other things, that if the Original Company shall transfer, subject to the Lien of the Indenture, all or substantially all the Mortgaged and Pledged Property as an entirety to any other corporation, the successor corporation which shall have received such transfer, upon executing with the Trustee and causing to be recorded an indenture whereby such successor corporation shall assume and agree to pay, duly and punctually, the principal of and interest on the bonds issued under the Indenture in accordance with the provisions of said bonds and any coupons and of the Indenture, and shall agree to perform and fulfill all the covenants and conditions of the Indenture to be kept or performed by the Original Company, shall succeed to and be substituted for the Original Company with the same effect as if such successor corporation had been named in the Indenture, and shall have and may exercise under the Indenture the same powers and rights as the Original Company; and

WHEREAS, Section 15.03 of the Indenture provides, among other things, that if the Original Company, as permitted by Section 15.01 of the Indenture, shall transfer, subject to the Lien of the Indenture, all or substantially all the Mortgaged and Pledged Property as an entirety to any other corporation, neither the Indenture nor the indenture with the Trustee to be executed and caused to be recorded by the successor corporation as in Section 15.02 of the Indenture provided, shall, unless such indenture shall otherwise provide, become or be or be required to become or be a lien upon any of the properties, rights or franchises then owned or thereafter acquired by the successor corporation (by purchase, consolidation, merger, donation, construction, erection or in any other way) except (a) those acquired by the successor corporation from the Original Company, and improvements, extensions and additions thereto and renewals and replacements thereof, (b) the property made and used by the successor corporation as the basis under any of the provisions of the Indenture for the authentication and delivery of additional bonds or the withdrawal of cash or the release of property, and (c) such franchises, repairs and additional property as may be acquired, made or constructed by the successor corporation (1) to maintain, renew and preserve the franchises covered by the Indenture, or (2) to maintain the property mortgaged and intended to be mortgaged under the Indenture as an operating system or systems in good repair, working order and condition, or (3) in rebuilding or renewal of property, subject to the Lien of the Indenture, damaged or destroyed, or (4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers, poles, wire, pipe, rails, ties, switches, tools, implements and furniture, subject to the Lien of the Indenture, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operation of the property mortgaged and intended to be mortgaged under the Indenture; and

WHEREAS, Section 19.04 of the Indenture provides, among other things, that the Company may enter into any further covenants, limitations, restrictions or provisions for the benefit of any one or more series of bonds issued under the Indenture by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to be recorded in all of the states in which any property at the time subject to the Lien of the Indenture shall be situated; and

WHEREAS, effective as of November 16, 2017, the Original Company changed its state of incorporation from Louisiana to Texas and converted to a Texas corporation; and

WHEREAS, effective as of 11:58 p.m. Central Time, November 30, 2017, the Original Company will allocate to the Company, among other things, all of its rights, powers, duties and obligations under the Indenture and the bonds outstanding thereunder and, subject to the Lien of the Indenture, all of the Mortgaged and Pledged Property as an entirety (the “2017 Transfer”) pursuant to a Plan of Merger between the Original Company and the Company (the “2017 Transfer Documents”), in connection with which, among other things, the Company will succeed to the ownership of all of the Original Company’s right, title and interest in and to the Mortgaged and Pledged Property as constituted immediately prior to the time that the 2017 Transfer becomes effective and will succeed to all of the Original Company’s rights, powers, duties and obligations under the Indenture and the bonds outstanding thereunder; and

WHEREAS, effective as of December 1, 2017, the name of the Company will be changed from Entergy New Orleans Power, LLC to Entergy New Orleans, LLC; and

WHEREAS, the Company is lawfully entitled to assume or operate the Mortgaged and Pledged Property; and

WHEREAS, in Sections 5.01 through 5.04 of the Sixteenth Supplemental Indenture, the Original Company reserved the right to make certain amendments to the Indenture (herein sometimes referred to as the “Funded Property and Release Amendments”);

WHEREAS, in Section 5.01 of the Seventeenth Supplemental Indenture and Section 5.01 of the Nineteenth Supplemental Indenture, the Original Company reserved the right to amend the Indenture to delete all provisions in the Indenture which require a Net Earning Certificate, whether as a condition precedent to the authentication and delivery of bonds or otherwise (herein sometimes referred to as the “Net Earning Certificate Amendment”);

WHEREAS, in Section 5.02 of the Seventeenth Supplemental Indenture, each initial and future holder of bonds of the Twenty-first Series, by its acquisition of an interest in such bonds, irrevocably (a) consented to the Funded Property and Release Amendments and the Net Earning Certificate Amendment without any other or further action by any holder of such bonds, and (b) designated the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise;

WHEREAS, in Section 5.02 of the Nineteenth Supplemental Indenture, each initial and future holder of bonds of the Twenty-second Series, by its acquisition of an interest in such bonds, irrevocably (a) consented to the Funded Property and Release Amendments and the Net Earning Certificate Amendment without any other or further action by any holder of such bonds, and (b) designated the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise;

WHEREAS, in Section 5.01 of the Twentieth Supplemental Indenture, each initial and future holder of Bonds of the Twenty-third Series, by its acquisition of an interest in such bonds, irrevocably (a) consented to the Funded Property and Release Amendments and the Net Earning Certificate Amendment without any other or further action by any holder of such bonds, and (b) designated the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise;

WHEREAS, the bonds of the Twenty-first, Twenty-second and Twenty-third Series constitute more than 84% of the aggregate principal amount of all bonds now Outstanding;

WHEREAS, Section 18.07 of the Original Indenture provides, among other things, that, subject to the provisions of Section 12.16 of the Indenture, any modification or alteration of the Indenture and/or of the rights and obligations of the Company and/or the rights of the holders of bonds may be made at a meeting of bondholders by resolution duly adopted by the affirmative vote of at least a majority in principal amount of the bonds Outstanding under the Indenture unless (a) the rights of one or more, but less than all, series of bonds then Outstanding are to be adversely affected by action taken at such meeting, (b) any Rate Recovery Mortgage bonds are Outstanding, or (c) such modification or amendment shall, without the consent of the

holder of any bond issued under the Indenture affected thereby (1) impair or affect the right of such holder to receive payment of the principal of (and premium, if any) and interest on such bond, on or after the respective due dates expressed in such bond, or to institute suit for the enforcement of any such payment on or after such respective dates, or (2) permit the creation of any lien ranking prior to, or on a parity with, the Lien of the Indenture with respect to any of the Mortgaged and Pledged Property, or (3) permit the deprivation of any nonassenting bondholder of the benefit of a lien upon the Mortgaged and Pledged Property for the security of his bonds (subject only to the lien of taxes, assessments or governmental liens existing upon such property which are prior to the Lien of the Indenture at the date of the calling of any such bondholders’ meeting) or (4) permit the reduction of the percentage required by the provisions of Section 18.07 with respect to any bond Outstanding under the Indenture;

WHEREAS, Section 18.10 of the Original Indenture provides, among other things, that, anything in Article XVIII contained to the contrary notwithstanding, the Trustee shall receive the written consent (in any number of instruments of similar tenor executed by the bondholders or by their attorneys appointed in writing) of the holders of bonds Outstanding under the Indenture, the affirmative vote or votes of which would otherwise be required by Section 18.07 of the Indenture (in all cases, at the time the last such needed consent is delivered to the Trustee), in lieu of the holding of a meeting pursuant to Article XVIII of the Indenture and in lieu of all action at such a meeting and with the same force and effect as a resolution duly adopted in accordance with the provisions of Section 18.07 of the Indenture;

WHEREAS, Section 12.16 of the Original Indenture provides, among other things, that notwithstanding any other provision of the Indenture, the right of any holder of any bond to receive payment of the principal of and interest on such bond, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such holder;

WHEREAS, the Company may now effect the Funded Property and Release Amendments and the Net Earning Certificate Amendment because (a) the Trustee has received the written consent to such amendments of the holders of at least a majority of the bonds now Outstanding as set forth in Section 5.02 of the Seventeenth Supplemental Indenture, Section 5.02 of the Nineteenth Supplemental Indenture and Section 5.01 of the Twentieth Supplemental Indenture, (b) such amendments affect the rights of all series of bonds now Outstanding, (c) no Rate Recovery Bonds are now Outstanding; and (d) such amendments do not (1) impair or affect the right of any holder to receive payment of the principal of (and premium, if any) and interest on any bonds held by it, on or after the respective due dates expressed in such bond, or to institute suit for the enforcement of any such payment on or after such respective dates, or (2) permit the creation of any lien ranking prior to, or on a parity with, the Lien of the Indenture with respect to any of the Mortgaged and Pledged Property, or (3) permit the deprivation of any nonassenting bondholder of the benefit of a lien upon the Mortgaged and Pledged Property for the security of his bonds (subject only to the lien of taxes, assessments or governmental liens existing upon such property which are prior to the Lien of the Indenture at the date of the calling of any such bondholders’ meeting) or (4) permit the reduction of the percentage required by the provisions of Section 18.07 with respect to any bond Outstanding under the Indenture;

WHEREAS, Section 19.04 of the Original Indenture provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Indenture, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted, or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations, restrictions or provisions for the benefit of any one or more series of bonds issued thereunder by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to be recorded in all of the states in which any property at the time subject to the Lien of the Indenture shall be situated; and

WHEREAS, pursuant to and in accordance with said Sections 15.01, 15.02, 18.07, 18.10 and 19.04 of the Indenture, the Company now desires to execute with the Trustee and to cause to be recorded an indenture of the tenor aforesaid; and

WHEREAS, the execution, delivery and recordation by the Company of this Twenty-first Supplemental Indenture have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors; and

WHEREAS, all things necessary to make this Twenty-first Supplemental Indenture a valid, binding and legal instrument have been performed;

NOW, THEREFORE, THIS TWENTY-FIRST SUPPLEMENTAL INDENTURE WITNESSETH: That ENTERGY NEW ORLEANS POWER, LLC, in consideration of the premises and of Ten Dollars ($10) to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Indenture, according to their tenor and effect and the performance of all provisions of the Indenture (including any modification made as in the Indenture provided) and of said bonds, and in compliance with, in satisfaction of and pursuant to the provisions of Sections 15.01 and 15.02 of the Indenture, (A) hereby assumes and agrees to pay, duly and punctually, the principal of, and interest and premium, if any, on the bonds issued and now outstanding under the Indenture in accordance with the provisions of said bonds and of any appurtenant coupons and of the Indenture, and agrees to duly and punctually observe, perform and fulfill all the covenants and conditions of the Indenture to be kept or performed by the Original Company thereunder; and (B) hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 1.06 of the Indenture) unto THE BANK OF NEW YORK MELLON, as Trustee under the Indenture, and to its successor or successors in said trust, and to said Trustee and its successors and assigns forever, (a) all of the Mortgaged and Pledged Property acquired by the Company from the Original Company pursuant to the 2017 Transfer Documents (including, but not limited to, (1) all rights, legal and equitable, of the Original Company (whether in accordance with Paragraph 32 of that certain Resolution No. R-86-112, adopted by the Council of the City of New Orleans on March 20, 1986 and accepted by the Original Company on March 25, 1986, as superseded by Resolution No. R-91-157, effective October 4, 1991, or pursuant to other regulatory authorization or by operation of law or otherwise), in the event of the purchase and acquisition by the City of New Orleans (or any other governmental authority or instrumentality or designee thereof) of properties and assets of the Company, to recover and receive payment and compensation from the City (or from such other governmental authority or instrumentality or designee thereof or any other person) of an amount equal to the aggregate uncollected balance of (A) the deferrals of Grand Gulf 1 Costs (as defined in the Original Indenture) and the deferred carrying charges accrued thereon that have accumulated prior to the City or such other entity providing official notice to the Company of the City’s or such other entity’s intent to effect such purchase and acquisition and (B) if and to the extent that the City or such other entity and the Company agree that the City or such other entity is liable for all or a portion of the aggregate uncollected balance of such deferrals accumulating thereafter or a court of final resort so holds, such deferrals that have accumulated subsequent to such notice (said rights of the Company, together with the proceeds and products thereof, being defined in the Original Indenture as the “Municipalization Interest”); and (2) all properties of the Original Company specifically described in Article V hereof) and improvements, extensions and additions thereto and renewals and replacements thereof, (b) the property made and used by the Company as the basis under any of the provisions of the Indenture for the authentication and delivery of additional bonds or the withdrawal of cash or the release of property, (c) such franchises, repairs and additional property as may be acquired, made or constructed by the Company (1) to maintain, renew and preserve the franchises covered by the Indenture, or (2) to maintain the property

mortgaged and intended to be mortgaged under the Indenture, as an operating system or systems in good repair, working order and condition, or (3) in rebuilding or renewal of property, subject to the Lien of the Indenture, damaged or destroyed, or (4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers, poles, wire, pipe, rails, ties, switches, tools, implements and furniture, subject to the Lien of the Indenture, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operation of the property mortgaged and intended to be mortgaged under the Indenture, and (d) all other property, real, personal and mixed, acquired by the Company after the effective time of the 2017 Transfer (except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 15.03 of the Indenture, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained herein or in the Original Indenture, as heretofore supplemented) all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same; all power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all telephone, radio and television systems, air-conditioning systems, and equipment incidental thereto, water wheels, water works, water systems, steam heat and hot water plants, substations, electric, gas and water lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, turbines, electric, gas and other machines, prime movers, regulators, meters, transformers, generators (including, but not limited to, engine driven generators and turbogenerator units), motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, towers, overhead conductors and devices, underground conduits, underground conductors and devices, wires, cables, tools, implements, apparatus, storage battery equipment, and all other fixtures and personalty; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith and (except as herein or in the Original Indenture, as heretofore supplemented, expressly excepted) all the rights, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property herein or in the Original Indenture, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 11.01 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, rights and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 15.03 of the Original Indenture, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way and including real property and interests situated in Louisiana, Arkansas and elsewhere) after the date hereof, except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the Lien of the Original Indenture and the Lien hereof as if

such property, rights and franchises were now owned by the Company and were specifically described herein and granted and conveyed hereby.

PROVIDED that, except as provided herein and in the Original Indenture with respect to the Municipalization Interest, the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder, nor is a security interest therein hereby or by the Original Indenture, as heretofore supplemented, granted or intended to be granted, and the same are hereby expressly excepted from the Lien of the Indenture and the operation of this Twenty-first Supplemental Indenture, viz.: (1) cash, shares of stock, bonds, notes and other obligations and other securities not heretofore or hereafter specifically pledged, paid, deposited, delivered or held hereunder or covenanted so to be; (2) merchandise, equipment, apparatus, materials or supplies held for the purpose of sale or other disposition in the usual course of business or for the purpose of repairing or replacing (in whole or part) any rolling stock, buses, motor coaches, automobiles and other vehicles or aircraft or boats, ships, or other vessels and any fuel, oil and similar materials and supplies consumable in the operation of any of the properties of the Company; rolling stock, buses, motor coaches, automobiles and other vehicles and all aircraft; boats, ships and other vessels; all timber, minerals, mineral rights and royalties; (3) bills, notes and other instruments and accounts receivable, judgments, demands, general intangibles and choses in action, and all contracts, leases and operating agreements not specifically pledged hereunder or under the Original Indenture or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the Lien of the Indenture; (5) electric energy, gas, water, steam, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; (6) any natural gas wells or natural gas leases or natural gas transportation lines or other works or property used primarily and principally in the production of natural gas or its transportation, primarily for the purpose of sale to natural gas customers or to a natural gas distribution or pipeline company, up to the point of connection with any distribution system; (7) the Company’s franchise to be a corporation; and (8) any property heretofore released pursuant to any provisions of the Indenture; provided, however, that the property and rights expressly excepted from the Lien and operation of the Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that the Trustee or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XII of the Original Indenture by reason of the occurrence of a Default.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed or in which a security interest has been granted by the Company as aforesaid, or intended so to be (subject, however, to Excepted Encumbrances as defined in Section 1.06 of the Indenture), unto (to the extent of its legal capacity to hold the same for the purposes hereof) THE BANK OF NEW YORK MELLON, and its successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Original Indenture, as heretofore supplemented, this Twenty-first Supplemental Indenture being supplemental thereto.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Original Indenture, as heretofore supplemented, shall affect and apply to the property hereinbefore and hereinafter described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustee and the beneficiaries of the trust with respect to said property, and to the Trustee and its successors as Trustee of said property in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Original Indenture and had been specifically and at length described in and conveyed to said Trustee by the Original Indenture as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustee and its successor or successors in said trust under the Indenture, as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.01 Terms From the Original Indenture and First through Twentieth Supplemental Indentures . All defined terms used in this Twenty-first Supplemental Indenture and not otherwise defined herein shall have the respective meanings ascribed to them in the Original Indenture or the First through the Twentieth Supplemental Indentures, as the case may be.

ARTICLE II

AMENDMENTS

Section 2.01 Funded Property . The holders of at least a majority in principal amount of the bonds Outstanding under the Indenture having consented to the amendments set forth in Section 5.01 of Article V of the Sixteenth Supplemental Indenture, the Company hereby exercises its right to amend Section 1.05 of the Indenture to replace the first two paragraphs thereof with three paragraphs reading as follows:

“Section 1.05. The term “Funded Property Certificate” shall mean an Independent Engineer’s Certificate delivered to the Trustee, within ninety days after the date thereof,

(A) stating the aggregate principal amount of bonds then Outstanding under this Indenture;

(B) stating the aggregate principal amount of bonds which the Company is then entitled to have authenticated and delivered by compliance with the provisions of Section 6.01 hereof;

(D) describing all or any portion of the Mortgaged and Pledged Property which, in the opinion of the signers, has an aggregate fair value not less than the amount stated in clause (C) above.

The term “Funded Property” shall mean:

(1) all Mortgaged and Pledged Property described in the most recent Funded Property Certificate delivered to the Trustee;

(2) all Property Additions to the extent that the same shall have been made the basis of the authentication and delivery of bonds under this Indenture after the date of the most recent Funded Property Certificate delivered to the Trustee;

(3) all Property Additions to the extent that the same shall have been made the basis of the release of property from the Lien of this Indenture after the date of the most recent Funded Property Certificate delivered to the Trustee, subject, however, to the provisions of Section 11.03 hereof;

(4) all Property Additions to the extent that the same shall have been substituted (otherwise than under the release or cash withdrawal provisions hereof) for Funded Property retired after the date of the most recent Funded Property Certificate delivered to the Trustee; and

(5) all Property Additions to the extent that the same shall have been made the basis of the withdrawal of any Funded Cash as hereinafter defined after the date of the most recent Funded Property Certificate delivered to the Trustee, except to the extent that any such Property Additions shall no longer be deemed to be Funded Property in accordance with the provisions of other Sections of this Indenture.

In the event that in any certificate filed with the Trustee in connection with any of the transactions referred to in clauses (2), (3) and (5) of this Section only a part of the Cost or fair value of the Property Additions described in such certificate shall be required for the purposes of such certificate, then such Property Additions shall be deemed to be Funded Property only to the extent so required for the purpose of such certificate.”

The foregoing amendment shall not become effective until the Company shall have delivered a Funded Property Certificate to the Trustee.

Section 2.02. Disposition of Released Property Not Required . The holders of at least a majority in principal amount of the bonds Outstanding under the Indenture having consented to the amendments set forth in Section 5.02 of Article V of the Sixteenth Supplemental Indenture, the Company hereby exercises its right to amend clause (a) of subdivision (2) of Section 11.03 of the Indenture to read as follows:

“(a) that the Company has decided to release from the Lien hereof the property to be released.”

Section 2.03. Releases based on Purchase Money Mortgage Obligations . The holders of at least a majority in principal amount of the bonds Outstanding under the Indenture having consented to the amendments set forth in Section 5.03 of Article V of the Sixteenth Supplemental Indenture, the Company hereby exercises its right to amend Section 11.03 of the Indenture to delete the clause at the end of subdivision (3) beginning with the words “provided, however, that (i) no obligations ....” and ending with the words “... under the 1944 Mortgage” and substituting therefor the following:

“provided, however, that no obligations secured by a purchase money mortgage upon any property being released from the Lien hereof shall be used as a credit in any application for such release unless the Company shall deliver to the Trustee a certificate or opinion of an engineer, appraiser or other expert as to the fair value of such purchase money mortgage obligations to the Company, and provided further, that if the fair value to the Company of such purchase money mortgage obligations and of all other securities (other than bonds authenticated and delivered hereunder) made the basis of any authentication and delivery of bonds hereunder, the withdrawal of any cash constituting part of the trust estate hereunder, or the release of any property or securities from the Lien hereof since the commencement of the then calendar year, as set forth in the certificates or opinions required by this clause, is ten per centum (10%) or more of the aggregate principal amount of the bonds at the time Outstanding under this Indenture, such certificate or opinion shall be made by an independent engineer, appraiser, or other expert; but such a certificate of an independent engineer, appraiser, or other expert shall not be required with respect to any purchase money mortgage obligations so deposited, if the fair value thereof to the Company as set forth in the certificate or opinion required by this clause is less than twenty-five thousand Dollars ($25,000) or less than one per centum (1%) of the aggregate principal amount of bonds at the time Outstanding under this Indenture.”

Section 2.04. Releases based on Retired Bonds . The holders of at least a majority in principal amount of the bonds Outstanding under the Indenture having consented to the amendments set forth in Section 5.04 of Article V of the Sixteenth Supplemental Indenture, the Company hereby exercises its right to amend clause (c) of subdivision (3) of Section 11.03 of the Indenture to read as follows:

“(c) X%, as hereinafter defined, of the principal amount of each bond or fraction of bond to the authentication and delivery of which the Company shall be entitled under the provisions of Section 6.01 hereof, by virtue of compliance with all applicable provisions of Section 6.01 (except as hereinafter in this Section otherwise provided); provided, however, that (except as hereinafter in this Section otherwise provided) the application for such release shall operate as a waiver by the Company of such right to the authentication and delivery of each such bond or fraction thereof on the basis of which right such property is released and to such extent no such bond or fraction thereof may thereafter be authenticated and delivered hereunder, and any Corresponding Retired Bonds, as hereinafter defined, shall be deemed to have been made the basis of the release of such property; for purposes of this clause (c), the following definitions shall apply:

The term “X%” shall mean the reciprocal of the percentage appearing in Section 5.03 of the Indenture at the time that the Corresponding Retired Bond, as hereinafter defined, was originally authenticated and delivered; and

The term “Corresponding Retired Bond” shall mean the bond or fraction of a bond selected by the Company to serve as the basis under the provisions of Section 6.01 of the Indenture for such right to the authentication and delivery of bond(s) or fraction of a bond so waived.”

Section 2.05. Net Earning Certificates Not Required . The holders of at least a majority in principal amount of the bonds Outstanding under the Indenture having consented to the amendment set forth in Section 5.01 of Article V of the Seventeenth Supplemental Indenture, and in Section 5.01 of Article V of the Nineteenth Supplemental Indenture, the Company hereby exercises its right to amend the Indenture to delete all provisions in the Indenture which require a Net Earning Certificate, whether as a condition precedent to the authentication and delivery of bonds or otherwise.

ARTICLE III

THE COMPANY RESERVES THE RIGHT TO AMEND

CERTAIN PROVISIONS OF THE INDENTURE

Section 3.01. Limitation on Bondholder Suits .

The Company reserves the right, without any consent, vote or other action by holders of bonds of any series created after November 30, 2017, to amend Section 12.16 of the Indenture, as heretofore amended and supplemented, to change the word “hereunder” wherever it appears in the first paragraph of Section 12.16 of the Indenture to “under or with respect to this Indenture or the bonds”.

Section 3.02. Excepted Encumbrances . The Company reserves the right, without any consent, vote or other action by holders of any series created after November 30, 2017, to amend the Indenture, as heretofore amended and supplemented, as follows:

To amend Section 1.06 of the Indenture to read substantially as follows:

Section 1.06. The term “Excepted Encumbrances” shall mean as of any particular time any of the following:

(a) liens for taxes, assessments and other governmental charges or requirements which are not delinquent or which are being contested in good faith by appropriate proceedings or of which at least ten (10) Business Days notice has not been given to the general counsel of the Company or to such other Person designated by the Company to receive such notices;

(b) mechanics’, workmen’s, repairmen’s, materialmen’s, warehousemen’s, and carriers’ liens, other liens incident to construction, liens or privileges of any employees of the Company for salary or wages earned, but not yet payable, and other liens, including without limitation liens for worker’s compensation awards, arising in the ordinary course of business for charges or requirements which are not delinquent or which are being contested in good faith and by appropriate proceedings or of which at least ten (10) Business Days notice has not been given to the general counsel of the Company or to such other Person designated by the Company to receive such notices;

(c) liens in respect of attachments, judgments or awards arising out of judicial or administrative proceedings (i) in an amount not exceeding the greater of (A) Ten Million Dollars ($10,000,000) and (B) three percent (3%) of the principal amount of the bonds then Outstanding or (ii) with respect to which the Company shall (X) in good faith be prosecuting an appeal or other proceeding for review and with respect to which the Company shall have secured a stay of execution pending such appeal or other proceeding or (Y) have the right to prosecute an appeal or other proceeding for review or (Z) have not received at least ten (10) Business Days notice given to the general counsel of the Company or to such other Person designated by the Company to receive such notices;

(d) easements, leases, reservations or other rights of others in, on, over and/or across, and laws, regulations and restrictions affecting, and defects, irregularities, exceptions and limitations in title to, the Mortgaged and Pledged Property or any part thereof; provided, however, that such easements, leases, reservations, rights, laws, regulations, restrictions, defects, irregularities, exceptions and limitations do not in the aggregate materially impair the use by the Company of the Mortgaged and Pledged Property considered as a whole for the purposes for which it is held by the Company;

(e) liens, defects, irregularities, exceptions and limitations in (i) title to real property subject to rights-of-way in favor of the Company or otherwise or used or to be used by the Company primarily for right-of-way purposes; (ii) real property held under lease, easement, license or similar right; or (iii) the rights-of-way, leases, easements, licenses or similar rights in favor of the Company; provided, however, that (A) the Company shall have obtained from the apparent owner or owners of such real property a sufficient right, by the terms of the instrument granting such right-of-way, lease, easement, license or similar right, to the use thereof for the purposes for which the Company acquired the same; (B) the Company has power under eminent domain or similar statutes to remove or subordinate such liens, defects, irregularities, exceptions or limitations or (C) such defects, irregularities, exceptions and limitations may be otherwise remedied without undue effort or expense; and defects, irregularities, exceptions and limitations in title to flood lands, flooding rights and/or water rights;

(f) liens securing indebtedness or other obligations neither created, assumed nor guaranteed by the Company nor on account of which it customarily pays interest upon real property or rights in or relating to real property acquired by the Company for the purpose of the transmission or distribution of electric energy, gas or water, for the purpose of telephonic,

telegraphic, radio, wireless or other electronic communication or otherwise for the purpose of obtaining rights-of-way;

(g) leases existing on [July 1, 2016] affecting properties owned by the Company at said date and renewals and extensions thereof; and leases affecting such properties entered into after such date or affecting properties acquired by the Company after such date which, in either case, (i) have respective terms of not more than ten (10) years (including extensions or renewals at the option of the tenant) or (ii) do not materially impair the use by the Company of such properties for the respective purposes for which they are held by the Company;

(h) liens vested in lessors, licensors, franchisors or permitters for rent or other amounts to become due or for other obligations or acts to be performed, the payment of which rent or the performance of which other obligations or acts is required under leases, subleases, licenses, franchises or permits, so long as the payment of such rent or other amounts or the performance of such other obligations or acts is not delinquent or is being contested in good faith and by appropriate proceedings;

(i) controls, restrictions, obligations, duties and/or other burdens imposed by federal, state, municipal or other law, or by rules, regulations or orders of Governmental Authorities, upon the Mortgaged and Pledged Property or any part thereof or the operation or use thereof or upon the Company with respect to the Mortgaged and Pledged Property or any part thereof or the operation or use thereof or with respect to any franchise, grant, license, permit or public purpose requirement, or any rights reserved to or otherwise vested in Governmental Authorities to impose any such controls, restrictions, obligations, duties and/or other burdens;

(j) rights which Governmental Authorities may have by virtue of franchises, grants, licenses, permits or contracts, or by virtue of law, to purchase, recapture or designate a purchaser of or order the sale of the Mortgaged and Pledged Property or any part thereof, to terminate franchises, grants, licenses, permits, contracts or other rights or to regulate the property and business of the Company; and any and all obligations of the Company correlative to any such rights;

(k) liens required by law or governmental regulations (i) as a condition to the transaction of any business or the exercise of any privilege or license, (ii) to enable the Company to maintain self-insurance or to participate in any funds established to cover any insurance risks, (iii) in connection with workmen’s compensation, unemployment insurance, social security, any pension or welfare benefit plan or (iv) to share in the privileges or benefits required for companies participating in one or more of the arrangements described in clauses (ii) and (iii) above;

(l) liens on the Mortgaged and Pledged Property or any part thereof which are granted by the Company to secure duties or public or statutory obligations or to secure, or serve in lieu of, surety, stay or appeal bonds;

(m) rights reserved to or vested in others to take or receive any part of any coal, ore, gas, oil and other minerals, any timber and/or any electric capacity or energy, gas, water, steam and any other products, developed, produced, manufactured, generated, purchased or otherwise acquired by the Company or by others on property of the Company;

(n) (i) rights and interests of Persons other than the Company arising out of contracts, agreements and other instruments to which the Company is a party and which relate to

the common ownership or joint use of property; and (ii) all liens on the interests of Persons other than the Company in property owned in common by such Persons and the Company if and to the extent that the enforcement of such liens would not adversely affect the interests of the Company in such property in any material respect;

(o) any restrictions on assignment and/or requirements of any assignee to qualify as a permitted assignee and/or public utility or public service corporation;

(p) any liens which have been bonded for the full amount in dispute or for the payment of which other adequate security arrangements have been made;

(q) any controls, liens, restrictions, regulations, easements, exceptions or reservations of any public authority or unit applying particularly to any form of space satellites (including but not limited to solar power satellites), space stations and other analogous facilities whether or not in the earth’s atmosphere;

(r) rights and interests granted pursuant to Section 11.02;

(s) any lien of the Trustee granted pursuant to Section 16.09; and

(t) Prepaid Liens.

To add the following definitions to Section 1.02 of the Indenture:

The term “Business Day,” when used with respect to the place or places at which principal of and premium, if any, and interest, if any, on the bonds are payable or any other particular location specified in the bonds or this Indenture, shall mean any day, other than a Saturday or Sunday, that is not a day on which banking institutions or trust companies in such place of payment or other location are generally authorized or required by law, regulation or executive order to remain closed, except as may be otherwise specified in the bonds or in a supplemental indenture creating such bonds.

The term “Governmental Authority” shall mean the government of the United States or of any State or Territory thereof or of the District of Columbia or of any county, municipality or other political subdivision of any thereof, or any department, agency, authority or other instrumentality of any of the foregoing.

To add the following definitions to Section 1.03 of the Indenture:

The term “Person” shall mean any individual, Corporation, joint venture, trust or unincorporated organization or any Governmental Authority.

The term “Prepaid Liens” means any lien securing indebtedness for the payment of which money in the necessary amount shall have been irrevocably deposited in trust with the trustee or other holder of such lien; provided, however, that if such indebtedness is to be redeemed or otherwise prepaid prior to the stated maturity thereof, any notice requisite to such redemption or prepayment shall have been given in accordance with the mortgage or other instrument creating such lien or irrevocable instructions to give such notice shall have been given to such trustee or other holder.

Section 3.03. Priority Opinions . The Company reserves the right, without any consent, vote or other action by holders of bonds of any series created after November 30, 2017, to amend the Indenture, as heretofore amended and supplemented, as follows:

To restate subdivision (7) of Section 5.05 of the Indenture to read substantially as follows:

(7) either an Opinion of Counsel or an Officer’s Certificate complying with the requirements of Section 19.05 hereof and stating the signer’s opinion to the effect that:

(a) (except as to paving, grading and other improvements to, under or upon public highways, bridges, parks or other public property of analogous character) this Indenture constitutes, or, upon the delivery of, and/or the filing and/or recording in the proper places and manner of, the instruments of conveyance, assignment or transfer, if any, specified in said opinion or certificate, will constitute, a lien on all the Property Additions to be made the basis of such application, subject to no lien thereon prior or equal to the Lien of this Indenture except Excepted Encumbrances and any other liens of which the signer of said opinion or certificate has no actual knowledge and which do not appear on a specified lien search report received by said signer not more than five (5) Business Days prior to the date of said opinion or certificate; and

(b) the Company has corporate authority to operate such Property Additions; and

To add the following definition to Section 1.03 of the Indenture:

“Officer’s Certificate” means a certificate signed by the Chairman of the Board of Directors, the Vice Chairman, the President, any Vice President, the Treasurer, any Assistant Treasurer, or any other officer, manager or agent of the Company duly authorized pursuant to a resolution of the Board of Directors to act in respect of matters relating to this Indenture.

Section 3.04. Dispositions, etc. without Release or Consent of Trustee . The Company reserves the right, without any consent, vote or other action by holders of bonds of any series created after November 30, 2017, to amend the Indenture, as heretofore amended and supplemented, as follows:

To amend Section 11.02 of the Indenture to read substantially as follows:

Section 11.02. Unless one of more of the Defaults defined in Section 12.01 hereof shall have occurred and be continuing, the Company may at any time and from time to time, without any release or consent by, or report to, the Trustee:

(1) sell or otherwise dispose of, free from the lien of this Indenture, any machinery, equipment, apparatus, towers, transformers, poles, lines, cables, conduits, ducts, conductors, meters, regulators, holders, tanks, retorts, purifiers, odorizers, scrubbers, compressors, valves, pumps, mains, pipes, service pipes, fittings, connections, services, tools, implements, or any other fixtures or personalty, then subject to the lien hereof, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operations of the Company upon replacing the same by, or substituting for the same, similar or analogous property, or other property performing a similar or analogous function or otherwise obviating the need therefor, having a fair value to the Company at least equal to that of the property sold or otherwise disposed of and subject to

the lien hereof, subject to no liens prior hereto except Excepted Encumbrances and any other liens to which the property sold or otherwise disposed of was subject;

(2) cancel or make changes or alterations in or substitutions for any and all easements, servitudes, rights-of-way and similar rights and/or interests;

(3) grant, free from the lien of this Indenture, easements, ground leases or rights-of-way in, upon, over and/or across the property or rights-of-way of the Company for the purpose of roads, pipe lines, transmission lines, distribution lines, communication lines, railways, removal or transportation of coal, lignite, gas, oil 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; provided, however, that such grant shall not materially impair the use of the property or rights-of-way for the purposes for which such property or rights-of-way are held by the Company;

(4) terminate, abandon, surrender, cancel, release, modify or dispose of any franchises, licenses or permits that are Mortgaged and Pledged Property; provided that such action is, in the opinion of the Company, necessary, desirable or advisable in the conduct of the business of the Company, and; provided further that any franchises, licenses or permits that become Mortgaged and Pledged Property by the operation of granting clauses and thereafter, in the opinion of the Company, cease to be necessary for the operation of the Mortgaged and Pledged Property shall automatically cease to be subject to the lien of this Indenture, without any release or consent, or report to, the Trustee or either of them; and

(5) rearrange any of its street car tracks and switches or reduce or permanently discontinue the operation of or remove or abandon any of its street or interurban railway lines or street or interurban transportation lines, if, in the judgment of the Board of Directors of the Company, any such action which affects the Mortgaged and Pledged Property is necessary or desirable in the conduct of the business of the Company or if the Company is ordered so to do by a regulatory authority having jurisdiction in the premises.

Section 3.05. Release of Unfunded Property . The Company reserves the right, without any consent, vote or other action by holders of bonds of any series created after November 30, 2017, to amend the Indenture, as heretofore amended and supplemented, as follows:

To amend clause (b) of subdivision (II)(1) of Section 11.04 of the Indenture to read substantially as follows:

(b) that the Company has decided to release from the Lien hereof the property to be released.

Section 3.06. Statutory Mergers . The Company reserves the right, without any consent, vote or other action by holders of bonds of any series created after November 30, 2017, to amend the Indenture, as heretofore amended and supplemented, as follows:

To amend Article XV of the Indenture to add a new section reading substantially as follows:

A statutory merger pursuant to which the assets and liabilities of the Company are allocated to one or more entities shall not be considered to be a merger subject to the provisions of this Article XV unless all of the assets and liabilities of the Company are allocated to an entity other than the Company and the Company does not survive such statutory merger. In all other cases of a statutory merger pursuant to which any Mortgaged and Pledged Property is allocated to one or more entities other than the Company, each allocation of any Mortgaged and Pledged Property to an entity other than the Company shall be deemed, for all purposes of this Indenture, to be a transfer of such Mortgaged and Pledged Property to such entity and not a merger.

Section 3.07. Transfer of Less than Substantially All . The Company reserves the right, without any consent, vote or other action by holders of bonds of any series created after November 30, 2017, to amend the Indenture, as heretofore amended and supplemented, as follows:

To amend Article XV of the Indenture to add a new section reading substantially as follows:

A conveyance, transfer or lease by the Company of any part of the Mortgaged and Pledged Property shall not be deemed to constitute the conveyance, transfer or lease as, or substantially as, an entirety of the Mortgaged and Pledged Property for purposes of this Indenture if the fair value of the Mortgaged and Pledged Property retained by the Company exceeds 143% of the aggregate principal amount of all Outstanding bonds issued under this Indenture and any other outstanding debt of the Company secured by a purchase money lien that ranks equally with, or senior to, such bonds with respect to such Mortgaged and Pledged Property. Such fair value shall be established by the delivery to the Trustee of an Independent Engineer’s Certificate stating the Independent Engineer’s opinion of such fair value as of a date not more than 90 days before or after such conveyance, transfer or lease. Article XV of this Indenture is not intended to limit the Company’s conveyances, transfers or leases of less than substantially the entirety of the Mortgaged and Pledged Property.

Section 3.08. Merger into Company; Extent of Lien of the Indenture . The Company reserves the right, without any consent, vote or other action by holders of bonds of any series created after November 30, 2017, to amend the Indenture, as heretofore amended and supplemented, as follows:

To amend Article XV of the Indenture to add a new section reading substantially as follows:

In the case of a consolidation or merger after the consummation of which the Company would be the surviving or resulting entity, unless an indenture supplemental hereto shall otherwise provide, this Indenture shall not become or be, or be required to become or be, a lien upon any of the properties acquired by the Company in or as a result of such transaction or any improvements, extensions or additions to such properties or any renewals, replacements or substitutions of or for any part or parts thereof.

Section 3.09. Trustee Replacement . The Company reserves the right, without any consent, vote or other action by holders of bonds of any series created after November 30, 2017, to amend the Indenture, as heretofore amended and supplemented, as follows:

To amend Section 16.19 of the Indenture to add a new paragraph at the end reading substantially as follows:

So long as no event which is, or after notice or lapse of time, or both, would become, a Default shall have occurred and be continuing, and except with respect to a Trustee appointed by the bondholders as provided in Section 16.15 hereof, if the Company shall have delivered to the Trustee (i) resolutions of the Board of Directors appointing a successor Trustee, effective as of a date specified therein (which shall be at least 30 days after the date of the delivery

of such resolutions to the Trustee), and (ii) an instrument of acceptance of such appointment, effective as of such date, by such successor Trustee in accordance with Section 16.17 hereof, the Trustee shall be deemed to have resigned as contemplated in Section 16.14 hereof, the successor Trustee shall be deemed to have been appointed by the Company pursuant to Section 16.15 hereof and such appointment shall be deemed to have been accepted as contemplated in Section 16.17 hereof, all as of such date, and all other provisions of Sections 16.14, 16.15 and 16.17 hereof shall be applicable to such resignation, appointment and acceptance except to the extent inconsistent with this paragraph.

Section 3.10. Concerning the Trustee . Notwithstanding the foregoing, in no event shall the Trustee be required to sign any amendment or supplemental indenture to give effect to any amendment contemplated under this Article III if such amendment or supplemental indenture, in the opinion of the Trustee, adversely affects the rights, duties, protections, indemnities, privileges, liabilities or immunities of the Trustee under the Indenture.

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.01 Acceptance of Trusts . The Trustee hereby accepts the trusts herein declared, provided, created or supplemented and agrees to perform the same upon the terms and conditions herein and in the Original Indenture, as heretofore supplemented, set forth and upon the following terms and conditions:

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Twenty-first Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are solely made by the Company. In general, each and every term and condition contained in Article XVI of the Original Indenture shall apply to and form part of this Twenty-first Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Twenty-first Supplemental Indenture.

Section 4.02 Effect of Twenty-first Supplemental Indenture under Louisiana Law . It is the intention and it is hereby agreed that so far as concerns that portion of the Mortgaged and Pledged Property situated within the State of Louisiana, the general language of conveyance contained in this Twenty-first Supplemental Indenture is intended and shall be construed as words of hypothecation and not of conveyance, and that so far as the said Louisiana property is concerned, this Twenty-first Supplemental Indenture shall be considered as an act of mortgage and pledge and granting of a security interest under the laws of the State of Louisiana, and the Trustee herein named is named as mortgagee and pledgee and secured party in trust for the benefit of itself and of all present and future holders of bonds issued under the Indenture and any coupons thereto issued hereunder, and is irrevocably appointed special agent and representative of the holders of such bonds and coupons and vested with full power in their behalf to effect and enforce the mortgage and pledge and a security interest hereby constituted for their benefit, or otherwise to act as herein provided for.

Section 4.03 Titles . The titles of the several Articles and Sections of this Twenty-first Supplemental Indenture shall not be deemed to be any part hereof.

Section 4.04 Counterparts . This Twenty-first Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 4.05 Governing Law . The laws of the State of New York shall govern this Twenty-first Supplemental Indenture, except to the extent that the validity or perfection of the Lien of the Indenture, or remedies thereunder, are governed by the laws of a jurisdiction other than the State of New York.

ARTICLE V

SPECIFIC DESCRIPTION OF PROPERTY

PARAGRAPH ONE

The Electric Generating Plants, Plant Sites and Stations of the Original Company, including all electric works, power houses, buildings, pipelines and structures owned by the Original Company and all land of the Original Company on which the same are situated and all of the Original Company’s lands, together with the buildings and improvements thereon, and all rights, ways, servitudes, prescriptions, and easements, rights-of-way, permits, privileges, licenses, poles, wires, machinery, implements, switchyards, electric lines, equipment and appurtenances, forming a part of said plants, sites or stations, or any of them, or used or enjoyed, or capable of being used or enjoyed in conjunction with any of said power plants, sites, stations, lands and property.

PARAGRAPH TWO

The Electric Substations, Switching Stations, Microwave installations and UHF-VHF installations of the Original Company, and the Sites therefor, including all buildings, structures, towers, poles, all equipment, appliances and devices for transforming, converting, switching, transmitting and distributing electric energy, and for communications, and the lands of the Original Company on which the same are situated, and all of the Original Company’s lands, rights, ways, servitudes, prescriptions, easements, rights-of-way, machinery, equipment, appliances, devices, licenses and appurtenances forming a part of said substations, switching stations, microwave installations or UHF-VHF installations, or any of them, or used or enjoyed or capable of being used or enjoyed in conjunction with any of them.

PARAGRAPH THREE

All and singular the Miscellaneous Lands and Real Estate or Rights and Interests therein of the Original Company, and buildings and improvements thereon, now owned, or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired during the existence of this trust.

PARAGRAPH FOUR

The Electric Transmission Lines of the Original Company, including the structures, towers, poles, wires, cables, switch racks, conductors, transformers, insulators, pipes, conduits, electric submarine cables, and all appliances, devices and equipment used or useful in connection with said transmission lines and systems, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under or upon any public streets or highways or other lands, public or private.

PARAGRAPH FIVE

The Electric Distribution Lines and Systems of the Original Company, including the structures, towers, poles, wires, insulators and appurtenances, appliances, conductors, conduits, cables, transformers, meters, regulator stations and regulators, accessories, devices and equipment and all of the Original Company's other property, real, personal or mixed, forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distribution lines and systems, together with all of the Original Company’s rights-of-way, easements, permits, prescriptions, privileges, municipal or other franchises, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under, or upon any public streets or highways or other lands or property, public or private.

PARAGRAPH SIX

The Gas Distributing Systems of the Original Company, whether now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired, including gas regulator stations, gas main crossings, odorizing equipment, gas metering stations, shops, service buildings, office buildings, expansion tanks, conduits, gas mains and pipes, mechanical storage sheds, boilers, service pipes, fittings, city gates, pipelines, booster stations, reducer stations, valves, valve platforms, connections, meters and all appurtenances, appliances, devices and equipment and all the Original Company's other property, real, personal or mixed forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distributing systems, or any of them, together with all of the Original Company’s rights-of-way, easements, prescriptions, servitudes, privileges, immunities, permits and franchises, licenses, consents and rights for or relating to the construction, maintenance or operation thereof, in, on, through, across or under any public streets or highways or other lands or property, public or private.

PARAGRAPH SEVEN

All of the franchises, privileges, permits, grants and consents for the construction, operation and maintenance of electric and gas systems in, on and under streets, alleys, highways, roads, public grounds and rights-of-way and all rights incident thereto which were granted to the Original Company or its predecessors by the governing and regulatory bodies of the City of New Orleans, State of Louisiana.

Also all other franchises, privileges, permits, grants and consents owned by the Original Company for the construction, operation and maintenance of electric and gas systems in, on or under the streets, alleys, highways, roads, and public grounds, areas and rights-of-way and/or for the supply and sale of electricity or natural gas and all rights incident thereto, subject, however, to the provisions of Section 15.03 of the Original Indenture.

IN WITNESS WHEREOF, ENTERGY NEW ORLEANS POWER, LLC has caused its company name to be hereunto affixed, and this instrument to be signed and sealed by its President, one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers, and its company seal to be attested by its Secretary or one of its Assistant Secretaries for and on its behalf, and THE BANK OF NEW YORK MELLON has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be attested by one of its Vice Presidents, Assistant Vice Presidents, Assistant Treasurers or Assistant Secretaries for and on its behalf, all as of the day and year first above written.

ENTERGY NEW ORLEANS POWER, LLC

By: /s/ Stacey M. Lousteau

Name: Stacey M. Lousteau

Title: Assistant Treasurer

Attest:

By: /s/ Dawn A. Balash

Name: Dawn A. Balash

Title: Assistant Secretary

Executed, sealed and delivered by

ENTERGY NEW ORLEANS POWER, LLC

in the presence of:

By: /s/ Leah W. Dawsey

Name: Leah W. Dawsey

By: /s/ Shannon K. Ryerson

Name: Shannon K. Ryerson

THE BANK OF NEW YORK MELLON

As Trustee

By: /s/ Laurence J. O’Brien

Name: Laurence J. O’Brien

Title: Vice President

Attest:

By: /s/ David O’Brien

Name: David O’Brien

Title: Vice President

Executed, sealed and delivered by

THE BANK OF NEW YORK MELLON

in the presence of:

By: /s/ Marcela Alvarez

Name: Marcela Alvarez

By: /s/ Filippo Triolo

Name: Filippo Triolo

STATE OF LOUISIANA )

) SS.:

PARISH OF ORLEANS )

On this ---9th day of November, 2017, before me appeared STACEY M. LOUSTEAU, to me personally known, who, being duly sworn, did say that she is an Assistant Treasurer of ENTERGY NEW ORLEANS POWER, LLC, and that the seal affixed to said instrument is the company seal of said company, and that the foregoing instrument was signed and sealed in behalf of said company by authority of its Board of Directors, and said STACEY M. LOUSTEAU acknowledged said instrument to be the free act and deed of said company and that she signed, executed and delivered the said instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 9th day of November, 2017, before me personally came STACEY M. LOUSTEAU, to me known, who, being by me duly sworn, did depose and say that she resides at 1013 Pasadena Avenue, Metairie, Louisiana 70001; that she is an Assistant Treasurer of ENTERGY NEW ORLEANS POWER, LLC, one of the parties described in and which executed the above instrument; that she knows the seal of said company, that the seal affixed to said instrument is such company seal; that it was so affixed by order of the Board of Directors of said company, and that she signed her name thereto by like order.

/s/ Jennifer B. Favalora

Notary Public

Jennifer B. Favalora

Louisiana Notary ID No. 57639

Commission expires upon my death

STATE OF NEW JERSEY )

) ss.:

COUNTY OF PASSAIC )

On this 21st day of November, 2017, before me appeared Laurence J. O’Brien, to me personally known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did say that he is a Vice President of THE BANK OF NEW YORK MELLON, and that the seal affixed to the above instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Laurence J. O’Brien acknowledged said instrument to be the free act and deed of said corporation and that he signed, executed and delivered the said instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 21st day of November, 2017, before me personally came David O’Brien, to me known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did depose and say that he resides in Montclair, New Jersey; that he is a Vice President of THE BANK OF NEW YORK MELLON, one of the parties described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal, that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

/s/ Rick J. Fierro

Notary Public

State of New Jersey

My Commission Expires

Nov. 24, 2019

Exhibit 4.2

BORROWER ASSUMPTION AGREEMENT

This Borrower Assumption Agreement (this “ Borrower Assumption Agreement ”) is dated as of November 30, 2017 and is entered into by and among ENTERGY NEW ORLEANS, INC., a Texas corporation (the “ Predecessor ”), and Entergy NEW ORLEANS Power, LLC, a Texas limited liability company (the “ Successor ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement, dated as of August 14, 2015, as amended by the Amendment dated as of June 30, 2016, and as further amended by the Amendment dated as of September 26, 2017 (as further amended, restated, amended and restated, supplemented or otherwise modified, the “ Credit Agreement ”), among Entergy New Orleans, Inc., the Lenders and LC Issuing Banks parties thereto and Bank of America, N.A., as the Administrative Agent.

Assumption . The Predecessor hereby confirms that, in a merger in accordance with the Texas Business Organizations Code, it irrevocably allocated to the Successor, and the Successor hereby confirms that, in a merger in accordance with the Texas Business Organizations Code, it irrevocably accepted such allocation and assumed from such Predecessor, subject to and in accordance with Section 2.19 of the Credit Agreement, as of the date of this Borrower Assumption Agreement, (i) all of such Predecessor’s rights and obligations in its capacity as the Borrower under the Credit Agreement and each other Loan Document (including, without limitation, those obligations under the Loan Documents arising from events that occurred before the date of this Borrower Assumption Agreement and those obligations that expressly survive the repayment of all amounts under the Loan Documents or termination of the Commitments) and (ii) to the extent permitted to be allocated under applicable law, all claims, suits, causes of action, and any other right of the Predecessor (in its capacity as a Borrower) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims, and all other claims at law or in equity related to the rights and obligations allocated pursuant to clause (i) above (the rights and obligations allocated by the Predecessor to the Successor pursuant to clauses (i) and (ii) above being referred to herein collectively as the “ Allocated Interest ”). The allocation is without recourse to the Predecessor and without representation or warranty by the Predecessor. The Successor hereby agrees to become the Borrower under the Credit Agreement and shall have all of the obligations of the Borrower thereunder as if it had executed the Credit Agreement. Without limiting the generality of the foregoing, the Successor hereby assumes and agrees punctually to pay, perform and discharge when due all of the Advances constituting a part of the Allocated Interest and the related obligations under the Loan Documents and each agreement made or to be performed by the Borrower under the Loan Documents.

Name Change. The Successor confirms that, as part of the Internal Restructuring, it will effect a name change through the filing of appropriate documents with the Secretary of State of Texas to be known as “Entergy New Orleans, LLC.” Promptly upon receipt of the documents or filings evidencing such name change, the Successor agrees that it shall send copies of such documents or filings to the Administrative Agent.


3.	Further Assurances . The Successor agrees to take, and, to the extent legally possible, cause the other parties to the Internal Restructuring to take, such actions and furnish all such information, in each case, from time to time reasonably requested by the Administrative Agent (or any LC Issuing Bank or any Lender through the Administrative Agent) in order to effect the purposes of this Borrower

Assumption Agreement, including furnishing the Administrative Agent with such certifications, financial, or other information, approvals, and documents as required by applicable law or any LC Issuing Bank’s or Lender’s internal processes.


4.	Release of Certain Obligations . Upon the effectiveness of the New Borrower Transaction, the Predecessor shall no longer be the Borrower under the Credit Agreement or any other Loan Document, nor shall it have any rights or obligations as the Borrower thereunder, and the Predecessor shall be released from any and all obligations under the Loan Documents.


5.	Ratification . The Successor confirms that it has received a copy of the Credit Agreement and the other applicable Loan Documents. The Successor hereby ratifies and agrees to be bound by all of the terms and conditions contained in the Credit Agreement and the other applicable Loan Documents.

General Provisions . This Borrower Assumption Agreement shall constitute a Loan Document. This Borrower Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Borrower Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Borrower Assumption Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Borrower Assumption Agreement. This Borrower Assumption Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

[Signature pages follow]

The terms set forth in this Borrower Assumption Agreement are hereby agreed to:

PREDECESSOR

ENTERGY NEW ORLEANS, INC.


By:	/s/ Stacey M. Lousteau

Name: Stacey M. Lousteau

Title: Assistant Treasurer

SUCCESSOR

Entergy NEW ORLEANS Power, LLC


By:	/s/ Stacey M. Lousteau

Name: Stacey M. Lousteau

Title: Assistant Treasurer