ENTERGY ARKANSAS INC (Form: 8-K12B, Received: 12/03/2018 13:52:20)

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, 2018



Commission File Number	Registrant, State of Incorporation, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No.
1-10764	ENTERGY ARKANSAS, LLC, a Texas limited liability company, as successor to Entergy Utility Property, Inc. (formerly known as Entergy Arkansas, Inc.) 425 West Capitol Avenue Little Rock, Arkansas 72201 Telephone (501) 377-4000 83-1918668 Former name and address: ENTERGY UTILITY PROPERTY, INC. (formerly known as Entergy Arkansas, Inc.), a Texas corporation, 425 West Capitol Avenue Little Rock, Arkansas 72201 Telephone (501) 377-4000 71-0005900

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, 2018, Entergy Arkansas, Inc. (EAI) undertook a restructuring which resulted in the transfer of substantially all of the assets and operations of EAI 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), EAI allocated substantially all of its assets to a new subsidiary, Entergy Arkansas Power, LLC, a Texas limited liability company (EAL), and EAL assumed substantially all of the liabilities of EAI, in a transaction regarded as a merger under the TXBOC. EAI remained in existence. Thereafter, effective as of December 1, 2018, EAI changed its name from “Entergy Arkansas, Inc.” to “Entergy Utility Property, Inc.” and EAL changed its name from “Entergy Arkansas Power, LLC” to “Entergy Arkansas, LLC.”

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

This Current Report on Form 8-K is being filed for the purpose of establishing EAL as the successor issuer to EAI 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 EAI and EAL relating to the Internal Restructuring. Pursuant to Rule 12g-3(a) under the Exchange Act, the series of outstanding debt securities that EAI had registered under Section 12(b) of the Exchange Act and listed on the New York Stock Exchange (NYSE) are deemed registered by EAL under Section 12(b) of the Exchange Act and EAL 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 EAL are the same persons, and hold the same positions, as had been the case at EAI and are listed below:

Directors

Laura R. Landreaux

Paul D. Hinnenkamp

Andrew S. Marsh

Roderick K. West

Officers

A. Christopher Bakken, III

Marcus V. Brown

Leo P. Denault

Paul D. Hinnenkamp

Laura R. Landreaux

Andrew S. Marsh

Alyson M. Mount

Donald W. Vinci

Roderick K. West

Ms. Landreaux was appointed President and Chief Executive Officer of EAI on July 1, 2018, having previously served as Vice President of Regulatory Affairs and finance director of EAI. Information concerning each other such director and officer is included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 of EAI.

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

On December 1, 2018, EAI amended and restated its Certificate of Formation and Bylaws to change its name to “Entergy Utility Property, Inc.” Such amendments and restatements are included in this filing as Exhibits 3.1 and 3.2, respectively.

EAL is governed by the Certificate of Formation and Company Agreement of Entergy Arkansas Power, LLC, each dated as of September 13, 2018, as amended and restated December 1, 2018 to change its name from “Entergy Arkansas Power, LLC” to “Entergy Arkansas, LLC”. Copies of each of the Amended and Restated Certificate of Formation and the Amended and Restated Company Agreement of EAL reflecting the December 1, 2018 amendments and restatements thereto are included in this filing as Exhibits 3.3 and 3.4, respectively.

Item 8.01. Other Events .

In November 2018, in contemplation of the Internal Restructuring, EAI redeemed its outstanding preferred stock and converted from an Arkansas corporation to a Texas corporation.

On November 30, 2018, the Internal Restructuring was completed.

In order to effectuate the Internal Restructuring, under the TXBOC, EAI allocated substantially all of its assets to a new subsidiary, EAL, a Texas limited liability company, and EAL assumed substantially all of the

liabilities of EAI, in a transaction regarded as a merger under the TXBOC. EAI remained in existence after completion of the merger and contributed the membership interests in EAL to an affiliate, Entergy Utility Holding Company, LLC, all of the common membership interests of which are owned directly or indirectly by Entergy Corporation. Thereafter, on December 1, 2018, EAI changed its name from “Entergy Arkansas, Inc.” to “Entergy Utility Property, Inc.” and EAL changed its name from “Entergy Arkansas Power, LLC” to “Entergy Arkansas, LLC.”

With the completion of the Internal Restructuring, EAL holds substantially all of the assets, and has assumed substantially all of the liabilities, of EAI, including the obligations of EAI with respect to the Mortgage and Deed of Trust, dated as of October 1, 1944, as amended and supplemented, and the outstanding First Mortgage Bonds issued thereunder.

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

All of the exhibits filed by EAI with the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and Quarterly Reports on Form 10-Q for the interim periods during the fiscal year ended December 31, 2018, which reports were filed on a combined basis by EAI 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 EAL has assumed in the Internal Restructuring, are considered to be exhibits applicable to EAL as successor to EAI, except to the extent such exhibits are superseded.

On December 3, 2018, EAI notified the NYSE of the completion of the Internal Restructuring. As a result of the succession of EAL to the obligations, including all securities, of EAI, the NYSE has informed EAI that it will file with the Securities and Exchange Commission (SEC) a notification on Form 25 to remove the three series of EAI debt securities (First Mortgage Bonds, 4.90% Series due December 2052, First Mortgage Bonds, 4.75% Series due June 2063 and First Mortgage Bonds, 4.875% Series due September 2066) that had been listed on the NYSE from listing by EAI 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 EAL as successor to EAI and to be registered with the SEC under Section 12(b) of the Exchange Act.

In addition, EAI 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. EAL is subject to the reporting and other applicable requirements of the Exchange Act as successor to EAI.

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 Arkansas, Inc. and Entergy Arkansas Power, LLC
3.1	Amended and Restated Certificate of Formation of Entergy Arkansas, Inc. to change the company name to Entergy Utility Property, Inc.
3.2	Amended and Restated Bylaws of Entergy Utility Property, Inc. formerly known as Entergy Arkansas, Inc.
3.3	Amended and Restated Certificate of Formation of Entergy Arkansas, LLC
3.4	Amended and Restated Company Agreement of Entergy Arkansas, LLC
4.1	Eighty-first Supplemental Indenture of Entergy Arkansas Power, LLC under the Mortgage and Deed of Trust, dated as of October 1, 1944, as amended, of Entergy Arkansas, Inc. to Deutsche Bank Trust Company Americas, as trustee, and (as to property, real or person, situated or being in Missouri) The Bank of New York Mellon Trust Company, National Association, as co-trustee
4.2	Borrower Assumption Agreement, dated as of November 30, 2018, of Entergy Arkansas Power, LLC under the Second Amended and Restated Credit Agreement, dated as of September 14, 2018, among Entergy Arkansas, Inc., as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as LC Issuing Bank, and the other LC Issuing Banks from time to time parties thereto

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 Arkansas, LLC
	Entergy Utility Property, Inc.


Date: December 3, 2018	By:	/s/ Marcus V. Brown
	Name: Marcus V. Brown Title: Executive Vice President and General Counsel

Exhibit 2.1

PLAN OF MERGER OF

ENTERGY ARKANSAS, INC. AND

ENTERGY ARKANSAS POWER, LLC

This Plan of Merger (this “ Plan ”) is entered into on November 26, 2018 by and between Entergy Arkansas, Inc., a Texas corporation (“ EAI ”), and Entergy Arkansas Power, LLC, a Texas limited liability company (“ EAP ”), 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 Arkansas, Inc.	Corporation	Texas
Entergy Arkansas 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 Arkansas, Inc.	Corporation	Texas
Entergy Arkansas Power, LLC	Limited Liability Company	Texas


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


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 EAI in the entities listed on Schedule B , real estate and other property (tangible and intangible, movable and immovable), owned, held, leased, and claimed by EAI immediately prior to the Effective Time, whether located within the State of Arkansas or outside the State of Arkansas, shall be allocated to and vested in EAP, except that the following shall be retained by EAI (the “ EAI Retained Assets ”):


i.	all Units of Common Membership Interest (as that term is defined in the Company Agreement of EAP, dated September 13, 2018 (the “ EAP Company Agreement ”) of EAP held by EAI immediately prior to the Effective Time (the “ EAP Units ”);


ii.	all units of Class D Preferred Membership Interests of Entergy Holding Company, LLC, a Delaware limited liability company (“ EHCL ”) by EAI immediately prior to

the Effective Time (the “ EHCL Interests ”);


iii.	that certain Contribution Agreement, dated November 26, 2018, between Entergy Mississippi, Inc., EAI and Entergy Utility Holding Company, LLC, a Texas limited liability company (“ EUHC ”), (the “ Contribution Agreement ”) pursuant to which EAI is obligated to contribute the EAP Units and the EHCL Interests to EUHC following the Merger;


iv.	3,396 units of membership interests of EUP Holdings, LLC, an Arkansas limited liability company (formerly known as Arkansas Power & Light Company, LLC);


v.	70 shares of common stock, no par value, of System Fuels, Inc., a Louisiana corporation; and


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

All Liabilities (as hereinafter defined) of EAI, including, without limitation, all Liabilities of EAI for Decommissioning (as hereinafter defined) and to store, maintain and dispose of nuclear material located at, in or under the Site (as hereinafter defined), immediately prior to the Effective Time shall be allocated to and vested in EAP (the “ EAP Assumed Liabilities ”), except that the following shall be retained by EAI (collectively, the “ EAI Retained Liabilities ”):


i.	The Liabilities that are specifically related to the EAI Retained Assets; and


ii.	The Liabilities for any fees and franchise taxes required by law to be paid by EAI 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 EAP as of the Effective Time, owned, held, leased, and claimed by EAP immediately prior to the Effective Time, whether located within the State of Arkansas or outside the State of Arkansas, shall be retained by and vested in EAP; and


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

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

For purposes of this Plan, (a) “ Decommission ” or “ Decommissioning ” means to completely retire and remove Arkansas Nuclear One Units 1 and 2 (the “ Facilities ”) from service and to restore the real property on which the Facilities are located (the “ Site ”), as well as any planning and administrative activities incidental thereto, (b) “ 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 (c) “ 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 EAI and EAP.

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 EAI 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 EAI and EAP 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 EAI or EAP 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 EAI and EAP 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 EAI shall continue to be the shareholder of EAI with the same ownership rights and interests as it had in EAI immediately prior to the Merger. In addition, following the Merger and implementation of this Plan, the member of EAP shall continue to be the member of EAP with the same ownership rights and interests as it had in EAP 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 EAI dated as of November 19, 2018) of EAI and those persons identified as Directors on Exhibit B shall be the Directors (as that term is defined in the EAP Company Agreement) of EAP 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 EAI and those persons identified as officers on Exhibit B shall be the officers of EAP 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 TBOC, EAP and EAI 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, EAP shall be the primary obligor for the EAP Assumed Liabilities under this Plan. To the extent not released, EAI shall have continuing liability on the EAP Assumed Liabilities to the extent provided by law, provided that, as between EAI and EAP, EAI shall have all rights of a surety against EAP as primary obligor for all payments made and costs incurred by EAI in respect of the EAP Assumed Liabilities. EAP shall indemnify, defend, save, and hold harmless EAI from and against, and shall reimburse EAI for any payments made and costs incurred by EAI, in respect of, the EAP 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 TBOC prior to the Effective Time.


13.	EAI 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 Certificate of Merger, as so amended, modified, or supplemented, shall be the Plan and 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 EAI or member of EAP, 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.	EAI and EAP 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 EAI and EAP that the assets and other property (tangible and intangible, movable and immovable) and the obligations allocated to and vested in EAP pursuant to this Plan include all rights, privileges, powers and franchises of EAI including, without limitation, any and all attorney-client privileges, work product doctrine and any other applicable privilege. Furthermore, EAI and EAP 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 EAP 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 ARKANSAS, INC.

By: /s/ Laura R. Landreaux

Laura R. Landreaux

President and Chief Executive Officer

ENTERGY ARKANSAS POWER, LLC

By: /s/ Laura R. Landreaux

Laura R. Landreaux

President and Chief Executive Officer

SCHEDULE A

BANK ACCOUNTS ALLOCATED TO EAP

Bank Account Numbers are Confidential

SCHEDULE B

EQUITY INTERESTS HELD BY EAI ALLOCATED TO EAP



Entity	Ownership Percentage	Units

Entergy Arkansas Restoration Funding, LLC	100%	100% membership interest
Arkansas Power & Light Company, LLC	100%	1,000 units of membership interests

SCHEDULE C

BANK ACCOUNTS RETAINED BY EAI



Bank	Account Number	Account Name

NONE

Bank Account Numbers are Confidential

EXHIBIT A

DIRECTORS AND OFFICERS OF EAI

Directors



	Title
Claudel, W. Dale	Director
Peebles, Eddie D.	Director

Officers



	Title
Claudel, W. Dale	President and Chief Executive Officer
Brown, Marcus V.	Executive Vice President and General Counsel
McNeal, Steven C.	Vice President and Treasurer
Wagner, Thomas G.	Secretary
Hinkson, Kenroy G.	Assistant Treasurer
Henderson, Joseph T.	Tax Officer

EXHIBIT B

DIRECTORS AND OFFICERS OF EAP

Directors



	Title
Landreaux, Laura R.	Director
Hinnenkamp, Paul D.	Director
Marsh, Andrew S.	Director
West, Roderick K.	Director

Officers



	Title
Landreaux, Laura R.	Chair of the Board
Landreaux, Laura R.	President and Chief Executive Officer
West, Roderick K.	Group President, Utility Operations
Bakken, III, A. Christopher	Executive Vice President and Chief Nuclear Officer
Brown, Marcus V., (Legal)	Executive Vice President and General Counsel
Marsh, Andrew S.	Executive Vice President and Chief Financial Officer
Henderson, Joseph T.	Senior Vice President and General Tax Counsel
Mount, Alyson M.	Senior Vice President and Chief Accounting Officer
Fontan, Kimberly A.	Vice President, System Planning
Kennedy, John T.	Vice President, Regulatory and Public Affairs
McNeal, Steven C.	Vice President and Treasurer
Taylor, Melanie L.	Vice President, Customer Service
Falstad, Daniel T.	Secretary
Balash, Dawn A.	Assistant Secretary
Honeysuckle, Janan E.	Assistant Secretary
Lousteau, Stacey M.	Assistant Treasurer
Valladares, Mary Ann	Assistant Treasurer
Galbraith, Patricia A.	Tax Officer
Keppler, Mark A.	Tax Officer
Roberts, Rory L.	Tax Officer

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF FORMATION OF

ENTERGY UTILITY PROPERTY, INC.

The undersigned natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Texas Business Organizations Code, hereby adopts the following Certificate of Formation for such corporation:

ARTICLE I.

The name of the corporation is Entergy Utility Property, Inc.

ARTICLE II.

The type of entity is a for-profit corporation.

ARTICLE III.

The corporation was formed under a plan of conversion, under which Entergy Arkansas, Inc., 425 W. Capitol Ave., 27 ^th Floor, Little Rock, AR 72201, previously formed as a corporation under Arkansas law on October 2, 1926 filed a certificate of conversion to change its state of incorporation from Arkansas to Texas and convert to a Texas corporation.

ARTICLE IV.

The purpose for which the corporation is organized is the transaction of any and all lawful business for which corporations may be organized under the Texas Business Organizations Code.

ARTICLE V.

The period of its duration is perpetual.

ARTICLE VI.

The aggregate number of shares that the corporation shall have authority to issue is 325,000,000 shares with par value of $0.01 per share. All such shares shall be designated as Common Stock.

ARTICLE VII.

Whenever, with respect to any action to be taken by the shareholders of the corporation, any provision of the Texas Business Organizations Code would require the vote or concurrence of the holders of shares (or of any class or series thereof) having more than a majority of the votes entitled to be cast thereon, only the vote or concurrence of the holders of shares (or of such class or series) having a majority of the votes entitled to be cast thereon shall be required with respect to any such action.

ARTICLE VIII.

A special meeting of the shareholders of the corporation may be called by the chairman of the board, the chief executive officer, the president, or by one or more shareholders holding not less than twenty (20) percent of all the shares entitled to vote at such meeting.

ARTICLE IX.

Pursuant to Section 6.202 of the Texas Business Organizations Code, the shareholders of the corporation may take action without holding a meeting, providing notice, or taking a vote if (a) shareholders having at least the minimum number of votes that would be necessary to take the action that is the subject of the consent at a meeting, in which each shareholder entitled to vote on the action is present and votes, sign a written consent or consents stating the action taken, and (b) the consent or consents and the corporation comply with the requirements set forth in the Texas Business Organizations Code.

ARTICLE X.

No director of this corporation shall be liable to the corporation or its shareholders for monetary damages for an act or omission occurring in the director's capacity as a director, except to the extent the statutes of the State of Texas expressly provide that the director's liability may not be eliminated or limited. Any repeal or amendment of this Article that increases the liability of a director shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or amendment.

ARTICLE XI.

The street address of its initial registered office is 2001 Timberloch Place, 2nd Floor, The Woodlands, Texas 77380, and the name of its initial registered agent at that address is Thomas G. Wagner.

ARTICLE XII.

The number of initial directors who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified is four (4). The names and addresses of the initial directors are:



Name	Address

Paul D. Hinnenkamp	639 Loyola Avenue, 28 ^th Floor New Orleans, Louisiana 70113

Laura R. Landreaux	425 West Capitol Avenue Little Rock, Arkansas 72201

Andrew S. Marsh	639 Loyola Avenue, 28 ^th Floor
	New Orleans, Louisiana 70113

Roderick K. West	639 Loyola Avenue, 28 ^th Floor
	New Orleans, Louisiana 70113

ARTICLE XIII.

The name and address of the incorporator is:



Daniel T. Falstad	639 Loyola Avenue, 26 ^th Floor New Orleans, Louisiana 70113

ARTICLE XIV.

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, 2018 at 12:01 A.M. Central Standard Time.

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: November 26, 2018

_/s/ Laura R. Landreaux _____

Laura R. Landreaux

President and Chief Executive Officer

Exhibit 3.2

AMENDED AND RESTATED BYLAWS OF

ENTERGY UTILITY PROPERTY, INC.

Dated Effective as of

December 1, 2018

AMENDED AND RESTATED BYLAWS OF

ENTERGY UTILITY PROPERTY, 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 Committee. 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. 13


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. 16


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 Committee Members, Employees and Agents. 19


7.13.	Repeal or Modification. 20


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. 21


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 PROPERTY, INC.


1.	OFFICES.


1.1.	Principal Office.

The principal office of ENTERGY UTILITY PROPERTY, INC. (the “ Corporation ”) shall be located in Little Rock, Arkansas.


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 chair 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 or 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 Committee.

The Board of Directors may appoint one or more individuals to an Advisory Committee to the Corporation (each an “ Advisory Committee Member ”). Advisory Committee Members 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. The Advisory Committee shall not be a committee of the Board of Directors pursuant to Section 4.8 of the Bylaws, and the Advisory Committee Members 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 Committee Members with respect to any action taken by the Board of Directors for such action to be valid. Advisory Committee Members shall receive from the Corporation such remuneration as shall be fixed by the Board of Directors. Terms of the Advisory Committee Members shall expire on the day of the Annual Meeting of the Corporation, provided, however, that Advisory Committee Members 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 Committee Members of the Corporation may enjoy the same rights and privileges as Directors of the Corporation. The Corporation may require any Advisory Committee Member 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 Committee Members by adopting a charter for the Advisory Committee 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 chair 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 chair of the board, the chief executive officer, 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. Action 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 chair of the Board, the president or any vice president or any other officer of the Corporation designated by the board of directors, the chair 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 chair 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 Committee Members, 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 Committee Members, 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 of 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

AMENDED AND RESTATED CERTIFICATE OF FORMATION OF

ENTERGY ARKANSAS, LLC

This certificate of formation is submitted for filing pursuant to the applicable provisions of the Texas Business Organizations Code.

ARTICLE I - ENTITY NAME AND TYPE

The name and type of filing entity being formed are: Entergy Arkansas, LLC, a Texas limited liability company (hereinafter "Company").

ARTICLE II - REGISTERED OFFICE AND REGISTERED AGENT

The initial registered agent is an individual resident of the state whose name is Thomas G. Wagner. The business address of the initial registered agent and the initial registered office is: 2001 Timberloch Place, 2nd Floor, The Woodlands, Texas 77380.

ARTICLE III - GOVERNING AUTHORITY

The Company shall be managed by its Managers. The name and address of each initial manager is set forth below:



Name	Address
Laura R. Landreaux	425 W. Capitol Ave., 27 ^th Floor Little Rock, AR 72201
Roderick K. West	639 Loyola Avenue, 28th Floor New Orleans, LA 70113
Andrew S. Marsh	639 Loyola Avenue, 28th Floor New Orleans, LA 70113
Paul D. Hinnenkamp	639 Loyola Avenue, 28th Floor New Orleans, LA 70113

ARTICLE IV - PURPOSE

The purpose for which the Company is organized 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.

ARTICLE V - ORGANIZER

The name and address of the organizer is:



Name	Address
Daniel T. Falstad	639 Loyola Avenue, 26th Floor New Orleans, Louisiana 70113

EFFECTIVENESS OF FILING

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, 2018 at 12:02 A.M. Central Standard Time.

EXECUTION

Date: November 26, 2018

/s/ Laura R. Landreau____________

Laura R. Landreaux

President and Chief Executive Officer

Exhibit 3.4

AMENDED and RESTATED COMPANY AGREEMENT OF

ENTERGY ARKANSAS, LLC

A TEXAS LIMITED LIABILITY COMPANY

effective as of DECEMBER 1, 2018

AMENDED and RESTATED COMPANY AGREEMENT OF

ENTERGY ARKANSAS, 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 7

8.1. Fiscal Year. 7

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 Committee Members. 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 Committee Members, 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

AMENDED and RESTATED COMPANY AGREEMENT OF

ENTERGY ARKANSAS, LLC

A TEXAS LIMITED LIABILITY COMPANY

This Amended and Restated Company Agreement of ENTERGY ARKANSAS, LLC (the “ Agreement ”) is executed as of December 1, 2018 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 ”) by 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.	“ Agreement ” means this company agreement, as amended from time to time.


1.3.	“ 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.


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


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


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


1.7.	“ 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.


1.8.	“ 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%.


1.9.	“ 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.


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


1.11.	“ 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).


1.12.	“ 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 Arkansas, 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.

2.3. Principal Place of Business.

The principal place of business of the Company shall be at 425 W. Capitol Ave., 27 ^th Floor, Little Rock, Arkansas 72201 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 Arkansas Public Service Commission, 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. 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 a certificate representing the Units owned by each Member. Such certificate 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. 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 Uniform Commercial Code as in effect in the State of Texas (the “ UCC ”), 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 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 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 to those Units; 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 but 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, a 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 the 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 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 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, a 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 Committee Members.

The Board of Directors may appoint one or more individuals to an Advisory Committee to the Company (each an “ Advisory Committee Member ”). Advisory Committee Members 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 Committee Members 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 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 Committee Members with respect to any action taken by the Board of Directors for such action to be valid. Advisory Committee Members shall receive from the Company such remuneration as shall be fixed by the Board of Directors. Terms of the Advisory Committee Members shall expire on the day of the Annual Meeting of the Company, provided, however, that Advisory Committee Members 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 Committee Members of the Company may enjoy the same rights and privileges as Directors of the Company. The Company may require any Advisory Committee Members to enter into an agreement with respect to its duties and obligations from time to time as a condition of their appointment. The Board of Directors may take action to more particularly describe the duties and roles of the Advisory Committee Members by adopting a charter for an Advisory Committee 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, a 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, 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, 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, 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 (vi) by a unanimous vote of the Members. To the extent, however, that current or former Director or Officer of the Company 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 10 shall be made promptly and, in any event, to the extent practicable, within sixty 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, 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 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 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, 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 prelude 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 believe 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 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 Committee Members, 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 Committee Members, 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 by 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 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, 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:

Entergy Arkansas, LLC

425 West Capitol Avenue

27 ^th Floor

Little Rock, Arkansas 72201

Attn: Board of Directors

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.

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.

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 UTILITY HOLDING COMPANY, LLC


By: /s/ Roderick K. West
Name: Roderick K. West Title: President and Chief Executive Officer

EXHIBIT A



Member’s Name and Address	Initial Contribution	Units	Initial Percentage Ownership

Entergy Utility Holding Company, LLC 639 Loyola Avenue New Orleans, Louisiana 70113	$1,000.00	100 Common	100%

SCHEDULE B

BOARD OF DIRECTORS



Name	Title
Laura R. Landreaux	Director
Roderick K. West	Director
Andrew S. Marsh	Director
Paul D. Hinnenkamp	Director

SCHEDULE C

OFFICERS



Name	Title
Laura R. Landreaux	Chair of the Board, President and Chief Executive Officer
Roderick K. West	Group President, Utility Operations
A. Christopher Bakken, III	Executive Vice President and Chief Nuclear Officer
Marcus V. Brown	Executive Vice President and General Counsel
Andrew S. Marsh	Executive Vice President and Chief Financial Officer
Joseph T. Henderson	Senior Vice President and General Tax Counsel
Alyson M. Mount	Senior Vice President and Chief Accounting Officer
Kimberly A. Fontan	Vice President, System Planning
John T. Kennedy	Vice President, Regulatory and Public Affairs
Steven C. McNeal	Vice President and Treasurer
Melanie L. Taylor	Vice President, Customer Service
Daniel T. Falstad	Secretary
Dawn A. Balash	Assistant Secretary
Janan E. Honeysuckle	Assistant Secretary
Stacey M. Lousteau	Assistant Treasurer
Mary Ann Valladares	Assistant Treasurer
Patricia A. Galbraith	Tax Officer
Mark A. Keppler	Tax Officer
Rory L. Roberts	Tax Officer

Counterpart __ of 20

Exhibit 4.1

ENTERGY ARKANSAS POWER, LLC

(successor to Entergy Arkansas, Inc.)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(successor to Guaranty Trust Company of New York)

AND

(as to property, real or personal, situated or being in Missouri)

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION

(successor to Marvin A. Mueller)

As Trustees under Entergy Arkansas, Inc.’s Mortgage and Deed of Trust,

Dated as of October 1, 1944

___________________________

EIGHTY-FIRST SUPPLEMENTAL INDENTURE

Relating to the Transfer of the Mortgaged and Pledged Property

to Entergy Arkansas Power, LLC (to be renamed Entergy Arkansas, LLC)

__________________________

Dated as of November 30, 2018

EIGHTY-FIRST SUPPLEMENTAL INDENTURE

INDENTURE, dated as of November 30, 2018, between ENTERGY ARKANSAS POWER, LLC, a limited liability company of the State of Texas (to be renamed Entergy Arkansas, LLC and hereinafter sometimes called the “Company”), as successor to Entergy Arkansas, Inc., a corporation of the State of Arkansas converted to a corporation of the State of Texas on November 19, 2018 (hereinafter sometimes called the “Original Company”), whose post office address is 425 West Capitol, Little Rock, Arkansas 72201, and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a New York banking corporation, whose post office address is 60 Wall Street, 16th Floor, New York, New York 10005 (hereinafter sometimes called the “Corporate Trustee”), and (as to property, real or personal, situated or being in Missouri) THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (successor to Marvin A. Mueller), whose mailing address is 10161 Centurion Parkway, Jacksonville, Florida 32256 (said The Bank of New York Mellon Trust Company, National Association being hereinafter sometimes called the “Missouri Co-Trustee” and the Corporate Trustee and the Missouri Co-Trustee being hereinafter together sometimes called the “Trustees”) as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1944 (hereinafter sometimes called the “Mortgage”), which Mortgage was executed and delivered by the Original Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this indenture (hereinafter called the “Eighty-first Supplemental Indenture”) being supplemental thereto.

WHEREAS, the Mortgage was appropriately filed or recorded in various official records in the States of Arkansas, Louisiana, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of July 7, 1949, was executed by the Original Company appointing Herbert E. Twyeffort as Co-Trustee in succession to Henry A. Theis (resigned) under the Mortgage, and by Herbert E. Twyeffort accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Louisiana, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of March 1, 1960, was executed by the Original Company appointing Grainger S. Greene as Co-Trustee in succession to Herbert E. Twyeffort (resigned) under the Mortgage, and by Grainger S. Greene accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Louisiana, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Twenty-first Supplemental Indenture mentioned below, the Original Company, among other things, appointed John W. Flaherty as Co-Trustee in succession to Grainger S. Greene (resigned) under the Mortgage, and John W. Flaherty accepted said appointment; and

WHEREAS, by the Thirty-third Supplemental Indenture mentioned below, the Original Company, among other things, appointed Marvin A. Mueller as Missouri Co-Trustee under the Mortgage, and Marvin A. Mueller accepted said appointment; and

WHEREAS, by the Thirty-fifth Supplemental Indenture mentioned below, the Original Company, among other things, appointed The Boatmen’s National Bank of St. Louis as Missouri Co-Trustee in succession to Marvin A. Mueller (resigned) under the Mortgage, and The Boatmen’s National Bank of St. Louis accepted said appointment; and

WHEREAS, an instrument, dated as of September 1, 1994, was executed by the Original Company appointing Bankers Trust Company as Trustee, and Stanley Burg as Co-Trustee, in succession to Morgan

Guaranty Trust Company of New York (resigned) and John W. Flaherty (resigned), respectively, under the Mortgage and Bankers Trust Company and Stanley Burg accepted said appointments, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Fifty-fifth Supplemental Indenture mentioned below, the Original Company, among other things, appointed Peter D. Van Cleve as Missouri Co-Trustee in succession to The Boatmen’s National Bank of St. Louis (resigned) under the Mortgage, and Peter D. Van Cleve accepted said appointment; and

WHEREAS, by an instrument, dated as of May 31, 2000, the Original Company appointed BNY Trust Company of Missouri as Missouri Co-Trustee in succession to Peter D. Van Cleve (resigned) under the Mortgage, and BNY Trust Company of Missouri accepted said appointment, and said instrument was appropriately filed or recorded in various official records in the State of Missouri; and

WHEREAS, by an instrument, dated as of April 15, 2002, filed with the Banking Department of the State of New York, Bankers Trust Company, Trustee, effected a corporate name change pursuant to which, effective such date, it is known as Deutsche Bank Trust Company Americas; and

WHEREAS, by an instrument dated November 1, 2004, filed with the Office of the Comptroller of the Currency in Colorado, BNY Trust Company of Missouri merged into BNY Missouri Interim Trust Company, National Association, and by an instrument dated November 1, 2004, filed with the Office of the Comptroller of the Currency in Colorado, BNY Missouri Interim Trust Company, National Association, merged into The Bank of New York Trust Company, National Association; and

WHEREAS, by the Sixty-third Supplemental Indenture mentioned below, the Original Company, the Corporate Trustee, Stanley Burg as Co-Trustee, and The Bank of New York Trust Company, National Association, as Missouri Co-Trustee, appointed Jeffrey Schroeder to serve as Missouri Co-Trustee under the Mortgage, and Jeffrey Schroeder accepted such appointment; and

WHEREAS, by an instrument effective as of February 28, 2005, Jeffrey Schroeder resigned as a Missouri Co-Trustee; and

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

WHEREAS, by the Sixty-ninth Supplemental Indenture mentioned below, effective as of October 1, 2010, Stanley Burg resigned as Co-Trustee; and

WHEREAS, by the Mortgage the Original Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and

WHEREAS, the Original Company executed and delivered to the Trustees the following supplemental indentures:



Designation	Dated as of
First Supplemental Indenture	July 1, 1947
Second Supplemental Indenture	August 1, 1948



Third Supplemental Indenture	October 1, 1949
Fourth Supplemental Indenture	June 1, 1950
Fifth Supplemental Indenture	October 1, 1951
Sixth Supplemental Indenture	September 1, 1952
Seventh Supplemental Indenture	June 1, 1953
Eighth Supplemental Indenture	August 1, 1954
Ninth Supplemental Indenture	April 1, 1955
Tenth Supplemental Indenture	December 1, 1959
Eleventh Supplemental Indenture	May 1, 1961
Twelfth Supplemental Indenture	February 1, 1963
Thirteenth Supplemental Indenture	April 1, 1965
Fourteenth Supplemental Indenture	March 1, 1966
Fifteenth Supplemental Indenture	March 1, 1967
Sixteenth Supplemental Indenture	April 1, 1968
Seventeenth Supplemental Indenture	June 1, 1968
Eighteenth Supplemental Indenture	December 1, 1969
Nineteenth Supplemental Indenture	August 1, 1970
Twentieth Supplemental Indenture	March 1, 1971
Twenty-first Supplemental Indenture	August 1, 1971
Twenty-second Supplemental Indenture	April 1, 1972
Twenty-third Supplemental Indenture	December 1, 1972
Twenty-fourth Supplemental Indenture	June 1, 1973
Twenty-fifth Supplemental Indenture	December 1, 1973
Twenty-sixth Supplemental Indenture	June 1, 1974
Twenty-seventh Supplemental Indenture	November 1, 1974
Twenty-eighth Supplemental Indenture	July 1, 1975
Twenty-ninth Supplemental Indenture	December 1, 1977
Thirtieth Supplemental Indenture	July 1, 1978
Thirty-first Supplemental Indenture	February 1, 1979
Thirty-second Supplemental Indenture	December 1, 1980
Thirty-third Supplemental Indenture	January 1, 1981
Thirty-fourth Supplemental Indenture	August 1, 1981
Thirty-fifth Supplemental Indenture	February 1, 1982
Thirty-sixth Supplemental Indenture	December 1, 1982
Thirty-seventh Supplemental Indenture	February 1, 1983
Thirty-eighth Supplemental Indenture	December 1, 1984
Thirty-ninth Supplemental Indenture	December 1, 1985
Fortieth Supplemental Indenture	July 1, 1986
Forty-first Supplemental Indenture	July 1, 1989
Forty-second Supplemental Indenture	February 1, 1990
Forty-third Supplemental Indenture	October 1, 1990
Forty-fourth Supplemental Indenture	November 1, 1990
Forty-fifth Supplemental Indenture	January 1, 1991



Forty-sixth Supplemental Indenture	August 1, 1992
Forty-seventh Supplemental Indenture	November 1, 1992
Forty-eighth Supplemental Indenture	June 15, 1993
Forty-ninth Supplemental Indenture	August 1, 1993
Fiftieth Supplemental Indenture	October 1, 1993
Fifty-first Supplemental Indenture	October 1, 1993
Fifty-second Supplemental Indenture	June 15, 1994
Fifty-third Supplemental Indenture	March 1, 1996
Fifty-fourth Supplemental Indenture	March 1, 1997
Fifty-fifth Supplemental Indenture	March 1, 2000
Fifty-sixth Supplemental Indenture	July 1, 2001
Fifty-seventh Supplemental Indenture	March 1, 2002
Fifty-eighth Supplemental Indenture	November 1, 2002
Fifty-ninth Supplemental Indenture	May 1, 2003
Sixtieth Supplemental Indenture	June 1, 2003
Sixty-first Supplemental Indenture	June 15, 2003
Sixty-second Supplemental Indenture	October 1, 2004
Sixty-third Supplemental Indenture	January 1, 2005
Sixty-fourth Supplemental Indenture	March 1, 2005
Sixty-fifth Supplemental Indenture	May 1, 2005
Sixty-sixth Supplemental Indenture	June 1, 2006
Sixty-seventh Supplemental Indenture	July 1, 2008
Sixty-eighth Supplemental Indenture	November 1, 2008
Sixty-ninth Supplemental Indenture	October 1, 2010
Seventieth Supplemental Indenture	November 1, 2010
Seventy-first Supplemental Indenture	December 1, 2012
Seventy-second Supplemental Indenture	January 1, 2013
Seventy-third Supplemental Indenture	May 1, 2013
Seventy-fourth Supplemental Indenture	June 1, 2013
Seventy-fifth Supplemental Indenture	July 15, 2013
Seventy-sixth Supplemental Indenture Seventy-seventh Supplemental Indenture Seventy-eighth Supplemental Indenture	March 1, 2014 December 1, 2014 January 1, 2016
Seventy-ninth Supplemental Indenture	August 1, 2016
Eightieth Supplemental Indenture	May 1, 2018

which supplemental indentures were appropriately filed or recorded in various official records in the States of Arkansas, Louisiana, Missouri, Tennessee and Wyoming, as applicable; and

WHEREAS, in addition to the property described in the Mortgage, as heretofore supplemented, the Original Company has acquired certain other property, rights and interests in property; and

WHEREAS, the Original Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of First Mortgage Bonds:



Series	Principal Amount Issued	Principal Amount Outstanding
3 1/8% Series due 1974	$30,000,000	None
2 7/8% Series due 1977	11,000,000	None
3 1/8% Series due 1978	7,500,000	None
2 7/8% Series due 1979	8,700,000	None
2 7/8% Series due 1980	6,000,000	None
3 5/8% Series due 1981	8,000,000	None
3 1/2% Series due 1982	15,000,000	None
4 1/4% Series due 1983	18,000,000	None
3 1/4% Series due 1984	7,500,000	None
3 3/8% Series due 1985	18,000,000	None
5 5/8% Series due 1989	15,000,000	None
4 7/8% Series due 1991	12,000,000	None
4 3/8% Series due 1993	15,000,000	None
4 5/8% Series due 1995	25,000,000	None
5 3/4% Series due 1996	25,000,000	None
5 7/8% Series due 1997	30,000,000	None
7 3/8% Series due 1998	15,000,000	None
9 1/4% Series due 1999	25,000,000	None
9 5/8% Series due 2000	25,000,000	None
7 5/8% Series due 2001	30,000,000	None
8 % Series due August 1, 2001	30,000,000	None
7 3/4% Series due 2002	35,000,000	None
7 1/2% Series due December 1, 2002	15,000,000	None
8 % Series due 2003	40,000,000	None
8 1/8% Series due December 1, 2003	40,000,000	None
10 1/2% Series due 2004	40,000,000	None
9 1/4% Series due November 1, 1981	60,000,000	None
10 1/8% Series due July 1, 2005	40,000,000	None
9 1/8% Series due December 1, 2007	75,000,000	None
9 7/8% Series due July 1, 2008	75,000,000	None
10 1/4% Series due February 1, 2009	60,000,000	None
16 1/8% Series due December 1, 1986	70,000,000	None
4 1/2% Series due September 1, 1983	1,202,000	None
5 1/2% Series due January 1, 1988	598,310	None
5 5/8% Series due May 1, 1990	1,400,000	None
6 1/4% Series due December 1, 1996	3,560,000	None
9 3/4% Series due September 1, 2000	4,600,000	None
8 3/4% Series due March 1, 1998	9,800,000	None
17 3/8% Series due August 1, 1988	75,000,000	None
16 1/2% Series due February 1, 1991	80,000,000	None
13 3/8% Series due December 1, 2012	75,000,000	None



13 1/4% Series due February 1, 2013	25,000,000	None
14 1/8% Series due December 1, 2014	100,000,000	None
Pollution Control Series A	128,800,000	None
10 1/4% Series due July 1, 2016	50,000,000	None
9 3/4% Series due July 1, 2019	75,000,000	None
10% Series due February 1, 2020	150,000,000	None
10 3/8% Series due October 1, 2020	175,000,000	None
Solid Waste Disposal Series A	21,066,667	None
Solid Waste Disposal Series B	28,440,000	None
7 1/2% Series due August 1, 2007	100,000,000	None
7.90% Series due November 1, 2002	25,000,000	None
8.70% Series due November 1, 2022	25,000,000	None
Pollution Control Series B	46,875,000	None
6.65% Series due August 1, 2005	115,000,000	None
6 % Series due October 1, 2003	155,000,000	None
7 % Series due October 1, 2023	175,000,000	None
Pollution Control Series C	20,319,000	None
Pollution Control Series D	9,586,400	None
8 3/4% Series due March 1, 2026	85,000,000	None
7% Series due March 1, 2002	85,000,000	None
7.72 % Series due March 1, 2003	100,000,000	None
6 1/8 % Series due July 1, 2005	100,000,000	None
6.70% Series due April 1, 2032	100,000,000	None
6.00% Series due November 1, 2032	100,000,000	None
5.40% Series due May 1, 2018	150,000,000	None
5.90% Series due June 1, 2033	100,000,000	None
5% Series due July 1, 2018	115,000,000	None
6.38% Series due November 1, 2034	60,000,000	None
5.66% Series due February 1, 2025	175,000,000	None
5% Pollution Control Series E	45,000,000	None
4.5% Series due June 1, 2010	100,000,000	None
Pollution Control Series F	56,378,000	None
5.40% Series due August 1, 2013	300,000,000	None
5.75% Series due November 1, 2040	225,000,000	None
3.75% Series due February 15, 2021	350,000,000	350,000,000
4.90% Series due December 1, 2052	200,000,000	200,000,000
Pollution Control Series G	55,266,000	None
Pollution Control Series H	45,713,000	45,713,000
3.05% Series due June 1, 2023	250,000,000	250,000,000
4.75% Series due June 1, 2063	125,000,000	125,000,000
2013 Credit Agreement Collateral Series due January 26, 2015	255,000,000	None



3.70% Series due June 1, 2024 4.95% Series due December 15, 2044 3.5% Series due April 1, 2026	375,000,000 250,000,000 600,000,000	375,000,000 250,000,000 600,000,000
4.875% Series due September 1, 2066	410,000,000	410,000,000
4.00% Series due June 1, 2028	250,000,000	250,000,000

which bonds are also hereinafter sometimes called bonds of the First through Eighty-seventh Series, respectively; and

WHEREAS, the term “corporation” is defined in the Mortgage, as supplemented, to include a limited liability company; and

WHEREAS, subject to the provisions thereof, Section 85 of the Mortgage, as supplemented, permits the Original Company to transfer, subject to the Lien of the Mortgage, 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 86 of the Mortgage, as supplemented, provides, among other things, that if the Original Company shall transfer, subject to the Lien of the Mortgage, all or substantially all the Mortgaged and Pledged Property as an entirety, 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 Mortgage in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage, and shall agree to perform and fulfill all the covenants and conditions of the Mortgage to be kept or performed by the Original Company thereunder - shall succeed to and be substituted for the Original Company with the same effect as if such successor corporation had been named in the Mortgage, and shall have and may exercise under the Mortgage the same powers and rights as the Original Company; and

WHEREAS, Section 86 of the Mortgage, as supplemented, provides, among other things, that in case the Original Company shall transfer, subject to the Lien of the Mortgage, all or substantially all of the Mortgaged and Pledged Property as an entirety to a successor corporation, the indenture described above may also provide for the release and discharge of the Original Company from all obligations under the Mortgage or any bonds issued thereunder which are assumed by such successor corporation; and

WHEREAS, Section 87 of the Mortgage, as supplemented, provides, among other things, that if the Original Company, as permitted by Section 85 of the Mortgage, shall transfer, subject to the Lien of the Mortgage, all or substantially all the Mortgaged and Pledged Property as an entirety, neither the Mortgage nor the indenture with the Trustee to be executed and caused to be recorded by the Company as in Section 86 of the Mortgage 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 or franchises then owned or thereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) except (a) those acquired by the Company from the Original Company, 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 Mortgage, as supplemented, 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 Company (1) to maintain, renew and preserve the franchises covered by the Mortgage, as supplemented, or (2) to maintain the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented, 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 Mortgage, as supplemented, damaged or destroyed, or (4) in replacement of or substitution for machinery, apparatus,

equipment, frames, towers, poles, wire, pipe, tools, implements and furniture, subject to the Lien of the Mortgage, as supplemented, 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 Mortgage, as supplemented; and

WHEREAS, Section 120 of the Mortgage, as supplemented, provides, among other things, that without the consent of any holders of bonds, the Company and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures, in form satisfactory to the Trustee, in order (a) to evidence the succession of another corporation to the Original Company and the assumption by any such successor of the covenants of the Company in the Mortgage and in the bonds, all as provided in Article XVI of the Mortgage, or (b) to make any other changes to the provisions of the Mortgage or to add other provisions with respect to matters or questions arising under the Mortgage, provided that such other changes or additions shall not adversely affect the interests of the holders of bonds of any series in any material respect; and

WHEREAS, effective as of 11:58 p.m. Central Time, November 30, 2018, the Original Company will allocate, subject to the Lien of the Mortgage, all or substantially all the Mortgaged and Pledged Property as an entirety to the Company (the “2018 Transfer”) pursuant to a Plan of Merger between the Original Company and the Company (the “2018 Transfer Documents”), pursuant to 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 2018 Transfer becomes effective, will succeed to all of the Original Company’s duties and obligations under the Mortgage and the bonds outstanding thereunder, and will change its name from Entergy Arkansas Power, LLC to Entergy Arkansas, LLC; and

WHEREAS, the Company is lawfully entitled to acquire and operate the Mortgaged and Pledged Property, and

WHEREAS, in Sections 1 through 5 of Article II of the Seventy-seventh Supplemental Indenture and in Sections 1 through 5 of Article II of the Seventy-eighth Supplemental Indenture, the Original Company reserved the right to make certain amendments to the Mortgage (herein sometimes referred to as the “Amendments”);

WHEREAS, in Section 6 of Article II of the Seventy-seventh Supplemental Indenture, each initial and future holder of bonds of the Eighty-fourth Series, by its acquisition of an interest in such bonds, irrevocably (a) consented to the Amendments without any other or further action by any holder of such bonds, and (b) designated the Corporate 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 6 of Article II of the Seventy-eighth Supplemental Indenture, each initial and future holder of bonds of the Eighty-fifth Series, by its acquisition of an interest in such bonds, irrevocably (a) consented to the Amendments without any other or further action by any holder of such bonds, and (b) designated the Corporate 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 1 of Article II of the Seventy-ninth Supplemental Indenture, each initial and future holder of bonds of the Eighty-sixth Series, by its acquisition of an interest in such bonds, irrevocably (a) consented to the Amendments without any other or further action by any holder of such bonds, and (b) designated the Corporate 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 1 of Article III of the Eightieth Supplemental Indenture, each initial and future holder of bonds of the Eighty-seventh Series, by its acquisition of an interest in such bonds, irrevocably (a) consented to the Amendments without any other or further action by any holder of such bonds, and (b) designated the Corporate 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 Eighty-fourth, Eighty-fifth, Eighty-sixth and Eighty-seventh Series constitute more than a majority of the aggregate principal amount of all bonds now Outstanding;

WHEREAS, Section 113 of the Mortgage provides, among other things, that any modification or alteration of the Mortgage 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 a majority in principal amount of the bonds Outstanding under the Mortgage, considered as one class, unless (a) such modification or alteration shall directly affect the holders of bonds of one or more, but less than all, series of bonds then Outstanding under the Mortgage or (b) such modification or amendment shall, without the consent of the holder of any bond issued under the Mortgage affected thereby permit (1) the extension of the maturity of the principal of, or interest on, such bond, or (2) the reduction in such principal or the rate of interest thereon or any other modification in the terms of payment of such principal or interest, or (3) the creation of any lien ranking prior to, or on a parity with, the Lien of the Mortgage with respect to any of the Mortgaged and Pledged Property, or (4) the deprivation of any non-assenting bondholder of the benefit of a lien upon the Mortgaged and Pledged Property for the security of his bonds (subject only to Excepted Encumbrances) or (5) the reduction of the percentage required by the provisions of Section 113 with respect to any bond Outstanding under the Mortgage;

WHEREAS, Section 116 of the Mortgage provides, among other things, that, anything in Article XIX contained to the contrary notwithstanding, the Corporate 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 or in the supplemental indenture or supplemental indentures creating such series of bonds) of the holders of bonds Outstanding under the Mortgage, considered as one class, at the time the last such needed consent is delivered to the Corporate Trustee, in lieu of the holding of a meeting pursuant to Article XIX of the Mortgage 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 113 of the Mortgage;

WHEREAS, the Company may now effect the Amendments because (a) the Corporate Trustee has received the written consent to such amendments of the holders of a majority of the bonds now Outstanding as set forth in Section 6 of Article II of the Seventy-seventh Supplemental Indenture, Section 6 of Article II of the Seventy-eighth Supplemental Indenture, Section 1 of Article II of the Seventy-ninth Supplemental Indenture and Section 1 of Article III of the Eightieth Supplemental Indenture, (b) such amendments affect the rights of all series of bonds now Outstanding, and (c) such amendments do not permit (1) the extension of the maturity of the principal of, or interest on, such bond, or (2) the reduction in such principal or the rate of interest thereon or any other modification in the terms of payment of such principal or interest, or (3) the creation of any lien ranking prior to, or on a parity with, the Lien of the Mortgage with respect to any of the Mortgaged and Pledged Property, or (4) the deprivation of any non-assenting bondholder of the benefit of a lien upon the Mortgaged and Pledged Property for the security of his bonds (subject only to Excepted Encumbrances) or (5) the reduction of the percentage required by the provisions of Section 113 with respect to any bond Outstanding under the Mortgage;

WHEREAS, pursuant to and in accordance with said Sections 86, 113, 116 and 120 of the Mortgage, as supplemented, the Company now desires to execute with the Trustees and to cause to be recorded an indenture of the tenor aforesaid; and

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That the Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further 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 Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the Mortgage provided) and of said bonds, and in compliance with, in satisfaction of and pursuant to the provisions of Sections 85 and 86 of the Mortgage, as supplemented, (A) hereby assumes and agrees to pay, duly and punctually, the principal of and interest on the bonds issued and now outstanding under the Mortgage, as supplemented, in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage, as supplemented, and agrees to duly and punctually observe, perform and fulfill all the covenants and conditions of the Mortgage, as supplemented, 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 6 of the Mortgage, as supplemented) unto The Bank of New York Mellon Trust Company, National Association (as to property, real or personal, situated or being in Missouri) and (to the extent of its legal capacity to hold the same for the purposes hereof) to Deutsche Bank Trust Company Americas, as Trustees under the Mortgage, and to their successor or successors in said trust, and to them and their successors and assigns forever, (a) all of the Mortgaged and Pledged Property acquired by the Company from the Original Company pursuant to the 2018 Transfer Documents, 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 Mortgage, as supplemented, 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 this Mortgage, as supplemented, or (2) to maintain the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented, 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 Mortgage, as supplemented, damaged or destroyed, or (4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers, poles, wire, pipe, tools, implements and furniture, subject to the Lien of the Mortgage, as supplemented, 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 Mortgage, as supplemented, and (d) all property, real, personal or mixed, of any kind or nature (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), subject to the provisions of Section 87 of the Mortgage, acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the effective time of the 2018 Transfer 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 in this Eighty-first Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, 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 street and interurban railway and transportation lines and systems, terminal systems and facilities; all bridges, culverts, tracks, railways, sidings, spurs, wyes, roadbeds, trestles and viaducts; all overground and underground trolleys and feeder wires; all telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof, all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, 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, wires, cables, tools, implements, apparatus, furniture and chattels; 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; 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 and (except as herein or in the Mortgage, as heretofore supplemented, expressly excepted) all the right, 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 hereinbefore or in the Mortgage, 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 57 of the Mortgage) 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 and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage and as fully embraced within the lien hereof and the lien of the Mortgage, as heretofore supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and conveyed hereby or thereby.

PROVIDED THAT 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 and are hereby expressly excepted from the lien and operation of this Eighty-first Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business or for the purpose of repairing or replacing (in whole or in part) any street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles or other vehicles or aircraft, and fuel, oil and similar materials and supplies consumable in the operation of any properties of the Company; street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage, as heretofore supplemented, or covenanted so to be; the Company’s contractual rights

or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, 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; all timber, minerals, mineral rights and royalties; (6) the Company’s franchise to be a corporation; (7) the properties heretofore sold or in the process of being sold by the Company and heretofore released from the Mortgage and Deed of Trust dated as of October 1, 1926 from Arkansas Power & Light Company to Guaranty Trust Company of New York, trustee, and specifically described in a release instrument executed by Guaranty Trust Company of New York, as trustee, dated October 13, 1938, which release has heretofore been delivered by the said trustee to the Company and recorded by the Company in the office of the Recorder for Garland County, Arkansas, in Record Book 227, Page 1, all of said properties being located in Garland County, Arkansas; and (8) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage, as heretofore supplemented, and this Eighty-first Supplemental 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 any or all of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.

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 by the Company as aforesaid, or intended so to be, unto The Bank of New York Mellon Trust Company, National Association (as to property, real or personal, situated or being in Missouri), and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees, and their 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 Mortgage, as heretofore supplemented, this Eighty-first Supplemental Indenture being supplemental to the Mortgage.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as heretofore supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors in the trust 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 Mortgage, and had been specifically and at length described in and conveyed to said Trustees, by the Mortgage as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows:

ARTICLE I

RELEASE AND DISCHARGE

SECTION 1. Upon the transfer, subject to the Lien of the Mortgage, of all or substantially all of the Mortgaged and Pledged Property as an entirety to the Company, as contemplated by the 2018 Transfer

Documents, the Original Company shall be released and discharged from all obligations under the Mortgage or any bonds issued thereunder.

ARTICLE II

AMENDMENTS

SECTION 2. Excepted Encumbrances . The holders of a majority in principal amount of the bonds Outstanding under the Indenture having consented to the amendment set forth in Section 1 of Article II of the Seventy-seventh Supplemental Indenture and in Section 1 of Article II of the Seventy-eighth Supplemental Indenture, the Company hereby exercises its right to amend Section 6 of the Mortgage to read substantially as follows:

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 December 1, 2014 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 58;

(s) any lien of the Trustees granted pursuant to Section 96; and

(t) Prepaid Liens.

The term “Business Day” shall mean 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, means any day, other than a Saturday or Sunday, which 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.

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. Priority Opinions or Certificates . The holders of a majority in principal amount of the bonds Outstanding under the Indenture having consented to the amendment set forth in Section 2 of Article II of the Seventy-seventh Supplemental Indenture and in Section 2 of Article II of the Seventy-eighth Supplemental Indenture, the Company hereby exercises its right to amend subdivision 7 of Section 28 of the Mortgage through the end of clause (b) thereof to read substantially as follows:

(7) either an Opinion of Counsel or an Officer’s Certificate to the effect that:

(a) 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 the authentication and delivery of such bonds, subject to no lien thereon prior to the lien of this Indenture except Excepted Encumbrances and Qualified Liens 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;

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

and to add the following definition to Section 3 of the Mortgage:

“Officer’s Certificate” means a certificate signed by the Chairman of the Board, 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 4. Dispositions, etc. without Release or Consent of Trustee . The holders of a majority in principal amount of the bonds Outstanding under the Indenture having consented to the amendment set forth in Section 3 of Article II of the Seventy-seventh Supplemental Indenture and in Section 3 of Article II of the Seventy-eighth Supplemental Indenture, the Company hereby exercises its right to amend Section 58 of the Mortgage to read substantially as follows:

Section 58. Unless one of more of the Defaults defined in Section 65 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 Trustees or either of them:

(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 Trustees 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 5. Statutory Mergers . The holders of a majority in principal amount of the bonds Outstanding under the Indenture having consented to the amendment set forth in Section 4 of Article II of the Seventy-seventh Supplemental Indenture and in Section 4 of Article II of the Seventy-eighth Supplemental Indenture, the Company hereby exercises its right to amend Section 86 of the Mortgage to add a new paragraph at the end reading substantially as follows:

A statutory merger in which the Company’s assets and liabilities may be allocated among one or more entities, shall not be considered to be a merger, consolidation, conveyance or other transfer of Mortgaged and Pledged Property subject to the provisions of this Article XVI unless all or substantially all of the Mortgaged and Pledged Property is allocated by such statutory merger to one or more entities other than the Company.

SECTION 6. Net Earning Certificates Not Required . The holders of a majority in principal amount of the bonds Outstanding under the Indenture having consented to the amendment set forth in Section 5 of Article II of the Seventy-seventh Supplemental Indenture and in Section 5 of Article II of the Seventy-eighth Supplemental Indenture, the Company hereby exercises its right to amend the Mortgage to delete all provisions in the Mortgage which require a Net Earning Certificate, whether as a condition precedent to the authentication and delivery of bonds or otherwise.

ARTICLE III

MISCELLANEOUS PROVISIONS

SECTION 7. Subject to the amendments provided for in this Eighty-first Supplemental Indenture, the terms defined in the Mortgage and the First through Eighty-first Supplemental Indentures shall, for all purposes of this Eighty-first Supplemental Indenture, have the meanings specified in the Mortgage and the First through Eighty-first Supplemental Indentures.

SECTION 8. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage and in the First through Eighty-first Supplemental Indentures set forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eighty-first Supplemental Indenture or for or in respect of the recitals contained herein,

all of which recitals are made by the Company solely. In general each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Eighty-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 Eighty-first Supplemental Indenture.

SECTION 9. Whenever in this Eighty-first Supplemental Indenture any of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Eighty-first Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or any of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.

SECTION 10. Nothing in this Eighty-first Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Eighty-first Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises or agreements in this Eighty-first Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage.

SECTION 11. This Eighty-first Supplemental Indenture shall 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 12. This Eighty-first Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.

IN WITNESS WHEREOF, ENTERGY ARKANSAS POWER, LLC has caused its company name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its company seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf, and DEUTSCHE BANK TRUST COMPANY AMERICAS has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by, one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Associates for and in its behalf, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Senior Associates or one of its Associates, and its corporate seal to be attested by one of its Vice Presidents or one of its Senior Associates or one of its Associates for and in its behalf, as of the day and year first above written.

ENTERGY ARKANSAS POWER, LLC

By: /s/ Steven C. McNeal

Steven C. McNeal

Vice President and Treasurer

Attest:

/s/ Dawn A. Balsh

Dawn A. Balash

Assistant Secretary

Executed, sealed and delivered by

ENTERGY ARKANSAS POWER, LLC

in the presence of:

/s/ Leah W. Dawson

Leah W. Dawson

/s/ Shannon K. Ryerson

Shannon K. Ryerson

DEUTSCHE BANK TRUST COMPANY AMERICAS,

As Corporate Trustee

By: /s/ Carol Ng

Carol Ng

Vice President

By: /s/ Nigel Luke

Nigel Luke

Vice President

Attest:

/s/ James Briggs

James Briggs

Vice President

Executed, sealed and delivered by

DEUTSCHE BANK TRUST COMPANY AMERICAS

in the presence of:

/s/ Luke Russell

Luke Russell

/s/ Robert Pian

Robert Pian

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION,

As Co-Trustee as to property, real or personal, situated or being in Missouri

By: /s/ R. Tarnas

R. Tarnas

Vice President

Attest:

/s/ Robert W. Hardy

Robert W. Hardy

Vice President

Executed, sealed and delivered by

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION

in the presence of:

/s/ Mitchell L. Brumwell

Mitchell L. Brumwell

/s/ Mietka Collins

Mietka Collins

STATE OF LOUISIANA )

) SS.:

PARISH OF ORLEANS )

On this 6th day of November, 2018, before me, Mark Grafton Otts, a Notary Public duly commissioned, qualified and acting within and for said Parish and State, appeared in person the within named Steven C. McNeal and Dawn A. Balash, to me personally well known, who stated that they were the Vice President and Treasurer and an Assistant Secretary, respectively, of ENTERGY ARKANSAS POWER, LLC, a company, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said company, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On this 6th day of November, 2018, before me personally came Steven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he is the Vice President and Treasurer of ENTERGY ARKANSAS POWER, LLC, one of the entities described in and which executed the above instrument; that he 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 he signed his name thereto by like order.

On this 6th day of November, 2018, before me appeared and Dawn A. Balash, to me personally known, who, being by me duly sworn, did say that she is an Assistant Secretary of ENTERGY ARKANSAS POWER, LLC, and that the seal affixed to the foregoing instrument is the company seal of said company, and that said instrument was signed and sealed on behalf of said company by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said company.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and year last above written.

/s/ Mark Grafton Otts

Mark Grafton Otts

State of Louisiana, Parish of Jefferson

Notary Public Identification No. 4430

My Commission expires at my death

STATE OF NEW YORK )

) SS.:

COUNTY OF NEW YORK )

On this 14th day of November, 2018, before me, Peter F. Bono, a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared Carol Ng, Nigel Luke, and James Briggs, to me personally well known, who stated that they were each a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On this 14th day of November, 2018, before me personally came Carol Ng and Nigel Luke, to me known, who, being by me duly sworn, did depose and say that they are each a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, one of the corporations described in and which executed the above instrument; that they know the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that they signed their names thereto by like authority.

On this 14th day of November, 2018, before me appeared James Briggs, to me personally known, who, being by me duly sworn, did say that he is a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, and that the seal affixed to the foregoing 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 he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said County and State the day and year last above written.

/s/ Peter F. Bono

Peter F. Bono

Notary Public - State of New York

No. 01B06372994

Qualified in New York County

My Commission Expires 04-02-2022

STATE OF ILLINOIS )

) SS.:

COUNTY OF COOK )

On this 27th day of November, 2018, before me, Lucille A. Rosario, a Notary Public duly commissioned, qualified and acting within and for said state, appeared R. Tarnas and Robert W. Hardy, personally known to me, or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument, who stated that they were a Vice President and Vice President, respectively, of THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Co-Trustee as to property, real or personal, situated or being in Missouri (the “Missouri Co-Trustee”), and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said Missouri Co-Trustee; and further stated that they had so signed, executed and delivered the same for the consideration, uses and purposes therein mentioned and set forth.

On this 27th day of November, 2018, before me personally appeared R. Tarnas, personally known to me, or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and, who, being by me duly sworn, did depose and say that he is a Vice President of THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, one of the entities described in and which executed the above instrument; that he knows the seal of said National Association; that the seal affixed to said instrument is such seal; that it was so affixed by authority of its Board of Directors, and that he signed his name thereto by like authority.

On this 27th day of November, 2018, before me appeared Robert W. Hardy, personally known to me, or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and, who, being by me duly sworn, did say that he is a Vice President of THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, and that the seal affixed to the foregoing instrument is the seal of the Missouri Co-Trustee, and that said instrument was signed and sealed on behalf of said National Association by authority of its Board of Directors, and he/she acknowledged said instrument to be the free act and deed of said entity.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said City and State the day and year last above written.

/s/ Lucille A. Rosario

Lucille A. Rosario

Notary Public, State of Illinois

My Commission Expires May 26, 2021

A-8.9.1.1.

Exhibit 4.2

BORROWER ASSUMPTION AGREEMENT

This Borrower Assumption Agreement (this “ Borrower Assumption Agreement ”) is dated as of November 30, 2018 and is entered into by and among ENTERGY ARKANSAS, INC., a Texas corporation (the “ Predecessor ”), and ENTERGY ARKANSAS 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 Second Amended and Restated Credit Agreement, dated as of September 14, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified, the “ Credit Agreement ”), among Entergy Arkansas, Inc., the Lenders and LC Issuing Banks parties thereto and Citibank, N.A., as the Administrative Agent.



1.	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 the Predecessor, subject to and in accordance with Section 2.20 of the Credit Agreement, as of the date of this Borrower Assumption Agreement, (i) all of the 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 Loan Documents, any other documents or instruments delivered pursuant thereto or the 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.



2.	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 Arkansas, 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.



6.	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 Page Follows.]

PREDECESSOR

ENTERGY ARKANSAS, INC.

By: /s/ Steven C. McNeal

Name: Steven C. McNeal

Title: Vice President and Treasurer

SUCCESSOR

ENTERGY ARKANSAS POWER, LLC

By: /s/ Steven C. McNeal

Name: Steven C. McNeal

Title: Vice President and Treasurer