8-K

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 earliest event reported): September 22, 2005

Commission File Number	Registrant, State of Incorporation, Address and Telephone Number	I.R.S. Employer Identification No.
1-11299	ENTERGY CORPORATION (a Delaware corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 576-4000	72-1229752
1-10764	ENTERGY ARKANSAS, INC. (an Arkansas corporation) 425 West Capitol Avenue, 40th Floor Little Rock, Arkansas 72201 Telephone (501) 377-4000	71-0005900
1-27031	ENTERGY GULF STATES, INC. (a Texas corporation) 350 Pine Street Beaumont, Texas 77701 Telephone (409) 838-6631	74-0662730
1-8474	ENTERGY LOUISIANA, INC. (a Louisiana corporation) 4809 Jefferson Highway Jefferson, Louisiana 70121 Telephone (504) 840-2734	72-0245590
0-320	ENTERGY MISSISSIPPI, INC. (a Mississippi corporation) 308 East Pearl Street Jackson, Mississippi 39201 Telephone (601) 368-5000	64-0205830
0-5807	ENTERGY NEW ORLEANS, INC. (a Louisiana corporation) 1600 Perdido Building New Orleans, Louisiana 70112 Telephone (504) 670-3674	72-0273040
1-9067	SYSTEM ENERGY RESOURCES, INC. (an Arkansas corporation) Echelon One 1340 Echelon Parkway Jackson, Mississippi 39213 Telephone (601) 368-5000	72-0752777

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 (see General Instruction A.2.):

[ ] 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))

Item 1.01. Entry into a Material Definitive Agreement.

(Entergy Corporation)

On September 22, 2005, Entergy Corporation entered into an amendment to its $2 billion, 5-year bank credit facility (the "$2 Billion Facility") by and among Entergy Corporation as borrower, Citibank, N.A., as bank, LC issuing bank and administrative agent, ABN AMRO Bank N.V., as LC issuing bank and bank, and several banks party thereto. The amendment removes as an Event of Default under the $2 Billion Facility the failure or inability of Entergy New Orleans to pay its debts or the institution of a bankruptcy, insolvency, or reorganization proceeding by or against Entergy New Orleans. The amendment is filed herewith as Exhibit 4(a). The $2 Billion Facility is filed as Exhibit 4(d) to Entergy's Quarterly Report on Form 10-Q for the period ended June 30, 2005.

On September 23, 2005, Entergy Corporation entered into amendments to its two Amended and Restated Credit Agreements among Entergy Corporation, as borrower, Bayerische Hypo-Und Vereinsbank, AG, New York Branch, as bank, and Bayerische Hypo-Und Vereinsbank, AG, New York Branch, as administrative agent. The amendments remove as an Event of Default under the Amended and Restated Credit Agreements the failure or inability of Entergy New Orleans to pay its debts or the institution of a bankruptcy, insolvency, or reorganization proceeding by or against Entergy New Orleans. The amendments are filed herewith as Exhibits 4(b) and 4(c). The Amended and Restated Credit Agreements are filed as Exhibits 4(f) and (g) to Entergy's Quarterly Report on Form 10-Q for the period ended June 30, 2005.

In addition to these credit agreement amendments, on September 22, 2005 the letter of credit agreement that supports the long-term debt obligation that an Entergy Non-Utility Nuclear subsidiary owes to the New York Power Authority (NYPA) was also amended to remove as an event of default the failure or inability of Entergy New Orleans to pay its debts or the institution of a bankruptcy, insolvency, or reorganization proceeding by or against Entergy New Orleans.

(Entergy New Orleans)

See the information included in Item 2.03 below regarding the DIP Credit Agreement entered into between Entergy Corporation and Entergy New Orleans.

Item 1.03. Bankruptcy or Receivership.

(Entergy New Orleans)

On September 23, 2005, Entergy New Orleans filed a voluntary petition in the United States Bankruptcy Court for the Eastern District of Louisiana seeking reorganization relief under the provisions of Chapter 11 of the United States Bankruptcy Code (Case No. 05-17697). The case has been assigned to the Honorable Jerry A. Brown. Entergy New Orleans continues to operate its business as a debtor-in-possession under the jurisdiction of the bankruptcy court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the bankruptcy court.

On September 26, 2005, the bankruptcy court issued an order that allowed Entergy New Orleans to enter into the DIP Credit Agreement with Entergy Corporation described more fully in Item 2.03 herein, and approved on an interim basis loans under the agreement totaling up to $100 million. The bankruptcy court also issued orders allowing Entergy New Orleans to pay certain pre-petition vendors deemed critical to its restoration efforts and allowing Entergy New Orleans to pay certain pre-petition wages, employee benefits, and employment-related taxes. Entergy Corporation provided $60 million to Entergy New Orleans on September 26, 2005 under the DIP Credit Agreement to enable Entergy New Orleans to meet its near-term obligations in its restoration effort, including payments under certain purchased power and gas supply agreements. The bankruptcy court scheduled a hearing for December 7, 2005 to consider entry of an order granting final approval of the DIP Credit Agreement, including the priori ty and lien status of the indebtedness under that agreement.

Item 2.03 Creation of a Direct Financial Obligation

(Entergy Corporation)

On September 26, 2005, Entergy Corporation drew $200 Million on its $2 Billion Facility. As of September 27, 2005, amounts outstanding under the $2 Billion Facility are as follows (in millions):

FACILITY	CAPACITY	BORROWINGS	LETTERS OF CREDIT	CAPACITY AVAILABLE
5-Year Facility	$2,000	$1,195	$209	$596

(Entergy New Orleans)

On September 26, 2005, Entergy New Orleans, as borrower, and Entergy Corporation, as lender, entered into the DIP Credit Agreement, a revolving debtor-in-possession credit facility to provide funding to Entergy New Orleans for its business restoration efforts. The credit facility provides for up to $100 million in loans on an interim basis pending final bankruptcy court approval of the DIP Credit Agreement. If the DIP Credit Agreement receives final bankruptcy court approval, the facility amount will increase to $200 million. Entergy New Orleans will use borrowings under the facility to fund its working capital and general corporate requirements, including restoration costs.

Borrowings under the DIP Credit Agreement will be repaid in full, and the agreement will terminate, at the earliest of (i) August 23, 2006, or such later date as Entergy Corporation shall agree to in its sole discretion, (ii) December 10, 2005, if a final order that is satisfactory to Entergy Corporation approving the DIP Credit Agreement shall not have been entered on or prior to such date, (iii) the acceleration of the loans and the termination of the DIP Credit Agreement in accordance with its terms, (iv) the date of the closing of a sale of all or substantially all of Entergy New Orleans' assets pursuant to section 363 of the Bankruptcy Code or a confirmed plan of reorganization, and (v) the effective date of a plan of reorganization in Entergy New Orleans' bankruptcy case.

As security for Entergy Corporation as the lender, all borrowings by Entergy New Orleans under the DIP Credit Agreement are: (i) entitled to superpriority administrative claim status pursuant to section 364(c)(1) of the Bankruptcy Code; (ii) secured by a perfected first priority lien on all unencumbered property of Entergy New Orleans pursuant to section 364(c)(2) of the Bankruptcy Code; (iii) secured by a perfected junior lien pursuant to section 364(c)(3) of the Bankruptcy Code on all property of Entergy New Orleans subject to perfected and non-avoidable liens that existed as of the date Entergy New Orleans filed its bankruptcy petition; and (iv) secured by a perfected first priority, senior priming lien pursuant to section 364(d)(1) of the Bankruptcy Code on all property of Entergy New Orleans that is subject to valid, perfected and non-avoidable liens that existed as of the date Entergy New Orleans filed its bankruptcy petition; provided, however, that the superpriority liens granted t o Entergy Corporation pursuant to section 364(d)(1) of the Bankruptcy Code shall not be effective unless and until the bankruptcy court issues a final order approving the DIP Credit Agreement, in which case such priming liens shall be deemed to have been effective as of the date Entergy New Orleans filed its bankruptcy petition.

The interest rate on borrowings under the DIP Credit Agreement will be the average interest rate of borrowings outstanding under Entergy Corporation's $2 Billion Facility, which currently is approximately 4.6% per annum.

Events of default under the DIP Credit Agreement include: failure to make payment of any installment of principal or interest when due and payable; the occurrence of a change of control of Entergy New Orleans; the failure of Entergy Corporation to receive, on or prior to November 30, 2005, approval from the SEC regarding the charging of interest under the DIP Credit Agreement; failure by either Entergy New Orleans or Entergy Corporation to receive other necessary governmental approvals and consents; the occurrence of an event having a materially adverse effect on Entergy New Orleans or its prospects; and customary bankruptcy-related defaults, including, without limitation, appointment of a trustee, "responsible person," or examiner with expanded powers, conversion of Entergy New Orleans' chapter 11 case to a case under chapter 7 of the Bankruptcy Code, and the interim or final orders approving the DIP Credit Agreement being stayed or modified or ceasing to be in full force and e ffect.

Entergy New Orleans borrowed $60 million under the DIP Credit Agreement on September 26, 2005.

The DIP Credit Agreement is attached as Exhibit 4(d) hereto.

Item 5.02 Departure and Election of Directors

(Entergy New Orleans)

On September 22, 2005, Leo Denault, Richard Smith and Mark Savoff, each of whom is an officer of Entergy Corporation, resigned as members of the board of directors of Entergy New Orleans because of a potential conflict of interest with their duties and responsibilities to Entergy Corporation. To replace them, on September 22, 2005, Entergy Corporation, the owner of all of the outstanding common shares of Entergy New Orleans, elected Tracie Boutte and Roderick West as members of the board of directors of Entergy New Orleans.

Item 8.01. Other Events.

(Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and System Energy)

See the information in Items 1.03 and 2.03 herein regarding the bankruptcy petition that Entergy New Orleans filed on September 23, 2005 and the debtor-in-possession financing facility entered into by Entergy Corporation and Entergy New Orleans. As described more fully in Entergy's 2004 Form 10-K, Entergy New Orleans is a wholly-owned subsidiary of Entergy Corporation, and is an affiliate of and transacts business with Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and System Energy.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
4(a)	Amendment dated as of September 22, 2005, to the Credit Agreement, dated as of May 25, 2005, among Entergy Corporation, the Banks (Citibank, N.A., ABN AMRO Bank N.V., BNP Paribas, J. P. Morgan Chase Bank, The Royal Bank of Scotland plc, Barclays Bank PLC, Calyon New York Branch, KeyBank National Association, Morgan Stanley Bank, The Bank of New York, Wachovia Bank, N.A., Credit Suisse First Boston (Cayman Islands Branch), Lehman Brothers Bank (FSB), Regions Bank, Societe Generale, Union Bank of California, N.A., Bayerische Hypo-und Vereinsbank AG (New York Branch), Mellon Bank, N.A., KBC Bank N.V., Mizuho Corporate Bank Limited, West LB AG, New York Branch, and UFJ Bank Limited, Citibank, N.A., as Administrative Agent and LC Issuing Bank, and ABN AMRO Bank, N.V., as LC Issuing Bank.
4(b)	Amendment dated as of September 21, 2005, to the Amended and Restated Credit Agreement, dated as of June 30, 2005, among Entergy Corporation, as Borrower, Bayerische Hypo- und Vereinsbank AG, New York Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Administrative Agent.
4(c)	Amendment dated as of September 21, 2005, to the Amended and Restated Credit Agreement, dated as of June 30, 2005, among Entergy Corporation, as Borrower, Bayerische Hypo- und Vereinsbank AG, New York Branch, as Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Administrative Agent.
4(d)	DIP Credit Agreement, dated as of September 26, 2005, between Entergy New Orleans, Inc., as a debtor-in-possession and Entergy Corporation, as Lender.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Entergy Corporation
Entergy Arkansas, Inc.
Entergy Gulf States, Inc.
Entergy Louisiana, Inc.
Entergy Mississippi, Inc.
Entergy New Orleans, Inc.
System Energy Resources, Inc.

By: /s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and
Chief Accounting Officer

Dated: September 28, 2005

EX-4

Exhibit 4(a)
CONFORMED COPY

AMENDMENT

Dated as of September 22, 2005

To the Lenders parties to the Credit Agreement
   and the Administrative Agent referred to below

Ladies and Gentlemen:

Reference is made to the Credit Agreement, dated as of May 25, 2005 (the "Credit Agreement"), among Entergy Corporation (the "Borrower"), the lenders parties thereto, Citibank, N.A., as Administrative Agent ("Administrative Agent") and LC Issuing Bank, and ABN Amro Bank N.V., as LC Issuing Bank. Capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.

Section 1. Amendments. The parties agree that, subject to the satisfaction of the conditions precedent to effectiveness set forth below, the Credit Agreement is, as of the date hereof, hereby amended as follows:

(a) Subsection (e) of Section 6.01 is amended and restated in its entirety to read as follows:

"(e) The Borrower or any Significant Subsidiary shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any Significant Subsidiary seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proc eeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any Significant Subsidiary shall take any corporate action to authorize or to consent to any of the actions set forth above in this subsection (e); or".

(b) Section 6.02 is amended and restated in its entirety to read as follows:

"SECTION 6.02. Remedies.

If any Prepayment Event or Event of Default shall occur and be continuing, then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances and the obligation of each LC Issuing Bank to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order fo r relief with respect to the Borrower or any Significant Subsidiary under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances and the obligation of each LC Issuing Bank to issue Letters of Credit shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower."

Section 2. Conditions to Effectiveness. Section 1 of this Amendment shall be effective as of the date hereof when and if (i) the Borrower and the Majority Lenders shall have executed and delivered to the Administrative Agent executed counterparts of this Amendment, and (ii) the representations and warranties of the Borrower set forth in Section 3 below shall be true and correct on and as of such date of effectiveness as though made on and as of such date.

Section 3. Representations and Warranties. The Borrower represents and warrants that (i) the representations and warranties contained in Article IV (other than Sections 4.01(e) and (f)) of the Credit Agreement, as amended hereby (with each reference therein to "this Agreement", "hereunder" and words of like import referring to the Credit Agreement being deemed to be a reference to this Amendment and the Credit Agreement, as amended hereby), are true and correct on and as of the date hereof as though made on and as of such date, (ii) the consolidated financial statements of the Borrower and its subsidiaries as of December 31, 2004 and for the year ended on such date, as set forth in the Borrower's Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 20 05 and June 30, 2005 and for the fiscal periods ended on such dates set forth in the Borrower's Quarterly Reports on Form 10-Q for the fiscal quarters ended on such dates, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present (subject, in the case of such statements dated March 31, 2005 and June 30, 2005, to year-end adjustments) the consolidated financial condition of the Borrower and its subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its subsidiaries for the periods ended on such dates, in accordance with generally accepted accounting principles consistently applied, (iii) except as disclosed in the Borrower's Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2005 and June 30, 2005 and the Borrower's Current Report on Form 8-K filed with the SEC on September 20, 2005, since December 31, 2004, there has been no material adverse change in the financial condition or operatio ns of the Borrower, (iv) except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, the Borrower's Quarterly Reports on Form 10-Q for the periods ended March 31, 2005 and June 30, 2005 and the Borrower's Current Report on Form 8-K filed with the SEC on September 20, 2005, (A) there is no pending or threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator that, if determined adversely, could reasonably be expected to have a material adverse effect upon the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or on its ability to perform its obligations under this Agreement, or that purports to affect the legality, validity, binding effect or enforceability of this Agreement and (B) there has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a material adverse effe ct, and (v) no event has occurred and is continuing, or would result from the execution and delivery of this Amendment, that constitutes a Prepayment Event or an Event of Default or that would constitute a Prepayment Event or an Event of Default but for the requirement that notice be given or time elapse or both.

Section 4. Effect on the Credit Agreement. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of any of the Credit Agreement. Except as expressly amended above, the Credit Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. This Amendment shall be binding on the parties hereto and their respective successors and permitted assigns under the Credit Agreement.

Section 5. Costs, Expenses and Taxes. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and any other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto, and all costs and expenses (including, without limitation, counsel fees and expenses), if any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment or such other instruments and documents. In addition, the Borrower agrees to pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Amendment and any other instruments and documents to be delivered hereunder, and agree jointly and severally to save the Lenders and the Administrative Agent har mless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes.

Section 6. Counterparts. This Amendment may be executed in any number of counterparts and by any combination of the parties hereto in separate counterparts, each of which counterparts shall constitute an original, and all of which taken together shall constitute one and the same instrument.

Section 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of page intentionally left blank.]

If you consent and agree to the foregoing, please evidence such consent and agreement by executing and returning four counterparts of this Amendment to King & Spalding LLP, 1185 Avenue of the Americas, New York, New York 10036, Attention: Daniel Shtob (fax no. 212-556-2222, dshtob@kslaw.com) no later than 5:00 p.m., New York City time, on Thursday, September 22, 2005.

Very truly yours,

ENTERGY CORPORATION

By: /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

The undersigned hereby consent
and agree to the foregoing:

CITIBANK, N.A.,

By /s/ J. Nicholas McKee
Name: J. Nicholas McKee
Title: Managing Director

ABN AMRO BANK N.V.

By /s/ R. Scott Donaldson
Name: R. Scott Donaldson
Title: Vice President

By /s/ John Reed
Name: John Reed
Title: Director

BARCLAYS BANK PLC

By /s/ Sydney G.. Dennis
Name: Sydney G.. Dennis
Title: Director

BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH

By &#
Name:
Title:

By
Name:
Title:

BNP PARIBAS

By /s/ Francis J. Delaney
Name: Francis J. Delaney
Title: Managing Director

By /s/ Mark A. Renaud
Name: Mark A. Renaud
Title: Managing Director

CALYON NEW YORK BRANCH

By
Name:
Title:

By
Name:
Title:

CREDIT SUISSE, CAYMAN ISLANDS BRANCH (formerly known as CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH)

By /s/ Thomas Cantello
Name: Thomas Cantello
Title: Vice President

By /s/ Gregory Richards
Name: Gregory Richards
Title: Associate

JPMORGAN CHASE BANK N.A.

By /s/ Michael J. DeForge
Name: Michael J. DeForge
Title: Vice President

KBC BANK N.V.

By /s/ Eric Raskin
Name: Eric Raskin
Title: Vice President

By /s/ Robert Snauffer
Name: Robert Snauffer
Title: First Vice President

KEYBANK NATIONAL ASSOCIATION

By /s/ Sherrie I. Manson
Name: Sherrie I. Manson
Title: Vice President

LEHMAN BROTHERS BANK, FSB

By /s/ Janine M. Shugan
Name: Janine M. Shugan
Title: Authorized Signatory

MELLON BANK, N.A.

By /s/ Richard A. Matthews
Name: Richard A. Matthews
Title: First Vice President

MIZUHO CORPORATE BANK, LTD.

By Raymond Ventura
Name: Raymond Ventura
Title: Senior Vice President

MORGAN STANLEY BANK

By
Name:
Title:

REGIONS BANK

By /s/ Mark Burr
Name: Mark Burr
Title: SVP Corp. Banking

SOCIETE GENERALE

By /s/ Wayne Hutton
Name: Wayne Hutton
Title: Managing Director

THE BANK OF NEW YORK

By /s/ Peter W. Keller
Name: Peter W. Keller
Title: Managing Director

THE ROYAL BANK OF SCOTLAND PLC

By /s/ Emily Freedman
Name: Emily Freedman
Title: Vice President

UFJ BANK LIMITED

By
Name:
Title:

UNION BANK OF CALIFORNIA, N.A.

By
Name:
Title:

WACHOVIA BANK, NA

By /s/ Lawrence P. Sullivan
Name: Lawrence P. Sullivan
Title: Director

WEST LB AG, NEW YORK BRANCH

By /s/ Felicia La Forgia
Name: Felicia La Forgia
Title: Director

By /s/Anthony Alessandro
Name: Anthony Alessandro
Title: Associate Director

EX-4

Exhibit 4(b)

AMENDMENT

Dated as of September 21, 2005

To the Lenders parties to the Credit Agreement
and the Administrative Agent referred to below

Ladies and Gentlemen:

Reference is made to the $60,000,000 Amended and Restated Credit Agreement, dated as of June 30, 2005 (the "Credit Agreement"), among Entergy Corporation (the "Borrower"), the lenders parties thereto, and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent ("Administrative Agent"). Capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.

Section 1. Amendments. The parties agree that, subject to the satisfaction of the conditions precedent to effectiveness set forth below, the Credit Agreement is, as of the date hereof, hereby amended as follows:

(a) Subsection (e) of Section 6.01 is amended and restated in its entirety to read as follows:

"(e) The Borrower or any Significant Subsidiary shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any Significant Subsidiary seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proc eeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any Significant Subsidiary shall take any corporate action to authorize or to consent to any of the actions set forth above in this subsection (e); or".

(b) Section 6.02 is amended and restated in its entirety to read as follows:

"SECTION 6.02. Remedies.

If any Prepayment Event or Event of Default shall occur and be continuing, then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower or any Significant Subsidiary un der the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower."

Section 2. Conditions to Effectiveness. Section 1 of this Amendment shall be effective as of the date hereof when and if (i) the Borrower and the Majority Lenders shall have executed and delivered to the Administrative Agent executed counterparts of this Amendment, (ii) the representations and warranties of the Borrower set forth in Section 3 below shall be true and correct on and as of such date of effectiveness as though made on and as of such date, and (iii) the Borrower and each Significant Subsidiary shall have obtained an amendment similar in form and substance to this Amendment to each credit facility under which the bankruptcy of Entergy New Orleans would be a default.

Section 3. Representations and Warranties. The Borrower represents and warrants that (i) the representations and warranties contained in Article IV (other than Sections 4.01(e) and (f)) of the Credit Agreement, as amended hereby (with each reference therein to "this Agreement", "hereunder" and words of like import referring to the Credit Agreement being deemed to be a reference to this Amendment and the Credit Agreement, as amended hereby), are true and correct on and as of the date hereof as though made on and as of such date, (ii) the consolidated financial statements of the Borrower and its subsidiaries as of December 31, 2004 and for the year ended on such date, as set forth in the Borrower's Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 20 05 and June 30, 2005 and for the fiscal periods ended on such dates set forth in the Borrower's Quarterly Reports on Form 10-Q for the fiscal quarters ended on such dates, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present (subject, in the case of such statements dated March 31, 2005 and June 30, 2005, to year-end adjustments) the consolidated financial condition of the Borrower and its subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its subsidiaries for the periods ended on such dates, in accordance with generally accepted accounting principles consistently applied, (iii) except as disclosed in the Borrower's Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2005 and June 30, 2005 and the Borrower's Current Report on Form 8-K filed with the SEC on September 20, 2005, since December 31, 2004, there has been no material adverse change in the financial condition or operatio ns of the Borrower, (iv) except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, the Borrower's Quarterly Reports on Form 10-Q for the periods ended March 31, 2005 and June 30, 2005 and the Borrower's Current Report on Form 8-K filed with the SEC on September 20, 2005, (A) there is no pending or threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator that, if determined adversely, could reasonably be expected to have a material adverse effect upon the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or on its ability to perform its obligations under this Agreement, or that purports to affect the legality, validity, binding effect or enforceability of this Agreement and (B) there has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a material adverse effe ct, and (v) no event has occurred and is continuing, or would result from the execution and delivery of this Amendment, that constitutes a Prepayment Event or an Event of Default or that would constitute a Prepayment Event or an Event of Default but for the requirement that notice be given or time elapse or both.

Section 4. Effect on the Credit Agreement. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of any of the Credit Agreement. Except as expressly amended above, the Credit Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. This Amendment shall be binding on the parties hereto and their respective successors and permitted assigns under the Credit Agreement.

Section 5. Costs, Expenses and Taxes. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and any other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto, and all costs and expenses (including, without limitation, counsel fees and expenses), if any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment or such other instruments and documents. In addition, the Borrower agrees to pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Amendment and any other instruments and documents to be delivered hereunder, and agrees jointly and severally to save the Lenders and the Administrative Agent ha rmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes.

Section 6. Counterparts. This Amendment may be executed in any number of counterparts and by any combination of the parties hereto in separate counterparts, each of which counterparts shall constitute an original, and all of which taken together shall constitute one and the same instrument.

Section 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of page intentionally left blank.]

If you consent and agree to the foregoing, please evidence such consent and agreement by executing and returning four counterparts of this Amendment to Thelen Reid & Priest LLP by facsimile transmission, Attention: Kimberly Reisler, fax no. 212-829-2116 no later than 5:00 p.m., New York City time, on Thursday, September 22, 2005.

Very truly yours,

ENTERGY CORPORATION

By /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

The undersigned hereby consent
and agree to the foregoing:

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

By /s/ William W. Hunter
Name: William W. Hunter
Title: Director

By /s/ Shannon Batchman
Name: Shannon Batchman
Title: Director

EX-4

Exhibit 4(c)

AMENDMENT

Dated as of September 21, 2005

To the Lenders parties to the Credit Agreement
and the Administrative Agent referred to below

Ladies and Gentlemen:

Reference is made to the $35,000,000 Amended and Restated Credit Agreement, dated as of June 30, 2005 (the "Credit Agreement"), among Entergy Corporation (the "Borrower"), the lenders parties thereto, and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent ("Administrative Agent"). Capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.

Section 1. Amendments. The parties agree that, subject to the satisfaction of the conditions precedent to effectiveness set forth below, the Credit Agreement is, as of the date hereof, hereby amended as follows:

(a) Subsection (e) of Section 6.01 is amended and restated in its entirety to read as follows:

"(e) The Borrower or any Significant Subsidiary shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any Significant Subsidiary seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proc eeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any Significant Subsidiary shall take any corporate action to authorize or to consent to any of the actions set forth above in this subsection (e); or".

(b) Section 6.02 is amended and restated in its entirety to read as follows:

"SECTION 6.02. Remedies.

If any Prepayment Event or Event of Default shall occur and be continuing, then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower or any Significant Subsidiary un der the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower."

Section 2. Conditions to Effectiveness. Section 1 of this Amendment shall be effective as of the date hereof when and if (i) the Borrower and the Majority Lenders shall have executed and delivered to the Administrative Agent executed counterparts of this Amendment, (ii) the representations and warranties of the Borrower set forth in Section 3 below shall be true and correct on and as of such date of effectiveness as though made on and as of such date, and (iii) the Borrower and each Significant Subsidiary shall have obtained an amendment similar in form and substance to this Amendment to each credit facility under which the bankruptcy of Entergy New Orleans would be a default.

Section 3. Representations and Warranties. The Borrower represents and warrants that (i) the representations and warranties contained in Article IV (other than Sections 4.01(e) and (f)) of the Credit Agreement, as amended hereby (with each reference therein to "this Agreement", "hereunder" and words of like import referring to the Credit Agreement being deemed to be a reference to this Amendment and the Credit Agreement, as amended hereby), are true and correct on and as of the date hereof as though made on and as of such date, (ii) the consolidated financial statements of the Borrower and its subsidiaries as of December 31, 2004 and for the year ended on such date, as set forth in the Borrower's Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 20 05 and June 30, 2005 and for the fiscal periods ended on such dates set forth in the Borrower's Quarterly Reports on Form 10-Q for the fiscal quarters ended on such dates, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present (subject, in the case of such statements dated March 31, 2005 and June 30, 2005, to year-end adjustments) the consolidated financial condition of the Borrower and its subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its subsidiaries for the periods ended on such dates, in accordance with generally accepted accounting principles consistently applied, (iii) except as disclosed in the Borrower's Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2005 and June 30, 2005 and the Borrower's Current Report on Form 8-K filed with the SEC on September 20, 2005, since December 31, 2004, there has been no material adverse change in the financial condition or operatio ns of the Borrower, (iv) except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, the Borrower's Quarterly Reports on Form 10-Q for the periods ended March 31, 2005 and June 30, 2005 and the Borrower's Current Report on Form 8-K filed with the SEC on September 20, 2005, (A) there is no pending or threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator that, if determined adversely, could reasonably be expected to have a material adverse effect upon the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or on its ability to perform its obligations under this Agreement, or that purports to affect the legality, validity, binding effect or enforceability of this Agreement and (B) there has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a material adverse effe ct, and (v) no event has occurred and is continuing, or would result from the execution and delivery of this Amendment, that constitutes a Prepayment Event or an Event of Default or that would constitute a Prepayment Event or an Event of Default but for the requirement that notice be given or time elapse or both.

Section 4. Effect on the Credit Agreement. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of any of the Credit Agreement. Except as expressly amended above, the Credit Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. This Amendment shall be binding on the parties hereto and their respective successors and permitted assigns under the Credit Agreement.

Section 5. Costs, Expenses and Taxes. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and any other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto, and all costs and expenses (including, without limitation, counsel fees and expenses), if any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment or such other instruments and documents. In addition, the Borrower agrees to pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Amendment and any other instruments and documents to be delivered hereunder, and agrees jointly and severally to save the Lenders and the Administrative Agent ha rmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes.

Section 6. Counterparts. This Amendment may be executed in any number of counterparts and by any combination of the parties hereto in separate counterparts, each of which counterparts shall constitute an original, and all of which taken together shall constitute one and the same instrument.

Section 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

If you consent and agree to the foregoing, please evidence such consent and agreement by executing and returning four counterparts of this Amendment to Thelen Reid & Priest LLP by facsimile transmission, Attention: Kimberly Reisler, fax no. 212-829-2116 no later than 5:00 p.m., New York City time, on Thursday, September 22, 2005.

Very truly yours,

ENTERGY CORPORATION

By /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

The undersigned hereby consent
and agree to the foregoing:

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

By /s/ William W. Hunter
Name: William W. Hunter
Title: Director

By /s/ Shannon Batchman
Name: Shannon Batchman
Title: Director

EX-4

Exhibit 4(d)

DIP CREDIT AGREEMENT

This DIP CREDIT AGREEMENT (this "Agreement"), dated as of September 26, 2005, is entered into by and between Entergy New Orleans, Inc., a Louisiana corporation, as a debtor-in-possession ("Borrower"), and Entergy Corporation, a Delaware corporation ("Lender").

W I T N E S S E T H:

WHEREAS, on September 23, 2005 (the "Petition Date"), Borrower commenced Chapter 11 Case No. 05-17697 (the "Chapter 11 Case") by filing a voluntary petition for reorganization under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. 101 et seq. (the "Bankruptcy Code"), with the United States Bankruptcy Court for the Eastern District of Louisiana (the "Bankruptcy Court"). Borrower continues to operate its business and manage its property as a debtor and debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code.

WHEREAS, Borrower has requested that Lender provide a secured uncommitted revolving credit facility to Borrower of up to Two Hundred Million Dollars ($200,000,000) to fund the working capital and general corporate requirements of Borrower, including reconstruction costs, during the pendency of the Chapter 11 Case;

WHEREAS, Lender may from time to time in its sole discretion, upon the request of Borrower, make loans to Borrower hereunder in amounts not exceeding in the aggregate at any time outstanding Two Hundred Million Dollars ($200,000,000);

WHEREAS, Borrower has agreed to secure all of its obligations under this Agreement by granting to Lender, under and pursuant to the Financing Orders (as defined below), a security interest in and lien upon the Collateral having the priority specified in the Financing Orders.

NOW, THEREFORE, in consideration of the foregoing recitals, and of the mutual covenants, conditions and provisions hereinafter set forth, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower hereby agree as follows:

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

"Business Day" shall mean any day other than a Saturday, Sunday or a public or bank holiday or the equivalent for banks generally under the laws of New York and Louisiana.

"Change of Control" shall occur if Lender shall fail to own or control, directly or indirectly, 100% of the outstanding capital stock of Borrower.

"Collateral" shall have the meaning assigned to such term in the Financing Order.

"Cost of Funds Rate" means, as of any date of determination, a per annum rate equal to the weighted average cost as of such date of all outstanding Borrowings under (and as defined in) that certain Credit Agreement, dated as of May 25, 2005, among Lender, the financial institutions party thereto as "Banks" and Citibank, N.A., as Administrative Agent, as such agreement may be amended, restated, supplemented or otherwise modified from time to time (or any agreement that replaces such agreement as the primary revolving credit facility of Lender). The Cost of Funds Rate shall be calculated daily.

"Interim Order" means, collectively, the order of the Bankruptcy Court entered in the Chapter 11 Case after an interim hearing (assuming satisfaction of the standards prescribed in Section 364 of the Bankruptcy Code and Bankruptcy Rule 4001 and other applicable law), together with all extension, modifications, and amendments thereto, in form and substance satisfactory to Lender, which, among other matters but not by way of limitation, authorizes, on an interim basis, Borrower to execute and perform under the terms of this Agreement.

"Final Order" means, collectively, the order of the Bankruptcy Court entered in the Chapter 11 Case after a final hearing under Bankruptcy Rule 4001(c)(2) or such other procedures as approved by the Bankruptcy Court which order shall be satisfactory in form and substance to Lender (including such additional provisions not present in the Interim Order as Lender shall require), and from which no appeal or motion to reconsider has been timely filed, or if timely filed, such appeal or motion to reconsider has been dismissed or denied (unless Lender waives such requirement), together with all extensions, modifications and amendments thereto, which, among other matters but not by way of limitation, authorizes Borrower to obtain credit, incur (or guaranty) debt, and grant Liens under this Agreement and provides for the super priority of Lender's claim.

"Financing Order" means, the Interim Order or the Final Order, whichever is in effect at the time of any determination hereunder, and "Financing Orders" means the Interim Order and the Final Order, collectively.

"Governmental Authority" means any nation or government, any state, city, province or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever.

"Maturity Date" means the earliest of (a) August 23, 2006, (b) December 10, 2005, if the Final Order has not been entered by the Bankruptcy Court on or prior to such date, (c) the date of acceleration of the Obligations of Borrower hereunder pursuant to Section 6, (d) the date of the closing of a sale of all or substantially all of Borrower's assets pursuant to Section 363 of the Bankruptcy Code or a confirmed plan of reorganization, and (e) the effective date of a plan of reorganization or arrangement in the Chapter 11 Case.

"Maximum Amount" means (i) after entry of the Interim Order and until entry of the Final Order, One Hundred Fifty Million Dollars ($150,000,000) and (ii) after entry of the Final Order, Two Hundred Million Dollars ($200,000,000).

"Obligations" means all unpaid principal of and accrued and unpaid interest on the Loans and all other expenses, reimbursements, indemnities and other obligations of Borrower to Lender hereunder.

"Person" means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, other entity or Governmental Authority.

"SEC Order" means an order or formal written approval by the Securities and Exchange Commission permitting Lender to make the Loans on an interest-bearing and paying basis, in form and substance satisfactory to Lender, and, from and after the date of the Final Order, on a priming lien basis.

2. Revolving Facility.

1. Loans. Lender may, in its sole discretion, upon request of Borrower in accordance with Section 1(b), make loans (each a "Loan" and collectively, the "Loans") to Borrower from time to time prior to the Maturity Date; provided, that after giving effect to any such Loan the aggregate principal amount of Loans outstanding under this Agreement shall not exceed the Maximum Amount. Borrower may borrow, repay, and, in the sole discretion of Lender, reborrow amounts hereunder in accordance with the terms hereof.
2. Borrowing Requests. Borrower may from time to time request a Loan under Section 1(a) by providing Lender with a borrowing request in writing or by telephone (or as otherwise agreed between Borrower and Lender) specifying (a) the amount of the requested Loan and (b) the requested date thereof, which shall be a Business Day. Lender, in its discretion, will make such Loan to Borrower by wire transfer in accordance with the instructions provided by Borrower (or as otherwise agreed between Borrower and Lender).
3. Interest.
1. Each Loan evidenced by this Agreement shall bear interest from the respective date of borrowing until the date of repayment by maturity, acceleration or otherwise. Interest shall accrue on the principal balance of each Loan from time to time outstanding hereunder at the Cost of Funds Rate, payable monthly. Borrower shall pay interest in cash on each such Loan in arrears on a date during each month to be specified by Lender, commencing with the date to be specified by Lender for the month of October. In addition, on any partial or complete payment or prepayment of principal of the Loans, Borrower shall pay the accrued and unpaid interest on any portion of the Loans so paid or prepaid. Upon the occurrence and during the continuance of an Event of Default, (x) the outstanding principal amount of the Loans (and any overdue interest) shall bear interest at the Cost of Funds Rate plus 5.00% per annum, computed and payable as provided above and (y) Lender may require the payment in cash of accrued in terest on demand or at regular intervals more frequent than monthly. In no event shall the interest rate under this paragraph (i) exceed the maximum rate permitted under applicable law.
2. Notwithstanding paragraph (i) of this Section 2(c), the outstanding Loans hereunder shall not accrue interest at any time prior to receipt by Lender of the SEC Order. Upon receipt by Lender of the SEC Order, each Loan shall be deemed to have accrued interest nunc pro tunc to the respective date of borrowing in accordance with paragraph (i) above, and all such accrued interest which otherwise would have come due hereunder had the SEC Order been in full force and effect shall be immediately due and payable.

3. Payment.

1. Payment at Maturity. All Loans shall be repaid by Borrower on the Maturity Date together with any accrued and unpaid interest on the principal being repaid on the Maturity Date.
2. Prepayments. All cash receipts of Borrower shall be promptly paid to Lender for application to the Loans, subject to being reborrowed in accordance with the terms hereof.
3. Method of Payment. All payments hereunder, including without limitation all payments of principal of and interest on the Loans, shall be made to Lender at its address referred to in Section 8(b) (or as otherwise agreed between Borrower and Lender) in immediately available funds. Whenever any payment hereunder becomes due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the interest due. Any payment made to Lender shall be applied in the following order: first, to the payment of any expenses owing to Lender; second, to the payment of interest on the Loans; third, to the payment of the principal amount of the Loans outstanding; and fourth, to any other amounts owing to Lender hereunder.

4. Conditions to Effectiveness. This Agreement shall become effective as of the date first above written upon satisfaction of each of the following:

1. Agreement. This Agreement or counterparts hereof shall have been duly executed by, and delivered to, Borrower and Lender.
2. Approvals. Lender shall have received satisfactory evidence that Borrower has obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement.
3. [RESERVED]
4. Interim Order. Entry by the Bankruptcy Court of the Interim Order by no later than September 26, 2005, in form and substance satisfactory to Lender.

5. Events of Default. Each of the following events shall be referred to herein as an "Event of Default":

1. failure to make any payment of any installment of principal of or interest upon any Loan when due and payable; or
2. the occurrence of any Change of Control; or
3. Lender shall not have received, on or prior to November 30, 2005, the SEC Order; or
4. either Lender or Borrower shall have failed to receive, as and when required, any consent or approval from any Governmental Authority necessary in order for such party to perform its obligations hereunder in accordance with all applicable laws, rules and regulations; or
5. Borrower or its property shall become subject to any law, rule, regulation, tariff or rate ruling issued by any Governmental Authority that shall have, in the reasonable judgment of Lender, a material adverse effect on the ability of Borrower to collect reasonable fees and charges for its products and services; or
6. any event occurs that has, or could reasonably be expected to have, a material adverse effect on the business, assets, operations, prospects or financial or other condition of Borrower; or
7. the occurrence of any of the following in the Chapter 11 Case:
1. the entry of an order amending, supplementing, staying, vacating or otherwise modifying this Agreement or the Interim Order or the Final Order without the written consent of Lender (other than the replacement of the Interim Order with the Final Order);
2. the appointment of an interim or permanent trustee in the Chapter 11 Case or the appointment of a responsible person or an examiner in the Chapter 11 Case with expanded powers to operate or manage the financial affairs, the business, or reorganization of Borrower;
3. the dismissal of the Chapter 11 Case, or the conversion of the Chapter 11 Case from one under Chapter 11 to one under Chapter 7 of the Bankruptcy Code;
4. the entry of an order by the Bankruptcy Court granting relief from or modifying the automatic stay of Section 362 of the Bankruptcy Code (x) to allow any creditor to execute upon or enforce a Lien on any Collateral or (y) to permit the perfection of any Lien on the Collateral unless such Lien is or shall be junior in priority to the Liens of Lender therein (other than Liens equal to or senior to the Liens of Lender under and in accordance with the Financing Order);
5. the entry of an order in the Chapter 11 Case avoiding or requiring repayment of any portion of the payments made on account of the Obligations owing under this Agreement;
6. the entry of an order in the Chapter 11 Case granting any other super priority administrative claim or Lien equal or superior to that granted to Lender (other than claims and Liens equal to or senior to the claims and Liens of Lender under and in accordance with the Financing Order); or
7. the Financing Order ceases to be in full force and effect.

6. Remedies.

(a) Certain Action Following a Default. If any Event of Default shall occur, then in each and every such case, Lender may, in its sole discretion (i) by notice in writing to Borrower (with copies to the Official Committee of Unsecured Creditors appointed in the Chapter 11 Case, the Office of the United States Trustee and Bank of New York, as Indenture Trustee for the Borrower's first mortgage bonds, and its counsel; provided, however, that failure to deliver such copies shall not in any way affect the validity or effectiveness of such notice) declare all or any part of the unpaid balance of the Loans then outstanding to be immediately due and payable and (ii) subject to such limitations, if any, set forth in the Financing Order, exercise any rights and remedies of Lender.

(b) Cumulative Remedies. To the extent not prohibited by applicable law which cannot be waived, all of Lender's rights hereunder and under any other document between Lender and Borrower shall be cumulative.

(c) Waivers. To the extent that such waiver is not prohibited by the provisions of applicable law that cannot be waived, Borrower hereby waives (1) all presentments, demands for performance, notices of nonperformance (except to the extent required by this Agreement), protests, notices of protest and notices of dishonor; (2) any requirement of diligence or promptness on the part of Lender in the enforcement of its rights under this Agreement; (3) any and all notices of every kind and description which may be required to be given by any statute or rule of law; and (4) any defense (other than indefeasible payment in full) which it may now or hereafter have with respect to its liability under this Agreement.

7. Indemnification. Borrower agrees to indemnify, defend, and hold and save harmless Lender and its employees, agents, directors, members, management, officers or other affiliates (collectively, "Indemnitees") from any losses, damages, claims, actions, demands, or lawsuits of any kind whatsoever (including reasonably attorneys' fees) arising in any way directly or indirectly out of the transactions contemplated by this Agreement, except such as may be caused by the gross negligence or willful misconduct of the applicable Indemnitee. This Section 7 shall survive termination of this Agreement.

8. Miscellaneous.

1. Expenses. Borrower agrees to pay all out-of-pocket expenses of Lender (including the reasonable fees and expenses of its counsel) in connection with the preparation of this Agreement and any amendments or supplements hereof and the enforcement of any provision of this Agreement or any such amendment or supplement.
2. Notices. Any communication, notice or demand required or permitted to be given hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier at the address or telecopier number set forth in Schedule I hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).
3. Entire Agreement; Severability. This Agreement sets forth the parties' entire agreement and understanding in respect of the subject matter contained herein. Notwithstanding the foregoing, however, the Financing Order shall continue to govern the terms and conditions of the transactions contemplated hereby to the extent inconsistent with, or address matters not addressed in, this Agreement. If any term or provision hereof, or its application to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby and each term hereof shall be valid and enforceable to the fullest extent permitted by applicable law.
4. Assignment. Neither this Agreement nor any of the rights, interests or obligations of Borrower hereunder shall be assigned or otherwise transferred by Borrower, nor may Borrower delegate performance hereunder, except with Lender's prior written consent. Lender may assign this Agreement to any of its subsidiaries or to its or their successors or survivors without Borrower's prior consent.
5. Amendments; Waivers. All amendments, supplements or other modifications hereof must be made by written agreement of the parties hereto.
6. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF LOUISIANA. EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE BANKRUPTCY COURT SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND LENDER PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, THAT LENDER AND BORROWER ACKNOWLEDGE THAT ANY APPEALS FROM THE BANKRUPTCY COURT MAY HAVE TO BE HEARD BY A COURT OTHER THAN THE BANKRUPTCY COURT; PROVIDED FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LENDER.
7. WAIVER OF VENUE. BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN SECTION 8(f). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
8. SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 8(b). NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
9. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
10. Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. A facsimile copy of a signature hereto shall have the same effect as the original of such signature.
11. Reinstatement. In the event that any payment hereunder, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
12. Binding Agreement. This Agreement and all Liens created hereby or pursuant hereto shall be binding upon Borrower, the estate of Borrower, and any trustee or successor in interest of Borrower in the Chapter 11 Case or any subsequent case commenced under Chapter 7 of the Bankruptcy Code. This Agreement shall be binding upon, and inure to the benefit of, the successors of Lender and its assigns, transferees and endorsees. The Liens created by this Agreement and the Financing Orders shall be and remain valid and perfected in the event of the substantive consolidation or conversion of the Chapter 11 Case or any other bankruptcy case of Borrower to a case under Chapter 7 of the Bankruptcy Code or in the event of dismissal of the Chapter 11 Case or the release of any Collateral from the jurisdiction of the Bankruptcy Court for any reason, without the necessity that Lenders file financing statements or otherwise perfect its security interests or Liens under applicable law.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.

ENTERGY NEW ORLEANS, INC.

By: ____________________________________
Name:
Title:

ENTERGY CORPORATION

By: _____________________________________
Name:
Title:

SCHEDULE I

Notice Information

Borrower

[______________]
[______________]
[______________]

with a copy to:

Jones Walker
Four United Plaza
8555 United Plaza Boulevard
Baton Rouge, LA 70809
Attn: R. Patrick Vance, Esq.
Fax: (225) 248-2010

Lender

[______________]
[______________]
[______________]

with a copy to:

Cronin & Vris, LLP
380 Madison Avenue
New York, NY 10017
Attn: J. Ronald Trost, Esq.
Fax: (212) 883-1314

and

Sidley Austin Brown & Wood LLP
10 S. Dearborn St.
Chicago, IL 60603
Attn: Shalom L. Kohn, Esq.
Fax: (312) 853-7036

and

Kantrow Spaht Weaver and Blitzer (APLC)
P.O. Box 2997
Baton Rouge, LA 70821-2997
Attn: David S. Rubin
Fax: (225) 343-0630