a10a.htm




Exhibit 10(a)







SIXTH AMENDMENT


TO


THE ENTERGY CORPORATION AND SUBSIDIARY COMPANIES


INTERCOMPANY INCOME TAX ALLOCATION AGREEMENT







This Sixth Amendment (the “Sixth Amendment”) to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (the “Tax Agreement”) is effective for all payments after September 30, 2010, related to any taxable year, and is made by Entergy Corporation (“ETR”) and each entity that is a member of the Entergy Corporation and Subsidiary Companies’ consolidated group, as defined in Treas. Reg. § 1.1502-1(h) (collectively, the “Entergy System”).







WITNESSETH:







WHEREAS, ETR and the other members of the Entergy System desire to amend the Tax Agreement, which was effective for taxable years 1987 and thereafter.







NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and undertakings contained in this Tax Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each member of the Entergy System does hereby covenant and agree as follows:








	
1.  

	
DEFINITIONS.  As used in this Sixth Amendment, 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):












“Automatic Inclusion Clause” shall mean the provision contained in the Fourth Amendment to the Tax Agreement that automatically makes new members of the Entergy System parties to the Tax Agreement.







“Code” shall mean the Internal Revenue Code of 1986, as amended.







“Final Determination” shall mean the resolution of an issue for the taxable year in question by (A) the expiration of the applicable statute of limitations on assessments for the year, as extended by agreement, (B) a decision, judgment, decree or other order by a court of competent jurisdiction, which has become final and unappealable, or (C) a closing agreement or an accepted offer in compromise under § 7121 or 7122 of the Code.







“Non-Regulated Companies” shall mean the companies listed on Schedule 2, attached hereto, and all companies that become members in the future of the Entergy System that are parties to the Tax Agreement.







“Recalculated Federal Tax Allocation” shall mean the net positive or net negative federal tax allocation referenced in paragraph I of the Tax Agreement recalculated by treating all Uncertain Tax Positions of all Non-Regulated Companies for the applicable year as if such Uncertain Tax Positions were ETR’s items of income, deduction, exclusion, gain, loss, or credit rather than items of income, deduction, exclusion, gain, loss, or credit of the Non-Regulated Companies.







“Regulated Companies” shall mean the companies listed on Schedule 3, attached hereto.







“Tax Attributes” shall mean the unutilized net operating loss carryforward or carryback, unutilized minimum tax credit, foreign tax credit, other tax credit, and unutilized capital loss carryforward or carryback of a member of the Entergy System.







“Uncertain Tax Position” shall mean any member’s items of income, deduction, exclusion, gain, loss, or credit, for any taxable year, related to any of the following: (a) the adoption of certain accounting methods set forth in Schedule 1, (b) the application of such methods, (c) the application of Treas. Reg. § 1.1502-13(g) to intercompany power purchase agreements, (d) the inclusion of decommissioning liabilities in the consideration allocable under Code § 1060 with respect to acquisitions of nuclear power plants, and (e) the inclusion of decommissioning trust assets in the asset classes to which consideration is allocable under Code § 1060 with respect to acquisitions of nuclear power plants.  An item of income, deduction, exclusion, gain, loss, or credit ceases to be an Uncertain Tax Position upon a Final Determination with respect to such item.








	
2.  

	
NON-REGULATED COMPANY PAYMENTS.  For purposes of calculating payments between ETR and each Non-Regulated Company under Paragraph I of the Tax Agreement, the Recalculated Federal Tax Allocation shall be used in lieu of the federal tax allocation that would have been used if this amendment had not been executed.  For the avoidance of doubt:  (a) in computing the Recalculated Federal Tax Allocation for the Non-Regulated Companies, all Uncertain Tax Positions of all Non-Regulated Companies for the applicable year are treated as if such Uncertain Tax Positions are ETR’s items of income, deduction, exclusion, gain, loss, or credit rather than items of income, deduction, exclusion, gain, loss, or credit of the Non-Regulated Companies, (b)  any Tax Attribute carried forward from a prior year will be recalculated by treating all Uncertain Tax Positions of all Non-Regulated Companies for the year in which such Tax Attribute arose as if such Uncertain Tax Positions were ETR’s Uncertain Tax Positions, and (c) nothing in this Sixth Amendment is intended to change the payments under Paragraph I of the Tax Agreement for a member of the Entergy System that is a Regulated Company.  Any Non-Regulated Company having a net positive Recalculated Federal Tax Allocation shall pay such amount to ETR, with either cash or a note with reasonable commercial terms, in accordance with Paragraph I of the Tax Agreement.  When a subsequent event, as described in paragraph 17 of the Tax Agreement, occurs, then any Non-Regulated Company having a net positive Recalculated Federal Tax Allocation shall pay, with either cash or a note with reasonable commercial terms, such amount, less any previous payments for such tax year, within 14 business days after ETR tenders demand for payment; provided, however, that the amount due under this clause can never be less than zero.












If a Non-Regulated Company is allocated a net negative Recalculated Federal Tax Allocation, such Non-Regulated Company shall not be entitled to any payment.  Additionally, if as a result of a subsequent event, a Non-Regulated Company is allocated a net positive Recalculated Federal Tax Allocation which is less than the previous net positive Recalculated Federal Tax Allocation for such tax year, then such Non-Regulated Company shall not be entitled to any payment.







 



	
3.  

	
ALL NEW MEMBERS OF THE ENTERGY SYSTEM TREATED AS NON-REGULATED COMPANIES.  All new members to the Entergy System that become a party to the Tax Agreement as a result of the application of the Automatic Inclusion Clause will be treated as Non-Regulated Companies.












 



	
4.  

	
CERTAIN COMPANIES NOT ELIGIBLE FOR INCLUSION UNDER THE AUTOMATIC INCLUSION CLAUSE.  The Automatic Inclusion Clause is hereby amended and restated to read as follows:  If at any time any member of the Entergy System acquires or creates one or more subsidiary corporations that are includible corporations of the Entergy Corporation and Subsidiary Companies’ consolidated group, the Entergy System agrees that such subsidiary or subsidiaries shall be subject to this Tax Agreement and all references to the creating or acquiring member herein shall thereafter be interpreted to refer to such member and its subsidiary or subsidiaries; provided, however, this provision shall not apply to any corporation or entity treated as a corporation under the Code that is in bankruptcy under Title 11 of the United States Code when it otherwise qualifies to become a member of the Entergy System.













	
5.  

	
EFFECTIVE DATE.  This Sixth Amendment shall be effective for all payments after September 30, 2010, related to any taxable year, until further amended or otherwise terminated.













	
6.  

	
COUNTERPARTS.  It is agreed that this Sixth Amendment may be executed in multiple counterparts.









 







IN WITNESS WHEREOF, each of the parties hereto has caused this Sixth Amendment to be duly executed by one of its duly authorized officers as of the 11th day of October, 2010.












ENTERGY CORPORATION







By:           /s/ Leo P. Denault


Leo P. Denault


Executive Vice President and Chief Financial Officer






















ARKANSAS POWER & LIGHT COMPANY







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















EGS HOLDINGS, INC.







By:           /s/ Eddie Peebles


Eddie Peebles


President






















ENTERGY ARKANSAS, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY GULF STATES LOUISIANA LLC







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY LOUISIANA HOLDINGS, INC.







By:           /s/ Andrew Marsh


Andrew Marsh


Vice President


 

 


 

 


ENTERGY LOUISIANA LLC


 







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY LOUISIANA PROPERTIES LLC







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY MISSISSIPPI, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY NEW NUCLEAR UTILITY DEVELOPMENT LLC







By:           /s/ Andrew Marsh


Andrew Marsh


Vice President






















ENTERGY NEW ORLEANS, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY OPERATIONS, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer












 


ENTERGY SERVICES, INC.


 







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY TEXAS, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















GSG&T, INC







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















GULF STATES UTILITIES COMPANY







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















JACKSON GAS LIGHT COMPANY







By:           /s/ Robert D. Sloan


Robert D. Sloan


President






















MISSISSIPPI POWER & LIGHT COMPANY







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer












 


NEW ORLEANS PUBLIC SERVICE, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















SYSTEM ENERGY RESOURCES, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















SYSTEM FUELS, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















THE LIGHT, HEAT AND WATER COMPANY OF JACKSON, MISSISSIPPI







By:           /s/ Robert D. Sloan


Robert D. Sloan


President






















EAM NELSON HOLDING LLC







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















EN SERVICES II CORPORATION







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer












 


ENEXUS ENERGY CORP







By:           /s/ Wanda C. Curry


Wanda C. Curry


Treasurer






















ENTERGY ASSET MANAGEMENT, INC.







By:           /s/ Tom D. Reagan


Tom D. Reagan


President






















ENTERGY ENTERPRISES, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY GLOBAL LLC







By:           /s/ Douglas Castleberry


Douglas Castleberry


President







ENTERGY GLOBAL POWER OPERATIONS CORPORATION







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY GLOBAL TRADING HOLDINGS, LTD







By:           /s/ Barrett Green


Barrett Green


President







 


ENTERGY HOLDINGS COMPANY LLC







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY INTERNATIONAL HOLDINGS, LTD







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY INVESTMENT HOLDING COMPANY, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY MISSISSIPPI TURBINE COMPANY







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer

















ENTERGY NUCLEAR FINANCE HOLDING, INC.







By:           /s/ Douglas Castleberry


Douglas Castleberry


Vice President






















ENTERGY NUCLEAR FINANCE LLC







By:           /s/ Samuel Agyeman-Yeboah


Samuel Agyeman-Yeboah


President







 


ENTERGY NUCLEAR FUELS COMPANY







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY NUCLEAR GENERATION COMPANY







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY NUCLEAR HOLDING COMPANY







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY NUCLEAR HOLDING COMPANY #1







By:           s/ Samuel Agyeman-Yeboah


Samuel Agyeman-Yeboah


Vice President












ENTERGY NUCLEAR HOLDING COMPANY #2







By:           /s/ Eddie Peebles


Eddie Peebles


Vice President






















ENTERGY NUCLEAR HOLDING COMPANY #3







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer












 


ENTERGY NUCLEAR INDIAN POINT 1&2 INVESTMENT LLC







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY NUCLEAR MIDWEST INVESTMENT COMPANY LLC







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY NUCLEAR NEW YORK INVESTMENT COMPANY I







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY NUCLEAR OPERATIONS, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer












ENTERGY NUCLEAR PFS COMPANY







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY NUCLEAR POTOMAC COMPANY







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer












 


ENTERGY NUCLEAR POWER MARKETING LLC







By:           /s/ Barrett Green


Barrett Green


President






















ENTERGY NUCLEAR TEXAS HOLDING, INC.







By:           /s/ James Striedel


James Striedel


Vice President






















ENTERGY NUCLEAR VERMONT INVESTMENT COMPANY LLC







By:           /s/ Joseph A. Aluise


Joseph A. Aluise


Vice President and Secretary

















ENTERGY NUCLEAR, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer

















ENTERGY POWER & LIGHT COMPANY







By:           /s/ Robert D. Sloan


Robert D. Sloan


President






















ENTERGY POWER E&C HOLDINGS LLC







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer












 


ENTERGY POWER GAS HOLDINGS CORPORATION







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY POWER HOLDINGS, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY POWER OPERATIONS U.S., INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY RESOURCES, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer












ENTERGY RETAIL HOLDING COMPANY







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY SOLUTIONS DISTRICT ENERGY LTD, LLC







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer












 


ENTERGY TECHNOLOGY COMPANY







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















ENTERGY TECHNOLOGY HOLDING COMPANY







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















EP EDEGEL, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer






















EWO MARKETING, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer

















NUCLEAR SERVICES COMPANY LLC







By:           /s/ John T. Herron


John T. Herron


President






















TLG SERVICES, INC.







By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and Treasurer
















  





  











  























Schedule 1







Decommissioning in cost of goods sold under Code § 263A


Mark-to-Market under Code § 475


Industry Director Directive Number 5 under Code § 263A


Units of Property under Code § 263


Repairs under Code §§ 162 and 263


Activity Based Costing under Code § 263A






  





  











  













Schedule 2







Non-Regulated Companies:


EAM Nelson Holding LLC


EN Services II Corporation


Enexus Energy Corp


Entergy Asset Management, Inc.


Entergy Enterprises, Inc.


Entergy Global LLC


Entergy Global Power Operations Corporation


Entergy Global Trading Holdings, LTD


Entergy Holdings Company LLC


Entergy International Holdings LTD


Entergy Investment Holding Company, Inc.


Entergy Mississippi Turbine Company


Entergy Nuclear Finance Holding, Inc.


Entergy Nuclear Finance LLC


Entergy Nuclear Fuels Company


Entergy Nuclear Generation Company


Entergy Nuclear Holding Company


Entergy Nuclear Holding Company #1


Entergy Nuclear Holding Company #2


Entergy Nuclear Holding Company #3


Entergy Nuclear Indian Point 1&2 Investments LLC


Entergy Nuclear Midwest Investment Company, LLC


Entergy Nuclear New York Investment Company I


Entergy Nuclear Operations, Inc.


Entergy Nuclear PFS Company


Entergy Nuclear Potomac Company


Entergy Nuclear Power Marketing LLC


Entergy Nuclear Texas Holding, Inc.


Entergy Nuclear Vermont Investment Company LLC


Entergy Nuclear, Inc.


Entergy Power & Light Company


Entergy Power E&C Holdings LLC


Entergy Power Gas Holdings Corporation


Entergy Power Holdings, Inc.


Entergy Power Operations U.S., Inc.


Entergy Resources Inc.


Entergy Retail Holding Company


Entergy Solutions District Energy Ltd, LLC


Entergy Technology Company


Entergy Technology Holding Company


EP Edegel, Inc.


EWO Marketing Inc.


Nuclear Services Company LLC


TLG Services, Inc.






  





  











  













Schedule 3







Regulated Companies:







Arkansas Power & Light Company


EGS Holdings Inc.


Entergy Arkansas, Inc.


Entergy Gulf States Louisiana L.L.C.


Entergy Louisiana Holdings, Inc


Entergy Louisiana LLC


Entergy Louisiana Properties LLC


Entergy Mississippi, Inc.


Entergy New Nuclear Utility Development LLC


Entergy New Orleans, Inc.


Entergy Operations, Inc.


Entergy Services, Inc.


Entergy Texas, Inc.


GSG&T, Inc.


Gulf States Utilities Company


Jackson Gas Light Company


Mississippi Power & Light Company


New Orleans Public Service Inc.


System Energy Resources, Inc.


System Fuels, Inc.


The Light, Heat and Water Company of Jackson, Mississippi