exv10w20






Exhibit 10.20




EXECUTION VERSION




Amendment No. 1 to Credit Agreement




          This Amendment No. 1, dated as of October 1, 2009 (this “Amendment”), among
Enexus Energy Corporation, a Delaware corporation (the “Borrower”), the Lenders
(as defined below) party hereto, Citigroup Global Markets Inc. and Goldman Sachs
Lending Partners LLC, as joint book runners and joint lead arrangers (in such capacities,
collectively, the “Arrangers”), BNP Paribas, as administrative agent (in such
capacity, the “Administrative Agent”), amends certain provisions of the Credit Agreement,
dated as of December 23, 2008 (as may be amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among the Borrower, the Lenders and Issuers (in each
case as defined therein) from time to time party thereto, the Arrangers, the Administrative Agent,
and The Bank of Nova Scotia Trust Company of New York, as collateral agent (in such
capacity and together with its successors, the “Collateral Agent”) and Mizuho Corporate
Bank, Ltd., as syndication agent (in such capacity, the “Syndication Agent”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to
such terms in the Credit Agreement.



W i t n e s s e t h:




          Whereas, the Borrower has requested that the Arrangers, the Administrative Agent and
the Lenders agree to certain amendments to the Credit Agreement as set forth herein; and



          Whereas, the Arrangers, the Administrative Agent and the Lenders party hereto
(constituting all Lenders under the Credit Agreement following the Original Outside Date (as
defined below)), agree, subject to the limitations and conditions set forth herein, to amend the
Credit Agreement as set forth herein;



          Now, Therefore, in consideration of the premises and the covenants and obligations
contained herein the parties hereto agree as follows:



     SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT



          The Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below)
and subject to satisfaction (or due waiver) of the conditions set forth in Section 3 (Conditions
Precedent to the Effectiveness of this Amendment) hereof, hereby amended as follows:



          (a) Amendment to the preamble. Paragraph B of the preamble of the Credit Agreement is hereby
amended by (i) replacing “prior to” with “after” and (ii) replacing “100%” with the phrase “at
least 80.1%”.



          (b) Amendments to Article I (Definitions)



               (1) The definition of “Applicable Margin” in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:




          “Applicable Margin” shall mean (a) during the period commencing on the
Funds Availability Date and ending one Business Day after the receipt by the
Administrative Agent of the financial statements for the first full fiscal quarter
ending after the Funds Availability Date required to be delivered pursuant to
Section 5.05(a) or (b), as applicable, with respect to (i) Loans maintained as ABR
Loans, a rate equal to 2.50% per annum and (ii) Loans maintained as Eurodollar
Loans, a rate equal to 3.50% per annum and (b) thereafter, as of any date of
determination, a per annum rate equal to



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the rate set forth below opposite the applicable type of Loan and the then
applicable Consolidated Total Leverage Ratio (determined on the last day of the most
recent fiscal quarter for which financial statements have been delivered pursuant to
Section 5.05(a) or 5.05(b)) set forth below:



	 	 	 	 	 
	Consolidated Total Leverage Ratio	 	ABR Loans	 	Eurodollar Loans
	Greater than or equal to 4.0 to 1
	 	2.75%
	 	3.75%
	Less than 4.0 to 1 and equal to or 

greater than 3.0 to 1
	 	2.50%
	 	3.50%
	Less than 3.0 to 1
	 	2.25%
	 	3.25%







Changes in the Applicable Margin resulting from a change in the Consolidated Total
Leverage Ratio on the last day of any subsequent fiscal quarter shall become
effective as to all Loans upon delivery by the Borrower to the Administrative Agent
of new financial statements pursuant to Section 5.05 (a) or (b), as applicable.
Notwithstanding anything to the contrary set forth in this Agreement (including the
then effective Consolidated Total Leverage Ratio), (i) if the Borrower shall fail to
deliver such financial statements at the time specified in Section 5.05(a) or (b),
as the case may be (such date, the “Financial Statement Delivery Failure
Date”), the Applicable Margin from and including the first day following the
Financial Statement Delivery Failure Date to, but not including, the date the
Borrower delivers to the Administrative Agent such financial statements shall equal
the highest possible Applicable Margin provided for by this definition and (ii) in
the event that the financial statements or compliance certificate delivered pursuant
to Section 5.05 are shown to be inaccurate (regardless of whether this Agreement or
the Commitments are in effect when such inaccuracy is discovered), and such
inaccuracy, if corrected, would have led to a higher Applicable Margin for any
period (an “Applicable Period”) than the Applicable Margin that was applied
for such Applicable Period, then (i) the Borrower shall promptly deliver to the
Administrative Agent a correct Compliance Certificate for such Applicable Period,
(ii) the Applicable Percentage shall be determined by reference to the corrected
Compliance Certificate (but in no event shall the Lenders owe any amounts to the
Borrower) and (iii) the Borrower shall promptly pay to the Administrative Agent the
additional interest owing as a result of such increased Applicable Margin for such
Applicable Period, which payment shall be promptly applied by the Administrative
Agent in accordance with the terms hereof. This paragraph shall not limit the
rights of the Administrative Agent and the Lenders hereunder.



               (2) The definition of “Change of Control” in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:




          “Change of Control” shall mean, (a) from and after the Separation, (i)
the acquisition of beneficial ownership, directly or indirectly, including by merger
or consolidation by any Person or group (within the meaning of the Exchange Act and
the rules of the SEC thereunder as in effect on the date hereof) of shares
representing more than 40% of the aggregate ordinary voting power represented by the
issued and outstanding Capital Stock of the Borrower, (ii) the occupation of a
majority of seats on the Board of Directors of the Borrower by Persons who were
neither (A) members of the Board of Directors of the Borrower on the Funds
Availability Date (the “Funding Date Board”), (B) nominated by the Funding
Date Board, (C) appointed or nominated by directors so nominated or (D) approved by
a majority of the Funding Date Board or by a majority of the members of the Board of
Directors of the Borrower referred to



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in clauses (B) and (C) above (either by a specific vote or by approval of the
proxy statement of the Borrower in which such individual is named as a nominee for
election as a director; provided that such individuals cannot include
persons not recommended for election by the then incumbent Board of Directors unless
such Board of Directors determines reasonably and in good faith that failure to
approve any such persons as members of the Board of Directors could reasonably be
expected to violate a fiduciary duty under Applicable Laws) or (iii) the occurrence
of a “change of control” (or any other defined term having a similar
purpose) as defined in any contract, indenture or other agreement with respect to
Material Indebtedness of the Borrower or any of its Restricted Subsidiaries and (b)
prior to the Separation, Entergy shall cease to own and control all of the economic
and voting rights associated with all of the outstanding Capital Stock of the
Borrower.



               (3) The definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:




          “Consolidated EBITDA” shall mean (a) Consolidated Net Income of the
Borrower and its consolidated Subsidiaries for such period plus (b) the sum of, in
each case to the extent reducing Consolidated Net Income for such period but without
duplication, (i) Consolidated Interest Expense, (ii) any provision for income taxes,
(iii) depreciation, depletion and amortization expenses, (iv) losses from
extraordinary items (including from Commodity Hedging Transactions), (v) costs,
expenses or charges (including any professional or underwriting fees) related to the
Transactions, and (vi) all other non-cash charges and non-cash losses (including (A)
the amount of any compensation deduction as the result of any grant of Capital Stock
or Capital Stock Equivalents to employees, officers, directors or consultants, (B)
losses from early extinguishment of Indebtedness and (C) decommissioning costs)
minus (c) the sum of, in each case to the extent increasing Consolidated Net Income
for such period but without duplication, (i) any credit for income taxes, (ii) gains
from extraordinary items (including from Commodity Hedging Transactions), (iii) any
other non-cash gains or other items which have been added in determining
Consolidated Net Income, (including (A) any reversal of a charge referred to in
clause (b)(vi) above by reason of a decrease in the value of any such Capital Stock
or Capital Stock Equivalent and (B) gains from early extinguishment of
Indebtedness); provided, however, that (i) Consolidated EBITDA of
the Borrower and its consolidated Subsidiaries will exclude the Consolidated EBITDA
attributable to Unrestricted Subsidiaries unless (and solely to the extent) actually
distributed in cash to the Borrower or any Restricted Subsidiary, and (ii) for
purposes of calculating Consolidated EBITDA of the Borrower and its consolidated
Subsidiaries for any period for purposes of the Financial Covenants, (A) the
Consolidated EBITDA of any Person or line of business acquired by the Borrower or
any Restricted Subsidiary pursuant to a Permitted Acquisition made in accordance
with the terms of this Agreement during such period shall be included on a pro forma
basis for such period (assuming the consummation of such acquisition and the
incurrence or assumption of any Indebtedness in connection therewith occurred as of
the first day of such period) and (B) the Consolidated EBITDA of any Person or line
of business sold or otherwise disposed of by the Borrower or any Restricted
Subsidiary during such period shall be excluded for such period (assuming the
consummation of such sale or other disposition and the repayment of any Indebtedness
in connection therewith occurred as of the first day of such period).
Notwithstanding the foregoing, for purposes of calculating Consolidated EBITDA, (i)
in the event the Reorganization occurs after the beginning of any fiscal quarter,
Consolidated EBITDA for such fiscal quarter shall be determined: (A) for the



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period prior to and including the date of Reorganization during such fiscal
quarter, measuring Consolidated EBTIDA on a pro forma basis as if the Subsidiaries
of the Borrower were Subsidiaries of the Borrower from the beginning of such period
plus (B) for the period after the date of Reorganization and ending on the
last day of such fiscal quarter, an amount equal to Consolidated EBITDA for such
period; and (ii) to the extent any Test Period includes one or more fiscal quarters
occurring prior to the fiscal quarter in which the Reorganization occurred,
Consolidated EBITDA for each such prior fiscal quarter shall be measured on a pro
forma basis as if the Subsidiaries of the Borrower were Subsidiaries of the Borrower
from the beginning of such prior fiscal quarter.



               (4) The definition of “Consolidated Interest Expense” in Section 1.01 of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:




          “Consolidated Interest Expense” shall mean, for the Borrower and its
consolidated Subsidiaries for any period, consolidated total cash interest expense
of the Borrower and its consolidated Subsidiaries for such period; provided,
however, that Consolidated Interest Expense of the Borrower and its
consolidated Subsidiaries will (a) exclude cash interest expense of Unrestricted
Subsidiaries and (b) be net of cash interest income. Notwithstanding the foregoing,
for purposes of calculating Consolidated Interest Expense, in the event the
Reorganization occurs after the beginning of any Test Period, Consolidated Interest
Expense for such Test Period shall be deemed to be an amount equal to Consolidated
Interest Expense for the period beginning on the date of the Reorganization and
ending on the last day of such Test Period, divided by the number of days in such
period and multiplied by 365.



               (5) The definition of “Consolidated Total Net Debt” in Section 1.01 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:




          “Consolidated Total Net Debt” shall mean, without duplication, all
liabilities, obligations and indebtedness (whether contingent or otherwise) (i) of
the type specified in clauses (a), (b), (d) and (e) of the definition of
“Indebtedness” (in the case of indebtedness specified in such clause (d), as
reported over time in accordance with GAAP), (ii) in respect of Capital Lease
Obligations permitted under Section 6.01(f), (iii) for reimbursement obligations in
respect of drawn letters of credit (including, with respect to any Loan Party,
Letters of Credit issued hereunder), (iv) under any Guarantee of obligations of the
type described in clauses (i) through (iii) of this definition; and (v) in respect
of unfunded vested benefits under plans covered by Title IV of ERISA, in each case
actually owing by the Borrower and the Restricted Subsidiaries on such date and to
the extent appearing on the balance sheet of the Borrower determined on a
consolidated basis in accordance with GAAP (provided that the amount of any Capital
Lease Obligations or any such Indebtedness issued at a discount to its face value
shall be determined in accordance with GAAP); provided, however, that
notwithstanding the foregoing, “Consolidated Total Net Debt” shall not include the
unfunded portion of any Credit Support Facilities or any Guarantees of the
obligations thereof and shall be net of (x) Unrestricted Cash and (y) cash or Cash
Equivalents posted as collateral in respect of Credit Support Facilities not secured
by the Collateral (but only to the extent of any Indebtedness of the type specified
in clauses (a) and (b) of the definition of Indebtedness and clause (iii) above in
respect of the Credit Support Facility for which such cash or Cash Equivalents have
been posted).



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               (6) The definition of “Environmental Laws” in Section 1.01 of the Credit Agreement is hereby
amended by inserting the word “permits,” after the words “legally binding” in the second line
thereof.



               (7) Clause (viii) of the definition of “Excluded Assets” in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:



                    (viii) cash and Cash Equivalents subject to Liens pursuant to clauses (b), (n), (w) and (z) of
Section 6.02; and



               (8) The definition of “Interest Rate Hedging Transactions” is hereby amended by deleting the
period at the end of such definition and replacing it with “and, in any case, not entered into for
speculative purposes. For the avoidance of doubt, the determination as to whether or not an
Interest Rate Hedging Transaction is speculative shall be made as of the date such Interest Rate
Hedging Transaction is entered into by the Borrower or any Restricted Subsidiary.”



               (9) The definition of “Loan Documents” in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:




          “Loan Documents” shall mean this Agreement, Amendment No. 1, the
Entergy Side Letter, any Notes delivered hereunder, the Security Documents, the Fee
Letter, the Letter of Credit Fee Letter, any Intercompany Debt Subordination
Agreement and each certificate, agreement or document executed by a Loan Party and
delivered to the Arrangers, the Administrative Agent, the Collateral Agent or any
Lender in connection with or pursuant to any of the foregoing.



               (10) The definition of “Outside Date” in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:



                    “Outside Date” shall mean July 1, 2010.



               (11) The definition of “Registration Statement” in Section 1.01 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:




          “Registration Statement” shall mean the Borrower’s Exchange Act
Registration Statement on Form 10 filed with the SEC, including the exhibits filed
therewith and the information statement contained therein, in the form that such
filed Registration Statement would be in were it to be amended through the draft
Amendment No. 4 posted to Intralinks for Lender review on September 15, 2009, and
including any further amendment or modification of the terms thereof (except to the
extent that such amendment or modification is materially adverse to the Lenders, in
which case the Arrangers and the Required Lenders shall have given their prior
written consent to such amendment or modification).



               (12) The definition of “Separation Documents” in Section 1.01 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:




          “Separation Documents” shall mean (i) the Separation and Distribution
Agreement by and between Entergy and the Borrower and (ii) the Limited Liability
Company Agreement of EquaGen by and among Entergy EquaGen Holdings, LLC,



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Enexus EquaGen Holdings, LLC and EquaGen, each as in effect on the Funds
Availability Date, in each case together with the schedules and exhibits thereto.



               (13) The definition of “Signing Date” in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:



                    “Signing Date” shall mean December 23, 2008.



               (14) The definition of “Total Commitments” in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:




          “Total Commitments” shall mean, at any time, the aggregate amount of
the Commitments, as in effect at such time. The Total Commitments on the Amendment
No. 1 Effective Date is $1,200,000,000.



               (15) The definition of “Transactions” in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:




          “Transactions” shall mean, collectively, (i) the Reorganization, (ii)
the Separation, (iii) the execution, delivery and performance by the Loan Parties of
the Transaction Documents to which they are a party, including the Borrowings
hereunder, the issuance of the Senior Notes, the issuance of Letters of Credit and
the use of proceeds of each of the foregoing, and (iv) the granting of Liens
pursuant to the Security Documents.



               (16) The definition of “Unrestricted Cash” in Section 1.01 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:




          “Unrestricted Cash” shall mean all cash or Cash Equivalents (in each
case, free and clear of all Liens except as described in clause (ii) of the proviso
below and except for (a) nonconsensual Liens permitted by Section 6.02 and (b) Liens
of the Collateral Agent pursuant to the Security Documents ) included in the cash
and cash equivalents accounts listed on the consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as of such date; provided that
Unrestricted Cash shall (i) exclude cash or Cash Equivalents of any Unrestricted
Subsidiary or any Foreign Subsidiary and (ii) except to the extent captured in
clause (i) of this proviso, include the proceeds of Indebtedness of the types set
forth in clauses (a) or (b) of the definition of Indebtedness to the extent posted
as collateral in respect of undrawn letters of credit.



               (17) The definition of “Unused Commitment Fee Rate” in Section 1.01 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:




          “Unused Commitment Fee Rate” shall mean a rate per annum equal to
0.75%.



               (18) The following definitions are hereby inserted in Section 1.01 of the Credit Agreement in
the appropriate place to preserve the alphabetical order of the definition thereunder:



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          “Amendment No. 1” shall mean that certain Amendment No. 1 to the Credit
Agreement, dated as of October 1, 2009 among the Borrower, the Lenders party thereto
and the Administrative Agent.




          “Amendment No. 1 Effective Date” shall mean the “Amendment No. 1
Effective Date” as defined in Amendment No. 1.




          “Available Liquidity” shall mean, at any time, the (a) then effective
Commitments minus (b) the Revolving Credit Outstandings plus (c)
Unrestricted Cash.




          “Entergy Credit Agreement” shall mean that certain Credit Agreement,
dated as of August 2, 2007, by and among Entergy, the banks named therein as banks,
Citibank, N.A., as administrative agent and LC issuing bank, ABN Amro Bank N.V. and
Bank of Nova Scotia, as LC issuing banks, the other LC issuing banks from time to
time party thereto, Citigroup Global Markets Inc., as sole lead arranger & book
manager, ABN Amro Bank N.V., BNP Paribas, JPMorgan Chase Bank, N.A. and The Royal
Bank of Scotland, as co-syndication agents, as such agreement is in effect on the
Amendment No. 1 Effective Date.




          “Entergy Side Letter” shall mean, to the extent delivered pursuant to
Section 4.03(o) of this Agreement, that certain side letter dated as of the Funds
Availability Date by Entergy addressed to the Administrative Agent, the Arrangers
and the Lenders.




          “Non-Extending Lenders” shall mean the Lenders with Commitments
hereunder on the Signing Date that do not consent to Amendment No. 1.




          “Original Outside Date” shall mean October 1, 2009.




          “Pledge and Control Agreement” means a pledge and control agreement in
form and substance reasonably satisfactory to the Arrangers to be entered into by
and among the Borrower, the trustee under the Senior Notes and a securities
intermediary.



          (c) Amendments to Article II (The Credits).



               (1) Section 2.03 of the Credit Agreement is hereby amended by replacing the words “and for the
account of the Borrower” in the second and third lines thereof to with the words “for the account
of the Borrower or the other Persons described in Section 3.13 in accordance with this Agreement”.



               (2) Section 2.12 of the Credit Agreement is hereby amended by replacing all references to
“Section 2.7 of the Intercreditor Agreement” contained therein with “Section 2.8 of the
Intercreditor Agreement”.



               (3) Section 2.21 of the Credit Agreement is hereby amended by replacing the number
“$500,000,000” in the fifth line thereof with “$475,000,000”.



          (d) Amendments to Article III (Representations and Warranties).



               (1) Section 3.06 of the Credit Agreement is hereby amended by replacing the date “December 31,
2007” with “December 31, 2008”.



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               (2) Section 3.07(a) of the Credit Agreement is hereby amended by replacing the words “other
than Liens expressly permitted by clauses (a), (f) and (g) of Section 6.02” in the last two lines
thereof with “other than Liens permitted by clauses (a), (c), (f), (g) and (m) of Section 6.02 and
pari passu Liens permitted by clause (bb) of Section 6.02”.



               (3) Section 3.09(a) of the Credit Agreement is hereby amended by inserting the parenthetical
“(but not including, in each case, any claims based on the Environmental Laws which are the subject
of Section 3.17)” before the period at the end thereof.



               (4) Section 3.13 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:




          SECTION 3.13. Use of Proceeds. Subject to Section 6.07(a), after the
Funds Availability Date, the Borrower will use the proceeds of the Loans for the
ongoing working capital requirements, the payment of fees and expenses related to
the Transactions and general corporate purposes of the Borrower and the
Subsidiaries. The Borrower will request the issuance of Letters of Credit solely
for the working capital requirements and general corporate purposes of the Borrower,
its Subsidiaries and EquaGen and its subsidiaries (solely, in the case of EquaGen,
its subsidiaries and subsidiaries of the Borrower that are not Subsidiary
Guarantors, to the extent permitted by Section 6.05(j)). The Borrower and its
Restricted Subsidiaries have not used the proceeds of any Loan to make Dividends
pursuant to or in connection with the Reorganization.



               (5) Section 3.14 of the Credit Agreement is hereby amended by replacing the words “Except as
permitted in clause (e) of the definition of “Permitted Liens”,” in the penultimate
sentence thereof with the words “Except as permitted in clause (e) of Section 6.02,”.



               (6) Section 3.15 of the Credit Agreement is hereby amended by replacing the words “and the
Separation” in the second line thereof with the words “and the Transactions”.



               (7) Clause (iv) of Section 3.17 of the Credit Agreement is hereby amended by inserting the
phrase “except as allowed under Environmental Laws” before the semicolon at the end thereof.



               (8) Section 3.19 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:




          SECTION 3.19. Security Documents. (a) The Guarantee and Collateral
Agreement is effective to create in favor of the Collateral Agent, for the ratable
benefit of the Senior Secured Parties, a legal, valid, binding and enforceable
security interest in the Collateral described therein and proceeds thereof, subject
to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent
transfer and other laws now or hereafter in effect generally affecting rights of
creditors and (including with respect to specific performance) principles of equity,
whether considered in a proceeding in equity or in law and to the discretion of the
court before which any proceeding therefor may be brought, and (i) in the case of
the Pledged Securities, upon the earlier of (A) when such Pledged Securities are
delivered to the Collateral Agent and (B) when financing statements in appropriate
form are filed in the offices specified on Schedule 3.19(a); (ii) in the case of
Deposit Accounts not constituting Excluded Perfection Assets, by the execution and
delivery of Control Agreements providing for “control” as described in



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Section 9-104 of the UCC; (iii) in the case of Securities Accounts not
constituting Excluded Perfection Assets, upon the earlier of (A) the filing of
financing statements in the offices specified on Schedule 3.19(a) and (B) the
execution and delivery of Control Agreements providing for “control” as described in
Section 9-106 of the UCC; and (iv) in the case of all other Collateral described
therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual
Property Collateral, money not credited to a Deposit Account or letter of credit
rights not constituting supporting obligations), when financing statements in
appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien
created by the Guarantee and Collateral Agreement shall constitute a fully perfected
Lien on, all right, title and interest of the Senior Secured Parties in such
Collateral and proceeds thereof, as security for the Secured Obligations arising
hereunder, in each case prior and superior to the rights of any other Person
(except, in the case of all Collateral other than Pledged Securities, with respect
to Permitted Liens afforded priority ahead of the Lien of the Collateral Agent by
operation of law, and in respect of Pledged Securities, the Permitted Liens set
forth in clause (e) of Section 6.02).




          (b) Each Intellectual Property Security Agreement is effective to create in
favor of the Collateral Agent, for the ratable benefit of the Senior Secured
Parties, a legal, valid, binding and enforceable security interest in the
Intellectual Property Collateral described therein and proceeds thereof, subject to
applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer
and other laws now or hereafter in effect generally affecting rights of creditors
and (including with respect to specific performance) principles of equity, whether
considered in a proceeding in equity or in law and to the discretion of the court
before which any proceeding therefor may be brought. When each Intellectual
Property Security Agreement is filed in the United States Patent and Trademark
Office and the United States Copyright Office, respectively, together with financing
statements in appropriate form filed in the offices specified in Schedule 3.19(a),
in each case within the time period prescribed by Applicable Law, the Lien created
by such Intellectual Property Security Agreement shall constitute a fully perfected
Lien on, and security interest in, all right, title and interest of the grantors
thereunder in the Intellectual Property Collateral, as security for the Secured
Obligations arising hereunder, in each case prior and superior in right to any other
Person (except with respect to Permitted Liens afforded priority ahead of the Lien
of the Collateral Agent by operation of law) (it being understood that subsequent
recordings in the United States Patent and Trademark Office and the United States
Copyright Office may be necessary to perfect a Lien on registered trademarks,
trademark applications, patents, patent applications and registered copyrights
acquired by the grantors after the Funds Availability Date and additional filings
and/or other actions may be necessary to perfect the Collateral Agent’s security
interest in Intellectual Property Collateral that is created under the laws of a
jurisdiction outside the United States. Any such additional filings and/or other
actions that may be necessary to perfect the Collateral Agent’s security interest in
registrations and applications for registration of Intellectual Property (as defined
in the Guarantee and Collateral Agreement) included in the Intellectual Property
Collateral that is created under the laws of a jurisdiction outside the United
States shall be described in writing to the Collateral Agent and its legal counsel
by the Borrower or its legal counsel).




          (c) Each of the Mortgages is effective to create in favor of the Collateral
Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid,
binding, subsisting and enforceable Lien on, and security interest in, all of the
Loan



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Parties’ right, title and interest in and to the Mortgaged Property thereunder
and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization,
moratorium, fraudulent transfer and other laws now or hereafter in effect generally
affecting rights of creditors and (including with respect to specific performance)
principles of equity, whether considered in a proceeding in equity or in law, and to
the discretion of the court before which any proceeding therefor may be brought, and
when the Mortgages are recorded in the offices specified on Schedule 3.19(c), the
Lien created by each such Mortgage shall constitute a fully perfected Lien on, and
security interest in, all right, title and interest of the grantors thereof in such
Mortgaged Property and proceeds thereof, as security for the Secured Obligations, in
each case prior and superior in right to any other Person (other than Liens
permitted by clauses (c), (f), (g) and (m) of Section 6.02 and pari passu Liens
permitted by clause (bb) of Section 6.02).



               (9) The words prior to clause (a) of Section 3.24 of the Credit Agreement are hereby amended
and restated in their entirety to read “On the Funds Availability Date, and immediately after the
consummation of each of the Reorganization and the Separation, and to the extent a Credit Event is
being made, immediately following such Credit Event and the application of the proceeds
therefrom,”.



               (10) Section 3.26 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:




          SECTION 3.26. Separation Transactions.




          (a) On the Funds Availability Date and upon the consummation of the Separation
Transactions, each of the Separation Documents shall have been duly executed and
delivered by each Loan Party party thereto and constitutes a legal, valid and
binding obligation of such Loan Party, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.




          (b) On the Funds Availability Date and upon the consummation of the Separation
Transactions, none of the Separation Documents shall have been amended, waived or
otherwise modified from the form of the drafts attached hereto as Exhibit
R and Exhibit S, respectively, in a way that is materially
adverse to the Lenders without the prior consent of the Arrangers and the Required
Lenders and no condition precedent therein to the obligations of the Borrower
waived, altered, amended or otherwise changed or supplemented, in each case in a
manner materially adverse to the interests of the Lenders, without the prior written
consent of the Arrangers and the Required Lenders.




          (c) At the time of Separation and after giving effect thereto, the Separation
Transactions shall have been consummated in all material respects in accordance with
each of the Separation Documents and substantially in the manner described in the
Registration Statement.



               (11) Section 3.27 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:




          SECTION 3.27. Segregation of Cash Management and Business Operations.
The Borrower and its Restricted Subsidiaries have at all times following the



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Funds Availability Date (i) maintained books, financial records and bank
accounts that are separate and distinct from the books, financial records and bank
accounts of Entergy and its subsidiaries, (ii) held themselves out as an entity
separate and distinct from Entergy and any of its subsidiaries (including their
Affiliates), (iii) conducted their own business in their own name, (iv) held all of
their assets in their own name and (v) not identified itself as a division or
department of Entergy or any of its subsidiaries.



          (e) Amendments to Article IV (Conditions Precedent)



               (1) Sections 4.01(c) and 4.03(l) of the Credit Agreement are hereby amended by replacing the
date “December 31, 2007” with “December 31, 2008”.



               (2) Section 4.03(a)(v)(D) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:




          (D) searches of ownership of intellectual property in the appropriate
governmental offices and such patent, trademark and/or copyright filings as may be
requested by the Collateral Agent to the extent necessary or reasonably advisable to
perfect the Collateral Agent’s security interest in intellectual property
Collateral;



               (3) Section 4.03(a)(vii)(B) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:




               (B) fully paid American Land Title Association Lender’s Extended Coverage title
insurance policies (the “Mortgage Policies”) in form and substance, with
endorsements and in amounts, reasonably acceptable to the Collateral Agent, issued
by title insurers acceptable to the Collateral Agent, insuring the Mortgages to be
valid first and subsisting Liens on the property described therein, free and clear
of all defects (including, but not limited to, mechanics’ and materialmen’s Liens)
and encumbrances, excepting only Liens of the type permitted by clause (g) of
Section 6.02, and providing for such other affirmative insurance (including
endorsements for future advances under the Loan Documents, for mechanics’ and
materialmen’s Liens) as the Collateral Agent may deem reasonably necessary or
desirable;



               (4) Section 4.03(a)(vii) of the Credit Agreement is hereby amended by adding the following
proviso after sub-clause (I) thereof:




               provided that notwithstanding clause (A) above, the Mortgage with
respect to the Pilgrim power facility located in the Commonwealth of Massachusetts
and owned by Enexus Nuclear Generation Company may be delivered after the Funds
Availability Date in accordance with Section 5.16 hereof;



               (5) Section 4.03(a)(viii) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:




          (viii) a copy of the Constituent Documents, including all amendments thereto as
of the Funds Availability Date, of each Restricted Subsidiary, and, with respect to
certificates of incorporation, formation or limited partnership, certified as of a
recent date by the Secretary of State or other applicable Governmental Authority of
its respective jurisdiction of organization (provided that with respect to Enexus
Nuclear Generation Company, a Massachusetts corporation, to the extent a certified
copy of



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its certificate of incorporation reflecting the mergers pursuant to the
Reorganization is not yet available from the applicable Secretary of State or other
applicable Governmental Authority, such certificate shall not be a condition to the
Funds Availability Date but shall instead be delivered in accordance with Section
5.16), together with:




               (A) a certificate as to the good standing of the Borrower and each Restricted
Subsidiary, as of a recent date, from the Secretary of State or other applicable
authority of its respective jurisdiction of organization and from each other
jurisdiction where its ownership, lease or operation of properties or the conduct of
its business requires such qualification, together in each case with a certificate
or other evidence of good standing as to payment of any applicable franchise or
similar Taxes from the appropriate taxing authority of each such jurisdiction;




               (B) a certificate of the Secretary or Assistant Secretary of the Borrower and
each Restricted Subsidiary dated the Funds Availability Date and certifying (1) that
the Constituent Documents (x) of the Borrower have not been amended since the
Signing Date except as disclosed in the Registration Statement and (y) of such
Restricted Subsidiary have not been amended since the date of the last amendment
thereto shown on the certificate of good standing from its jurisdiction of
organization furnished pursuant to clause (A) above except as disclosed in the
Registration Statement; (2) that attached thereto is a true and complete copy of the
agreement of limited partnership, operating agreement or by-laws of the Borrower and
each Restricted Subsidiary, as in effect on the Funds Availability Date and at all
times since a date prior to the date of the resolutions described in clause (3)
below, (3) that attached thereto is a true and complete copy of resolutions duly
adopted by the board of directors or other governing body of the Borrower and each
Restricted Subsidiary authorizing the Transactions and the execution, delivery and
performance of the Transaction Documents to which it is to be a party and, in the
case of the Borrower, the borrowings hereunder, and that such resolutions have not
been modified, rescinded or amended and are in full force and effect; and (4) as to
the incumbency and specimen signature of each officer executing any Loan Document or
any other document delivered in connection herewith on behalf of the Borrower and
each Restricted Subsidiary; and




               (C) a certificate of another officer as to the incumbency and specimen
signature of the Secretary or Assistant Secretary executing the certificate pursuant
to clause (B) above;



               (6) Section 4.03(a)(x) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:




          (x) favorable written legal opinions from special Michigan, Vermont, New York
and Massachusetts counsel to the Borrower and the other Loan Parties (which counsel
shall be reasonably satisfactory to the Collateral Agent) addressed to the
Arrangers, the Administrative Agent, the Collateral Agent and each Lender, dated the
Funds Availability Date, substantially in the form of Exhibit J,
Exhibit K, Exhibit L and Exhibit M
hereto respectively and covering such additional matters incident to the
transactions contemplated hereby as the Arrangers or the Required Lenders may
reasonably request;



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               (7) Section 4.03(a)(xiii) of the Credit Agreement is hereby amended by deleting the words “and
(ii) related endorsements to such insurance policies contemplated by Section 5.03; and” and
replacing them with the words “and (ii) related endorsements to such insurance policies naming the
Collateral Agent as loss payee or additional insured, as the case may be; and”



               (8) Section 4.03(f) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:



               (f) Consummation of the Separation Transactions. On or prior to the
Funds Availability Date, there shall have been delivered to the Arrangers true and
correct copies of the Separation Documents, certified as such by a Responsible
Officer of the Borrower. The Separation, including all of the terms and conditions
thereof, shall have been duly approved by the board of directors and (if required by
Applicable Laws) the shareholders of each of Entergy and the Borrower, and all
Separation Documents shall have been duly executed and delivered by the parties
thereto and shall be in full force and effect. The Separation Documents shall not
have been amended, waived or otherwise modified from the form of the drafts attached
hereto as Exhibit R and Exhibit S respectively, in a way that is
materially adverse to the Lenders without the prior consent of the Arrangers and the
Required Lenders and no condition precedent therein to the obligations of the
Borrower waived, altered, amended or otherwise changed or supplemented, in each case
in a manner materially adverse to the interests of the Lenders, without the prior
written consent of the Arrangers and the Required Lenders. On or prior to the Funds
Availability Date, the Reorganization shall have been consummated in accordance with
the Separation Documents and the Registration Statement and in accordance with all
Applicable Laws.



               (9) Section 4.03(g) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:




               (g) Corporate Ratings. The Borrower shall have obtained corporate
credit and corporate family ratings from each of Moody’s and S&P. The ratings
obtained shall be no less than Ba3 from Moody’s and BB- from S&P.



               (10) Section 4.03(i) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:




               (i) Senior Note Issuance. The Borrower shall have issued Senior Notes
pursuant to Rule 144A or another exemption from the registration requirements of the
Securities Act and, if applicable, any Funds Availability Indebtedness, in a
combined aggregate principal amount of not less than $3,000,000,000. The Borrower
shall cause a Responsible Officer to deliver a certificate to the Arrangers
attaching true and correct copies of the Senior Note Documents and, if applicable,
the Funds Availability Indebtedness Documents, as in effect on the Funds
Availability Date.



               (11) Section 4.03 of the Credit Agreement is hereby amended to add a new clause (o) as
follows:




               (o) Entergy Side Letter. If the Separation is to occur after the Funds
Availability Date, the Borrower shall deliver to the Administrative Agent on or
prior to the Funds Availability Date an executed side letter dated as of the Funds
Availability Date from Entergy, in form and substance reasonably acceptable to the
Administrative



- 13 -









 







Agent and the Arrangers, addressed to the Administrative Agent, the Arrangers
and the Lenders and containing (i) representations by Entergy that the Transactions
and the Transaction Documents (A) have been duly authorized by all requisite
corporate action and (B) will not (1) violate, conflict with, result in a breach of
or otherwise constitute a default under (w) any applicable provisions of any
material law, statute, rule or regulation, (x) any organizational documents of
Entergy, its Significant Subsidiaries (as such term is defined in the Entergy Credit
Agreement) or the Borrower, (y) any order of any Governmental Authority or
arbitrator or (z) any provision of any indenture or any material agreement or other
material instrument to which Entergy, its Significant Subsidiaries or the Borrower
are bound or (2) result in the creation or imposition of any Lien (other than Liens
created under the Security Documents) upon or with respect to any property or assets
now owned by Entergy, its Significant Subsidiaries or the Borrower and stating that
such representations are true and correct in all material respects (except to the
extent that such representations are qualified as to materiality, in which case
stating that such representations are true and correct in all respects) and (ii) a
covenant by Entergy similar to those contained in clauses (c) and (d) of Section
6.07 of the Credit Agreement with respect to the Borrower and its Restricted
Subsidiaries for the period from the Funds Availability Date through and including
the date of the Separation.



               (12) Section 4.03 of the Credit Agreement is hereby amended to add a new clause (p) as
follows:




               (p) No Conflicts Opinion for Separation. If the Separation is to occur
after the Funds Availability Date, the Borrower shall deliver to the Administrative
Agent a favorable written legal opinion dated the Funds Availability Date from
Skadden, Arps, Slate, Meagher & Flom LLP, special New York counsel to Entergy, the
Borrower and the other Loan Parties, addressed to the Arrangers, the Administrative
Agent, the Collateral Agent and each Lender, in form and substance reasonably
satisfactory to the Administrative Agent and the Arrangers and stating that there
are no conflicts with certain material agreements of Entergy as a result of the
consummation of the Transactions.



               (13) Section 4.03 of the Credit Agreement is hereby amended to add a new clause (q) as
follows:




               (q) Minimum Available Liquidity. Following the consummation of the
Reorganization (including, for the avoidance of doubt, any Dividends to be made
pursuant to or in connection with the Reorganization) on the Funds Availability
Date, the Borrower and its Restricted Subsidiaries shall have Available Liquidity of
at least $1,250,000,000.



               (14) The final paragraph of Section 4.03 of the Credit Agreement is hereby amended by adding
the words (i) “the Administrative Agent and” prior to the words “each Lender” in the second line of
such paragraph; (ii) “the Administrative Agent or” prior to the words “a Lender” in the fourth line
of such paragraph; and (iii) “the Administrative Agent or” prior to the words “such Lender” in the
fifth line of such paragraph.



          (f) Amendments to Article V (Affirmative Covenants).



               (1) Clause (ii) of the introductory paragraph to Article V is hereby amended and restated in
its entirety to read as follows:



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          (ii) from and after the time the conditions in Section 4.03 have been
satisfied or duly waived on the Funds Availability Date, so long as this Agreement
shall remain in effect and until the Commitments have been terminated and the
principal of and interest on each Loan, all fees and all other expenses or amounts
payable under any Loan Document (other than indemnification and other contingent
obligations in each case not then due and payable) shall have been paid in full and
all Letters of Credit have been canceled or have expired and all amounts drawn
thereunder have been reimbursed in full or reimbursement thereof shall have been
cash-collateralized in an amount equal to 100% of the Letter of Credit Obligations
as of such time, the Borrower will, and will cause each of the Restricted
Subsidiaries to:



               (2) Section 5.05(a) of the Credit Agreement is hereby amended by deleting the parenthetical
“(or, in the case of the fiscal year ending December 31, 2008, the comparable twelve month period
ending December 31, 2007)”.



               (3) Section 5.05(d) of the Credit Agreement is hereby amended by replacing the phrase
“Administrative Agent” with “Collateral Agent” in the last line thereof.



               (4) Section 5.05(g) of the Credit Agreement is hereby amended by inserting “, Separation
Financing Document” after the words “Material Indebtedness” in the third line thereof.



               (5) Section 5.08(b) of the Credit Agreement is hereby amended by replacing the word
“Facilities” in the fourth line thereof with the words “Nuclear Stations”.



               (6) Section 5.08(c) of the Credit Agreement is hereby amended by (i) replacing the words “the
Administrative Agent” in the first two instances that it occurs with the words “either Agent” and
(ii) replacing the words “the Administrative Agent” in the third instance it occurs with the words
“the applicable Agent”.



               (7) Section 5.09 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:




          SECTION 5.09. Use of Proceeds. Use the proceeds of the Loans and
request the issuance of Letters of Credit only for the purposes set forth in Section
3.13. The Borrower and its Restricted Subsidiaries shall not use the proceeds of
any Loan to make Dividends pursuant to or in connection with the Reorganization.



               (8) Section 5.10 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:




          SECTION 5.10. Additional Collateral, etc. (a) With respect to any
property acquired on or after the Funds Availability Date by any Loan Party (other
than Excluded Assets, Excluded Perfection Assets and any property described in
paragraph (b), (c) or (d) below) as to which the Collateral Agent, for the benefit
of the Senior Secured Parties, does not have a perfected Lien, promptly (and, in any
event within 20 Business Days following the date of such acquisition) (i) execute
and deliver to the Administrative Agent and the Collateral Agent such amendments to
the Guarantee and Collateral Agreement or such other documents as the Collateral
Agent deems necessary or reasonably advisable to grant to the Collateral Agent, for
the benefit of the Senior Secured Parties, a security interest in such property and
(ii) take all actions necessary or reasonably advisable to grant to the Collateral
Agent, for the benefit of the Senior



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Secured Parties, a perfected first priority security interest in such property
(subject, in the case of property not constituting Pledged Securities, to Permitted
Liens afforded priority ahead of the Lien of the Collateral Agent by operation of
law, and in the case of Pledged Securities, to Liens permitted by clause (e) of
Section 6.02), including the filing of Uniform Commercial Code financing statements
in such jurisdictions as may be required by the Guarantee and Collateral Agreement
or by law or as may be reasonably requested by the Collateral Agent.




               (b) With respect to any fee interest in any real property or any lease
consisting of real property acquired or leased on or after the Funds Availability
Date by any Loan Party (other than any Excluded Assets and Excluded Perfection
Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute
and deliver a first priority Mortgage (subject only to Liens permitted by clauses
(c), (f), (g) and (m) of Section 6.02 and pari passu Liens permitted by clause (bb)
of Section 6.02) or where appropriate under the circumstances, an amendment to an
existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of
the Senior Secured Parties, covering such real property, (ii) if requested by the
Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A)
title insurance covering such real property in an amount at least equal to the
purchase price of such real property (or such other amount as shall be reasonably
specified by the Administrative Agent) in form and substance reasonably satisfactory
to the Administrative Agent; and (B) a current ALTA survey thereof, complying with
the requirements set forth in Schedule 5.10(b) together with a surveyor’s
certificate (only with respect to (i) any power plant, (ii) any improved real
property, and (iii) any other real property for which an ALTA survey was obtained
when such property was acquired. Notwithstanding the foregoing, such Loan Party
shall obtain or cause to be obtained an ALTA survey complying with the requirements
set forth in Schedule 5.10(b) together with a surveyor’s certificate for any
real property that becomes Collateral pursuant to this section to the extent that
the title company will not remove the survey exception (or endorse over such
exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage
has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to
the existing title policy adding such property as an insured parcel, or a new title
policy if the requirements in the state in which the real property is located do not
allow for such an endorsement, and (y) any consents or estoppels reasonably deemed
necessary or advisable by the Administrative Agent or the Collateral Agent in
connection with such Mortgage or Mortgage amendment (to the extent obtainable using
commercially reasonable efforts), each of the foregoing in form and substance
reasonably satisfactory to the Collateral Agent, (iii) if requested by the
Administrative Agent, deliver to the Administrative Agent and the Collateral Agent
legal opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the Administrative
Agent and the Collateral Agent, (iv) if requested by the Administrative Agent or the
Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a
current appraisal of such real property or other valuation of such Loan Party’s
interest therein in a form and by an appraiser reasonably acceptable to the
Administrative Agent, (v) deliver to the Administrative Agent and the Collateral
Agent a SFHDF with respect to such real property and, to the extent that the SFHDF
indicates that such real property is in a Special Flood Hazard Area as designated by
the Federal Emergency Management Agency, proof that adequate flood insurance, as
required under the National Flood Insurance Program, has been obtained with respect
to such real property and (vi) deliver evidence of zoning compliance satisfactory to
the Collateral Agent or Administrative Agent.



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               (c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary)
created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii)
any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is
designated as a Restricted Subsidiary in accordance with Section 6.11, in each case,
on or after the Funds Availability Date, within twenty (20) days of such creation,
acquisition or designation the Borrower or the applicable Restricted Subsidiary
shall (i) execute and deliver to the Administrative Agent and the Collateral Agent
such amendments to the Guarantee and Collateral Agreement as the Administrative
Agent and the Collateral Agent deem necessary or reasonably advisable to grant to
the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected
first priority security interest in the Capital Stock of such new Subsidiary that is
owned by any Loan Party (subject only to the Liens permitted by clause (e) of
Section 6.02), (ii) deliver to the Collateral Agent any certificates representing
such Capital Stock, together with undated stock powers, in blank, executed and
delivered by a duly authorized officer of the Borrower or such Restricted
Subsidiary, (iii) cause such Subsidiary that is a wholly-owned Subsidiary (A) to
become a party to the Guarantee and Collateral Agreement, and (B) to take such
actions necessary or advisable to grant to the Collateral Agent for the benefit of
the Senior Secured Parties a perfected first priority security interest (subject, in
the case of property not constituting Pledged Securities, to Permitted Liens
afforded priority ahead of the Lien of the Collateral Agent by operation of law, and
in the case of Pledged Securities, to Liens permitted by clause (e) of Section 6.02)
in the Collateral described in the Guarantee and Collateral Agreement with respect
to such new Subsidiary, including the filing of Uniform Commercial Code financing
statements in such jurisdictions as may be required by the Guarantee and Collateral
Agreement or by Applicable Law or as may be reasonably requested by the
Administrative Agent and (iv) if requested by the Administrative Agent, deliver to
the Administrative Agent and the Collateral Agent legal opinions relating to the
matters described above, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Administrative Agent and the Collateral
Agent.




               (d) With respect to (i) any Foreign Subsidiary created or acquired on or after
the Funds Availability Date and directly owned by any Loan Party or (ii) any foreign
Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a
Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan
Party, in each case, on or after the Funds Availability Date , promptly (and, in any
event, within 30 days of the creation or acquisition thereof) (A) execute and
deliver to the Administrative Agent and the Collateral Agent (x) such amendments to
the Guarantee and Collateral Agreement as the Collateral Agent deems necessary or
reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to
the Collateral Agent, for the benefit of the Senior Secured Parties, a perfected
first priority security interest in the Capital Stock of such Foreign Subsidiary
that is owned by any such Loan Party (subject only to the Liens permitted by clause
(e) of Section 6.02 and provided that in no event shall more than 65% of the total
outstanding voting Capital Stock of any such Foreign Subsidiary be required to be so
pledged), (B) if commercially reasonable, deliver to the Collateral Agent the
certificates representing such Capital Stock, together with undated stock power, in
blank, executed and delivered by a duly authorized officer of the relevant Loan
Party, and take such other action as may be necessary or, in the opinion of the
Administrative Agent, desirable to perfect the Collateral Agent’s security interest
therein, and (C) if requested by the Administrative Agent, deliver to the
Administrative Agent and the Collateral Agent legal opinions relating to the matters
described above,



- 17 -









 







which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent and the Collateral Agent.



               (9) Section 5.11(b) of the Credit Agreement is hereby amended to replace the words “after the
Funds Availability Date” with the words “on or after the Funds Availability Date”.



               (10) Clause (i) of Section 5.13 of the Credit Agreement is hereby amended by replacing the
words “each other Loan Party and its Subsidiaries” with “(A) each other Loan Party and its
Subsidiaries and (B) Entergy and its subsidiaries”.



               (11) Clause (vi) of Section 5.13 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:




          (vi) except with respect to an intercompany merger permitted by Section 6.04,
not identify itself as a division or department of (A) any other Loan Party or its
Subsidiaries or (B) Entergy and its subsidiaries; except in each case, as needed for
tax purposes; and



               (12) Section 5.14 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:




          SECTION 5.14. Maintenance of Ratings. Maintain corporate credit and
corporate family ratings for the Borrower from each of Moody’s and S&P.



               (13) Section 5.15(a)(ii) of the Credit Agreement is hereby amended by adding the words “on or”
before the words “after the Funds Availability Date” in the third line thereof.



               (14) Section 5.15(b) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:




          (b) Shall (i) not permit restrictions in any Key Contracts and (ii) use
commercially reasonable efforts to prevent restrictions in joint venture agreements
entered into on or after the Funds Availability Date that would prevent the
Collateral Agent or its designee from enforcing such Key Contract or foreclosing on
such Loan Party’s ownership or Equity Interests in respect of such joint venture
following an exercise of remedies as contemplated in Section 7.03 of this Agreement
or as provided in any Security Document.



               (15) The Credit Agreement is hereby amended to add a new Section 5.16 to read as follows:




          SECTION 5.16. Post Funds Availability Date Deliveries. To the extent
not delivered on or prior to the Funds Availability Date, the Borrower shall or
shall cause Enexus Nuclear Generation Company (or any successor thereto) to deliver
within 5 Business Days after the Funds Availability Date: (a) the certificate of
incorporation or formation, as applicable, that was not delivered pursuant to
Section 4.03(a)(viii) on or prior to the Funds Availability Date and (b) a Mortgage
pursuant to the provisions of Section 4.03(a)(vii) for the Pilgrim power facility
located in the Commonwealth of Massachusetts and owned by Enexus Nuclear Generation
Company.



          (g) Amendments to Article VI (Negative Covenants)



- 18 -









 





               (1) Clause (ii) of the introductory paragraph to Article VI is hereby amended and restated in
its entirety to read as follows:




          (ii) from and after the time the conditions in Section 4.03 have been
satisfied or duly waived on the Funds Availability Date, so long as this Agreement
shall remain in effect and until the Commitments have been terminated and the
principal of and interest on each Loan, all fees and all other expenses or amounts
payable under any Loan Document (other than indemnification and other contingent
obligations in each case not then due and payable) shall have been paid in full and
all Letters of Credit have been cancelled or have expired and all amounts drawn
thereunder have been reimbursed in full or reimbursement thereof shall have been
cash-collateralized in an amount equal to 100% of the Letter of Credit Obligations
as of such time, the Borrower will not, nor will it cause or permit any of its
Restricted Subsidiaries to:



               (2) Clause (c) of Section 6.02 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:




          (c) Liens to secure Indebtedness (including Capital Lease Obligations)
permitted by Section 6.01(f) and (p) hereof covering only the assets acquired with
or financed by such Indebtedness;



               (3) Clause (h) of Section 6.02 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:




          (h) Liens to secure any Permitted Refinancing Indebtedness permitted under
clause (g) of Section 6.01; provided that such Lien shall be limited to all or part
of the same property and assets that secured or, under the written agreements
pursuant to which the original Lien arose, could secure the original Lien (plus
improvements and accessions to such property or proceeds or distributions thereof);



               (4) Clause (n) of Section 6.02 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:




          (n) Liens on cash and Cash Equivalents (i) deposited by the Borrower or any of
the Restricted Subsidiaries in margin accounts with or on behalf of futures contract
brokers or paid over to other counterparties, or (ii) pledged or deposited as
collateral to a contract counterparty or issuer of surety bonds or issuer of letters
of credit by the Borrower or any of the Restricted Subsidiaries, in each case
incurred in the ordinary course of the Permitted Business to secure obligations of
such counterparty or such issuer that are not secured by the Lien of the Collateral
Agent (and, for the avoidance of doubt, the cash and Cash Equivalents described in
clauses (i) and (ii) above shall not include any cash or Cash Equivalents that are
subject to Liens as a result of being pledged or deposited for the benefit of (x)
any Hedge Counterparty Lienholder (as defined in the Intercreditor Agreement) with
respect to any Specified Commodity Hedge Transaction or (y) any Senior Secured Party
with respect to any Specified Credit Support Facilities); provided, that
after incurring Liens of the type set forth in the foregoing clauses (i) and (ii),
the Borrower would be in pro forma compliance with its Financial Covenants as
calculated with the most recent financial information delivered pursuant to Section
5.05(a) or (b) (as applicable);



- 19 -









 





               (5) Section 6.04 of the Credit Agreement is hereby amended by adding a new paragraph following
clause (b) thereof to read as follows:




          Notwithstanding the foregoing, the Loan Parties shall be permitted to carry out
the Separation Transactions on or after the Funds Availability Date in accordance
with the Registration Statement and the Separation Documents.



               (6) Clause (d) of Section 6.05 of the Credit Agreement is hereby amended by adding the word
“aggregate” before the word “amount” in the last line thereof.



               (7) Clause (g) of Section 6.05 of the Credit Agreement is hereby amended by deleting the comma
after the words “Loan Party” in the second line thereof and adding the word “and” following such
words.



               (8) Clause (j) of Section 6.06 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:




          (j) any Restricted Subsidiary may make payments pursuant to tax sharing
agreements among the Borrower and/or its Subsidiaries on customary terms, but only
to the extent attributable to the ownership or operation of such Restricted
Subsidiary;



               (9) Section 6.06 of the Credit Agreement is hereby amended by adding the word “and” following
the semicolon at the end of clause (k) thereof and adding the following new clause (l) after such
clause (k) to read as follows:




          (l) prior to the Separation, the Borrower and any Restricted Subsidiary may
make payments pursuant to tax sharing agreements among Entergy and its Subsidiaries,
but only to the extent attributable to the ownership or operation of the Borrower or
such Restricted Subsidiary, as applicable;



               (10) The proviso at the end of Section 6.06 of the Credit Agreement is hereby amended and
restated in its entirety as follows:




          provided, however that (i) (A) following the delivery of a
blockage notice to the Subsidiary Guarantors under the Senior Note Guarantees and
any Funds Availability Indebtedness Guarantees as provided in the Intercreditor
Agreement and until such notice terminates as set forth in the Intercreditor
Agreement or has otherwise been rescinded or (B) after the occurrence and during the
continuation of any payment default under any Designated Senior Indebtedness (as
such term is defined in the Senior Note Documents as in effect on the Funds
Availability Date), no dividend or distribution of any kind may be made pursuant to
this Section 6.06 or otherwise, the proceeds of which would be used by the Borrower
or any Restricted Subsidiary to pay any obligations owing under the Senior Notes,
any Funds Availability Indebtedness or any Senior Note Guarantees or Funds
Availability Indebtedness Guarantees and (ii) the Dividends contemplated by clauses
(a), (b), (c), (e), (f), (g) and (j) above may only be made from and after the date
of the consummation of the Separation.



               (11) Clause (b)(vi) of Section 6.08 of the Credit Agreement is hereby amended by replacing the
word “Borrowers” with the word “Borrower” in the fourth line thereof.



- 20 -









 





               (12) Clause (b) of Section 6.08 is hereby amended by deleting the “and” at the end of clause
(viii), deleting the period at the end of clause (ix) and replacing it with “and” and adding the
following new clause (x) to read as follows:




          (x) the Separation Transactions; provided that such Separation
Transactions are consummated as set forth in the Registration Statement and the
Separation Documents.



          (h) Amendments to Article VII (Events of Default)



               (1) Clause (c) of Section 7.02 of the Credit Agreement is hereby amended by replacing the word
“Fee” therein with the word “fee”.



               (2) Section 7.02 of the Credit Agreement is hereby amended by deleting the “or” at the end of
clause (k), deleting the period at the end of clause (l) and replacing it with “; or” and adding a
new clause (m) to read as follows:




          (m) on or prior to the date of the Separation, Entergy or any of its
Significant Subsidiaries (as defined in the Entergy Credit Agreement) shall, in
respect of any Indebtedness for money borrowed of Entergy or any Significant
Subsidiary in an aggregate principal amount of $100,000,000 (“Material Entergy
Indebtedness”): (i) fail to pay any principal or interest (regardless of amount
due) when and as the same shall become due and payable (after giving effect to any
applicable grace period) or (ii) (A) in the case of Entergy, suffer the occurrence
of any other event or condition that results in such Material Entergy Indebtedness
becoming due prior to its scheduled maturity or that enables or permits (with or
without the giving of notice, the lapse of time or both) the holder or holders of
such Material Entergy Indebtedness or any trustee or agent on its or their behalf to
cause such Material Entergy Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity or (B) in the case of any Significant Subsidiary, suffer the occurrence of
any other event or condition that results in such Material Entergy Indebtedness
becoming due and payable or required to be prepaid (rather than by a regularly
scheduled required repayment), repurchased, redeemed or defeased prior to its
scheduled maturity; provided, however, that the entry into the debt
assumption agreement between Entergy Texas, Inc. (or its successors or assigns
permitted under the Entergy Credit Agreement) and Entergy Gulf States Louisiana,
Inc. (or its successors or assigns permitted under the Entergy Credit Agreement)
shall not constitute or result in an Event of Default hereunder.



          (i) Amendments to Article IX (Miscellaneous)



               (1) Section 9.02 of the Credit Agreement is hereby amended by replacing the word “Fee” therein
with the word “fee”.



               (2) Section 9.08(b) of the Credit Agreement is hereby amended by deleting the words “prior to
the Funds Availability Date” in the last sentence thereof.



               (3) Section 9.20 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:




          SECTION 9.20. Termination. Notwithstanding anything to the contrary
herein, (i) if the Funds Availability Date shall not have occurred on or prior to
the



- 21 -









 







Original Outside Date, the Commitments of the Non-Extending Lenders hereunder
shall terminate automatically on the Original Outside Date and such Non-Extending
Lenders shall cease to be Lenders for all purposes of this Agreement from and after
the Original Outside Date and (ii) if the Funds Availability Date shall not have
occurred on or prior to the Outside Date, the Commitments of the Lenders hereunder
shall terminate automatically on such Outside Date and this Agreement shall be of no
further force and effect except for those provisions herein that by their terms
expressly survive termination of this Agreement.



          (j) Amendments to Annex III (Signing Date Representations and Warranties)



               (1) Except with respect to Sections 1.05 and 1.13 of Annex III to the Credit Agreement, each
occurrence of the words “Signing Date” in Annex III to the Credit Agreement is hereby replaced with
“Signing Date, the date of Amendment No. 1 and the Amendment No. 1 Effective Date”.



               (2) Section 1.06 of Annex III to the Credit Agreement is hereby amended to replace “December
31, 2007” with “December 31, 2008.”



               (3) Section 1.13 of Annex III to the Credit Agreement is hereby amended and restated in its
entirety to read as follows:




          SECTION 1.13. No Restricted Subsidiaries. As of each of the Signing
Date and the date of Amendment No. 1, there are no Restricted Subsidiaries.



          (k) Amendments to Annex V (Signing Date Affirmative Covenants)



               (1) The introduction to the Signing Date Affirmative Covenants in Annex V to the Credit
Agreement is hereby amended by adding the following new paragraph after the introductory paragraph
thereto:




          Notwithstanding anything to the contrary contained in this Annex V, the
Borrower and its Restricted Subsidiaries shall be permitted to undertake any action
necessary to consummate the Reorganization pursuant to and in accordance with the
Registration Statement, the Separation Documents and Applicable Laws;
provided that the Borrower and the Restricted Subsidiaries shall not
consummate the Reorganization in a manner that materially deviates from the
descriptions thereof set forth in the Registration Statement and the Separation
Documents without the prior written consent of the Arrangers and each Lender.



               (2) Section 1.04 of Annex V to the Credit Agreement is hereby amended by deleting the extra
period at the end thereof.



          (l) Amendments to Annex VI (Signing Date Negative Covenants)



               (1) The second introductory paragraph to the Signing Date Negative Covenants in Annex VI to
the Credit Agreement is hereby amended and restated in its entirety to read as follows:




          Notwithstanding anything to the contrary contained in this Annex VI, the
Borrower and its Restricted Subsidiaries shall be permitted to undertake any action
necessary to consummate the Reorganization pursuant to and in accordance with the



- 22 -









 







Registration Statement, the Separation Documents and Applicable Laws;
provided that the Borrower and the Restricted Subsidiaries shall not
consummate the Reorganization in a manner that materially deviates from the
descriptions thereof set forth in the Registration Statement and the Separation
Documents without the prior written consent of the Arrangers and each Lender.



               (2) Clause (c) of Section 1.02 of Annex VI to the Credit Agreement is hereby amended and
restated in its entirety to read as follows:




          (c) Liens to secure Indebtedness (including Capital Lease Obligations)
permitted by clauses (f) and (p) of Section 1.01 hereof covering only the assets
acquired with or financed by such Indebtedness;



               (3) Clause (h) of Section 1.02 of Annex VI to the Credit Agreement is hereby amended and
restated in its entirety to read as follows:




          (h) Liens to secure any Permitted Refinancing Indebtedness permitted under
clause (g) of Section 1.01; provided that such Lien shall be limited to all or part
of the same property and assets that secured or, under the written agreements
pursuant to which the original Lien arose, could secure the original Lien (plus
improvements and accessions to such property or proceeds or distributions thereof);



               (4) Clause (n) of Section 1.02 of Annex VI to the Credit Agreement is hereby amended and
restated in its entirety to read as follows:




          (n) Liens on cash and Cash Equivalents (i) deposited by the Borrower or any of
the Restricted Subsidiaries in margin accounts with or on behalf of futures contract
brokers or paid over to other counterparties, or (ii) pledged or deposited as
collateral to a contract counterparty or issuer of surety bonds or issuer of letters
of credit by the Borrower or any of the Restricted Subsidiaries, in each case
incurred in the ordinary course of the Permitted Business to secure obligations of
such counterparty or such issuer that are not secured by the Lien of the Collateral
Agent (and, for the avoidance of doubt, the cash and Cash Equivalents described in
clauses (i) and (ii) above shall not include any cash or Cash Equivalents that are
subject to Liens as a result of being pledged or deposited for the benefit of (x)
any Hedge Counterparty Lienholder (as defined in the Intercreditor Agreement) with
respect to any Specified Commodity Hedge Transaction or (y) any Senior Secured Party
with respect to any Specified Credit Support Facilities); provided, that
after incurring Liens of the type set forth in the foregoing clauses (i) and (ii),
the Borrower would be in pro forma compliance with its Financial Covenants as
calculated with the most recent financial information delivered pursuant to Section
5.05(a) or (b) (as applicable);



               (5) clauses (aa), (bb) and (cc) of Section 1.02 of Annex VI to the Credit Agreement are hereby
amended and restated in their entirety to read as follows:




          (aa) Liens, restrictions, regulations, Easements, exceptions or reservations of
any Governmental Authority;




          (bb) Liens to secure Environmental CapEx Debt or Necessary CapEx Debt permitted
by Section 1.01(x) that encumber only the assets purchased, installed or otherwise
acquired with the proceeds of such Environmental CapEx Debt or Necessary



- 23 -









 







CapEx Debt; provided, that the Liens securing such Indebtedness must be pari
passu with, or junior to, the Liens on such assets securing the Secured Obligations;




          (cc) Liens on Indebtedness permitted by Sections 1.01(k) or 1.01(z), to the
extent that Liens are permitted on the underlying Indebtedness with respect thereto;
and



               (6) Section 1.02 of Annex VI to the Credit Agreement is hereby amended by adding a new clause
(dd) at the end of such section:




          (dd) Liens on all funds and other investments property pledged pursuant to the
Pledge and Control Agreement.



               (7) Section 1.03 of Annex VI to the Credit Agreement is hereby amended by deleting the words
“and Sales of Assets” from the caption thereto.



          (m) Amendments to Exhibits



               (1) Exhibit B (Form of Intercompany Debt Subordination Agreement);
Exhibit I-2-A (Funds Availability Date Opinion of Skadden, Arps (Including FERC
Opinion)); Exhibit I-2-B (Funds Availability Date Opinion of Internal Counsel);
Exhibit J (Vermont Local Counsel Opinion (Regulatory and Real Estate));
Exhibit K (Massachusetts Local Counsel Opinion (Corporate, Regulatory and Real
Estate)); Exhibit L (New York Local Counsel Opinion (Regulatory)); Exhibit
M (Michigan Local Counsel Opinion (Regulatory and Real Estate)); Exhibit O
(Form of Guarantee and Collateral Agreement); Exhibit P (Form of Mortgage);
Exhibit P-1 (Michigan Form of Mortgage); Exhibit P-2 (Massachusetts
Form of Mortgage); Exhibit P-3 (Vermont Form of Mortgage); Exhibit R (Form
of Separation and Distribution Agreement); Exhibit S (Form of Limited Liability Company
Agreement of EquaGen); and Exhibit T (Description of Senior Notes) to the Credit
Agreement are hereby replaced by the Exhibits B, I-2-A, I-2-B,
J, K, L, M, O, P, P-1, P-2,
P-3, R, S, and T respectively, in the forms attached hereto as
Annex I.



               (2) Exhibit H to the Credit Agreement is hereby amended by replacing the date
“[___], 2008” with “[___], 20___”.



               (3) Exhibits C, D, E, F, G and H to
the Credit Agreement are hereby amended by inserting the phrase “as amended on October 1, 2009,”
immediately after the phrase “the Credit Agreement dated as of December 23, 2008,”.



               (4) Exhibit N is hereby deleted in its entirety and the reference thereto in the Table
of Contents is hereby and amended and restated in its entirety to read:



               Exhibit N [Intentionally Omitted].



          (n) Amendments to Schedules



               (1) Schedules 1.01(a), 1.01(b), 1.01(d), 2.01, 3.07, 3.08, 3.09(a) (Signing), 3.09(a)
(Funding), 3.17, 3.18, 3.19(a), 3.19(c), 3.20, 3.23(f), 6.01(c) (Funding), 6.02(d) (Funding),
6.07(c) and 6.08(b) to the Credit Agreement are hereby amended and restated in their entirety as
set forth on Annex II hereto.



- 24 -









 





               (2) Schedules 1.1(a), 1.1(b), 4.2(a), 4.3, 4.4, 4.6(a), 4.6(b), 4.8(a), 4.9(a), and 8.2 to
Exhibit B, the Form of Guarantee and Collateral Agreement, are hereby amended and restated
in their entirety as set forth on Annex III hereto.



          (o) Amendments to Table of Contents



               (1) The table of contents shall be updated to reflect the form of the Credit Agreement after
giving effect to the amendments set forth in this Amendment.



     SECTION 2. CONSENT TO AMEND INTERCREDITOR AGREEMENT



          Each Lender consenting to this Amendment hereby consents, authorizes and directs the
Administrative Agent, on behalf of all Lenders, to execute and deliver and to direct the Collateral
Trustee pursuant to an “Act of Instructing Senior Secured Parties” (as defined in the Intercreditor
Agreement) to execute and deliver, amendments to or an amendment and restatment of the
Intercreditor Agreement in the form attached hereto as Annex IV.



     SECTION 3. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT



          This Amendment shall become effective when, and only when each of the following conditions
precedent shall have been satisfied or duly waived by the Administrative Agent and the Arrangers
(the “Amendment No. 1 Effective Date”):



          (a) Certain Documents. The Administrative Agent shall have received each of the following,
each dated the Amendment No. 1 Effective Date, in form and substance satisfactory to the
Administrative Agent:



               (1) this Amendment, executed by the Borrower, the Arrangers, all Lenders party to the Credit
Agreement following the Original Outside Date (as defined herein) and the Administrative Agent;



               (2) a certificate of a Responsible Officer to the effect that each of the conditions set forth
in clauses (c), (d) and (e) below has been satisfied; and



               (3) such additional documentation as the Arrangers or the Administrative Agent may reasonably
require.



          (b) Corporate and Other Proceedings. All corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions contemplated by this
Amendment shall be satisfactory in all respects to the Arrangers and the Administrative Agent;



          (c) Representations and Warranties. Each of the representations and warranties contained in
Annex III (Signing Date Representations and Warranties) to the Credit Agreement and in each other
Loan Document executed and delivered on the Signing Date (in each case, as and to the extent
amended by this Amendment) are true and correct in all material respects (except to the extent that
such representations and warranties are qualified as to materiality, in which case they shall be
true and correct in all respects) on and as of the date hereof and the Amendment No. 1 Effective
Date, in each case as if made on and as of such date and except to the extent that such
representations and warranties specifically relate to a specific date, in which case such
representations and warranties shall be true and correct in all material respects (except to the
extent that such representations and warranties are qualified as to




- 25 -












 




materiality, in which case they shall be true and correct in all respects) as of such specific
date; provided, however, that references therein to the “Credit Agreement”, the “Agreement” or
other similar term shall be deemed to refer to the Credit Agreement or other applicable Loan
Document as amended by this Amendment and after giving effect to the amendments set forth herein;




          (d) No Default or Event of Default. After giving effect to this Amendment, no Default or
Event of Default shall have occurred and be continuing, either on the date hereof or on the
Amendment No. 1 Effective Date;




          (e) No Litigation. No litigation shall have been commenced against any Loan Party or any of
its Subsidiaries, either on the date hereof or the Amendment No. 1 Effective Date, seeking to
restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any
action by any Loan Party required or contemplated by this Amendment or the Credit Agreement or any
Loan Document, in either case as amended hereby; and




          (f) Fees and Expenses Paid. The Borrower shall have paid all fees and expenses set forth in
Section 6 (Fees and Expenses) hereof; and




          (g) Minimum Commitment Amount. Lenders holding Commitments (after giving effect to any
amendments to Schedule 2.01 (Commitments) pursuant to Section 1(n)(1) of this Amendment) of at
least $1,000,000,000 must consent to this Amendment.




          (h) Date. The date shall be October 1, 2009.




     SECTION 4. REPRESENTATIONS AND WARRANTIES



          The Borrower hereby certifies that the following statements are true on the date hereof after
giving effect to this Amendment:




          (a) Representations and Warranties. Each of the representations and warranties contained in
Annex III (Signing Date Representations and Warranties) of the Credit Agreement and each other Loan
Document (executed and delivered on the Signing Date (in each case, as and to the extend amended by
this Amendment)), are true and correct in all material respects (except to the extent that such
representations and warranties are qualified as to materiality, in which case they shall be true
and correct in all respects) on and as of the date hereof and the Amendment No. 1 Effective Date,
in each case as if made on and as of such date and except to the extent that such representations
and warranties specifically relate to a specific date, in which case such representations and
warranties shall be true and correct in all material respects (except to the extent that such
representations and warranties are qualified as to materiality, in which case they shall be true
and correct in all respects) as of such specific date; provided, however, that references therein
to the “Credit Agreement”, the “Agreement” or other similar term shall be deemed to refer to the
Credit Agreement or the applicable Loan Document as amended by this Amendment and after giving
effect to the amendments set forth herein;




          (b) Due execution. The execution, delivery and performance by the Borrower of this Amendment
has been duly authorized by all requisite corporate action and will not violate the Borrower’s
Constituent Documents. This Amendment has been duly executed and delivered by the Borrower and
each of this Amendment and the Credit Agreement as modified hereby constitutes the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other laws now or hereafter in effect relating to creditors’ rights
generally and (including with respect to specific performance) subject to general principles of
equity, regardless of whether considered in a



- 26 -









 






proceeding in equity or at law, and to the discretion of the court before which any proceeding
therefor may be brought; and




          (c) No Default or Event of Default. No Default or Event of Default shall have occurred and be
continuing, either on the date hereof or on the Amendment No. 1 Effective Date.




     SECTION 5. CONTINUING EFFECT; NO OTHER AMENDMENTS OR WAIVERS



          (a) As of the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the
other Loan Documents to the Credit Agreement (including, without limitation, by means of words like
“thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit
Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and
construed as a single instrument. Each of the table of contents and lists of Exhibits and
Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as
of the Amendment No. 1 Effective Date.




          (b) Except as expressly amended hereby or specifically waived above, all of the terms and
provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force
and effect and are hereby ratified and confirmed.




          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Lenders, Issuers, the
Arrangers, the Administrative Agent, the Collateral Agent or the Syndication Agent under any of the
Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan
Documents or for any purpose except as expressly set forth herein.




          (d) This Amendment is a Loan Document.




     SECTION 6. FEES AND EXPENSES



          (a) As consideration for the execution of this Amendment, the Borrower agrees to pay on the
Amendment No. 1 Effective Date to the Administrative Agent for the account of each Lender, an
amendment fee equal to 0.50% of the sum of such Lender’s Commitments then in effect.




          (b) The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and
expenses of the Arrangers and the Administrative Agent in connection with the preparation,
reproduction, execution and delivery of this Amendment and all other Loan Documents entered into in
connection herewith, including, without limitation, the reasonable fees, charges and disbursements
of Weil, Gotshal & Manges LLP (counsel to the Arrangers), counsel to the Administrative Agent, and
other reasonable local and special counsel to the Administrative Agent and the Arrangers and
charges of Intralinks with respect thereto and all other Loan Documents, in each case to the extent
provided in the Credit Agreement.




     SECTION 7. EXECUTION IN COUNTERPARTS



          This Amendment may be executed in any number of counterparts and by different parties 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. Signature pages may be detached
from multiple separate counterparts and attached to a single counterpart so that all signature
pages are attached to the same document. Delivery of an executed signature page of this Amendment
by facsimile



- 27 -









 






transmission, electronic mail or by posting on the Approved Electronic Platform shall be as
effective as delivery of a manually executed counterpart hereof. A set of the copies of this
Amendment signed by all parties shall be lodged with the Borrower and the Administrative Agent.




     SECTION 8. GOVERNING LAW



          This Amendment shall be construed in accordance with and governed by the laws of the State of
New York without regard to conflicts of law provisions (other than Sections 5-1401 and 5-1402 of
the New York General Obligations Law which the parties hereto agree apply hereto).




     SECTION 9. ENTIRE AGREEMENT



          This Amendment and the other Loan Documents constitute the entire contract between the parties
relative to the subject matter hereof. Any other previous agreement among the parties with respect
to the subject matter hereof is superseded by this Amendment and the other Loan Documents.




     SECTION 10. NOTICES



          All communications and notices hereunder shall be given as provided in the Credit Agreement.




     SECTION 11. SEVERABILITY



          In the event any one or more of the provisions contained in this Amendment or in any other
Loan Document should be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein and therein shall not in
any way be affected or impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.




     SECTION 12. SUCCESSORS



          Whenever in this Amendment any of the parties hereto is referred to, such reference shall be
deemed to include the permitted successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of the parties hereto that are contained in this Amendment shall
bind and inure to the benefit of their respective successors and assigns.




     SECTION 13. WAIVER OF JURY TRIAL



          EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN


- 28 -









 







 DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 13.




[Signature Pages Follow]




- 29 -









 





          In Witness Whereof, the parties hereto have caused this Amendment to be executed by
their respective officers as of the date first written above.




	 	 	 	 	 
	 	Enexus Energy Corporation,

      as Borrower

 	 
	 	By:  	                 /s/ Paul A. Stadnikia
 	 
	 	 	Name:  	Paul A. Stadnikia 	 
	 	 	Title:  	Treasurer 	 
	 



[Signature Page to Amendment No. 1 to Enexus Credit Agreement]









 









 











	 	 	 	 	 
	 	Citigroup Global Markets Inc., 

      as Joint Book Runner and Join Lead Arranger

 	 
	 	By:  	              /s/ Timothy P. Dilworth
 	 
	 	 	Name:  	Timothy P. Dilworth 	 
	 	 	Title:  	Director 	 
	 
	 	Goldman Sachs Lending Partners LLC, 

      as Joint Book Runner and Join Lead Arranger

 	 
	 	By:  	              /s/ Alexis Maged
 	 
	 	 	Name:  	Alexis Maged 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BNP Paribas, 

      as Administrative Agent

 	 
	 	By:  	                /s/ Pasquale A. Perraglia IV
 	 
	 	 	Name:  	Pasquale A. Perraglia IV 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                    /s/ Mark A. Renaud
 	 
	 	 	Name:  	Mark A. Renaud 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page to Amendment No. 1 to Enexus Credit Agreement]









 









 











	 	 	 	 	 
	 	Citibank, N.A.,

      as Lender

 	 
	 	By:  	                     /s/ Timothy P. Dilworth
 	 
	 	 	Name:  	Timothy P. Dilworth
	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment No. 1 to Enexus Credit Agreement]





 









 





	 	 	 	 	 
	 	BNP Paribas,

      as Lender

 	 
	 	By:  	                 /s/ Pasquale A. Perraglia IV
 	 
	 	 	Name:  	Pasquale A. Perraglia IV 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                    /s/ Mark A. Renaud
 	 
	 	 	Name:  	Mark A. Renaud 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page to Amendment No. 1 to Enexus Credit Agreement]





 









 





	 	 	 	 	 
	 	Goldman Sachs Lending Partners LLC,

      as Lender

 	 
	 	By:  	               /s/ Alexis Maged
 	 
	 	 	Name:  	Alexis Maged 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Amendment No. 1 to Enexus Credit Agreement]





 









 





	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD.,

      as Lender

 	 
	 	By:  	                    /s/ Raymond Ventura
 	 
	 	 	Name:  	Raymond Ventura 	 
	 	 	Title:  	Deputy General Manager 	 
	 



[Signature Page to Amendment No. 1 to Enexus Credit Agreement]





 









 





	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

      as Lender

 	 
	 	By:  	                       /s/ Thane Rattew
 	 
	 	 	Name:  	Thane Rattew 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page to Amendment No. 1 to Enexus Credit Agreement]









 









 











	 	 	 	 	 
	 	Calyon New York Branch,

      as Lender

 	 
	 	By:  	                     /s/ Darrell Stanley
 	 
	 	 	Name:  	Darrell Stanley 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Sharada Manne
 	 
	 	 	Name:  	Sharada Manne 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Amendment No. 1 to Enexus Credit Agreement]





 









 





	 	 	 	 	 
	 	Natixis New York Branch,

      as Lender

 	 
	 	By:  	                      /s/ Richard Garcia
 	 
	 	 	Name:  	Richard Garcia 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	 	 
	 	By:  	                    /s/ Stephane Leroy
 	 
	 	 	Name:  	Stephane Leroy 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Amendment No. 1 to Enexus Credit Agreement]





 









 





	 	 	 	 	 
	 	UNION BANK, N.A.,

      as Lender

 	 
	 	By:  	                         /s/ John Guilds
 	 
	 	 	Name:  	John Guilds 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment No. 1 to Enexus Credit Agreement]





 









 





	 	 	 	 	 
	 	Bank of America, N.A.,

      as Lender

 	 
	 	By:  	                       /s/ Jacob Dowden
 	 
	 	 	Name:  	Jacob Dowden 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment No. 1 to Enexus Credit Agreement]





 









 





	 	 	 	 	 
	 	BARCLAYS BANK PLC,

      as Lender

 	 
	 	By:  	                           /s/ Sam Yoo
 	 
	 	 	Name:  	Sam Yoo 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[Signature Page to Amendment No. 1 to Enexus Credit Agreement]





 









 





	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION

      as Lender

 	 
	 	By:  	                      /s/ Paul J. Pace
 	 
	 	 	Name:  	Paul J. Pace 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Amendment No. 1 to Enexus Credit Agreement]





 









 





	 	 	 	 	 
	 	MORGAN STANLEY BANK, N.A.,

      as Lender

 	 
	 	By:  	                      /s/ Melissa James
 	 
	 	 	Name:  	Melissa James 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Amendment No. 1 to Enexus Credit Agreement]





 









 





	 	 	 	 	 
	 	Regions Bank,

      as Lender

 	 
	 	By:  	                      /s/ William A. Philipp
 	 
	 	 	Name:  	William A. Philipp 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment No. 1 to Enexus Credit Agreement]





 









 





	 	 	 	 	 
	 	Deutsche Bank Trust Company Americas

      as Lender

 	 
	 	By:  	                /s/ Marcus M. Tarkington
 	 
	 	 	Name:  	Marcus M. Tarkington 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Paul O’Leary
 	 
	 	 	Name:  	Paul O’Leary 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Amendment No. 1 to Enexus Credit Agreement]