EXHIBIT B-1(b)

                                                   CONFORMED COPY




                      AMENDED AND RESTATED
                     REIMBURSEMENT AGREEMENT


                              AMONG


                 SYSTEM ENERGY RESOURCES, INC.,

                    THE CHASE MANHATTAN BANK,
                     as Administrating Bank

                 UNION BANK OF CALIFORNIA, N.A.,
                     as Documentation Agent,

               THE BANK OF TOKYO-MITSUBISHI, LTD.,
                       LOS ANGELES BRANCH,
                         as Funding Bank

                   AND THE PARTICIPATING BANKS
                          NAMED HEREIN


                           DATED AS OF


                        DECEMBER 20, 1999








                      CHASE SECURITIES INC.
                  as Arranger and Book Manager


<PAGE>
                       TABLE OF CONTENTS



Section                                                      Page

SECTION 1.     Definitions                                      2
SECTION 2.     Reimbursement and Advances                      15
SECTION 3.     Fees                                            22
SECTION 4.     Change in Circumstances; Alternate Rate of
               Interest                                        23
SECTION 5.     Participations                                  25
SECTION 6.     Payments                                        30
SECTION 7.     Issuance of the Letters of Credit; Conditions
               Precedent to Issuance                           31
SECTION 8.     Adjustment of Maximum Drawing Amounts and
               Maximum Available Credit Amounts; Terms of
               Drawing                                         35
SECTION 9.     Obligations Absolute                            35
SECTION 10.    Representations and Warranties                  36
SECTION 11.    Affirmative Covenants                           39
SECTION 12.    Negative Covenants                              42
SECTION 13.    Reimbursement Events of Default; Prepayment
               Events                                          44
SECTION 14.    Amendments and Waivers                          48
SECTION 15.    Notices                                         49
SECTION 16.    No Waiver; Remedies                             49
SECTION 17.    Right of Setoff                                 49
SECTION 18.    Continuing Obligation                           50
SECTION 19.    Extension of Letters of Credit                  50
SECTION 20.    Limited Liability of the Banks                  51
SECTION 21.    Costs, Expenses and Taxes                       51
SECTION 22.    Indemnification                                 52
SECTION 23.    Sales of Participations; Assignments            53
SECTION 24.    Administrating Bank                             54
SECTION 25.    Termination by the Company                      55
SECTION 26.    Termination of Availability Agreement
               Assignment                                      56
SECTION 27.    Severability                                    56
SECTION 28.    Governing Law; Jurisdiction; Consent to
               Service of Process; Waiver of Jury Trial        56
SECTION 29.    Headings                                        57
SECTION 30.    Counterparts                                    57


Exhibit A      Form of Irrevocable Transferable Letter of Credit
               issued to Owner Participants

               Exhibit 1 to Exhibit A
               Exhibit 2 to Exhibit A
               Exhibit 3 to Exhibit A
               Exhibit 4 to Exhibit A
               Exhibit 5 to Exhibit A
               Exhibit 6 to Exhibit A
               Exhibit 7 to Exhibit A

               Schedule I to Exhibit A
               Schedule II to Exhibit A
               Schedule III to Exhibit A

Exhibit B      Form of Notice of Drawing
Exhibit C      Form of Opinion of Thelen Reid & Priest LLP, as
               New York Counsel to the Company
Exhibit D-1    Form of Opinion of Thelen Reid & Priest LLP, as
               New York Counsel to Entergy
Exhibit D-2    Form of Opinion of Ann G. Roy, as Mississippi and
               Louisiana Counsel to Entergy
Exhibit E-1    Form of Opinion of Ann G. Roy, as Mississippi
               Counsel to the Company
Exhibit E-2    Form of Opinion of Friday, Elredge & Clark, as
               Arkansas Counsel to the Company
Exhibit F-1    Form of Opinion of Ann G. Roy, as Mississippi
               Counsel to EMI
Exhibit F-2    Form of Opinion of Friday, Eldredge & Clark,
               Arkansas Counsel to EAI
Exhibit F-3    Form of Opinion of Ann G. Roy, as Louisiana
               Counsel to ELI
Exhibit F-4    Form of Opinion of Ann G. Roy, as Louisiana
               Counsel to ENOI
Exhibit G      Form of Opinion of King & Spalding, as Special
               Counsel to the Administrating Bank and the
               Participating Banks
Exhibit H      Form of Thirty-Third Supplementary Capital Funds
               Agreement and Assignment
Exhibit I      Form of Thirty-Third Assignment of Availability
               Agreement, Consent and Agreement

Schedule 1     Participating Banks' Risk Percentages
Schedule 2     Beneficiaries and Amounts of Letters of Credit to
               be Issued

Appendix A     Definitions

<PAGE>

     AMENDED  1AND RESTATED REIMBURSEMENT AGREEMENT dated  as  of
December  20,  1999,  among  SYSTEM ENERGY  RESOURCES,  INC.,  an
Arkansas   corporation  (the  "Company"),  THE  BANK  OF   TOKYO-
MITSUBISHI,  LTD., a foreign banking corporation organized  under
the  laws  of  Japan acting through its Los Angeles  Branch  (the
"Funding Bank"), UNION BANK OF CALIFORNIA, N.A., as documentation
agent  (the "Documentation Agent"), THE CHASE MANHATTAN  BANK,  a
New   York  banking  corporation,  as  administrating  bank  (the
"Administrating  Bank")  and the banks listed  on  the  signature
pages  hereof  under the heading "Participating Banks"  (each,  a
"Participating   Bank"  and,  collectively,  the   "Participating
Banks").

     WHEREAS   the   Company  entered  into   two   Participation
Agreements  dated  as of December 1, 1988,  each  among  (i)  the
Company,  (ii) Meridian Trust Company and Stephen M.  Carta,  for
themselves and as Owner Trustees (the "Owner Trustee"), (iii) the
Original Loan Participants, (iv) the GG1A Funding Corporation, as
Funding Corporation, (v) Bankers Trust Company and Stanley  Burg,
for   themselves  and  as  Indenture  Trustees  (the   "Indenture
Trustee"),  and (vi) each of Public Service Resources Corporation
and  Lease  Management Realty Corporation IV, as  applicable,  as
Owner  Participant  (each, an "Initial  Owner  Participant"  and,
collectively, the "Initial Owner Participants") and each relating
to  the  acquisition of an undivided interest in the  Grand  Gulf
Nuclear   Station  Unit  No.  1  located  in  Claiborne   County,
Mississippi  ("Unit 1") through a trust for the benefit  of  each
such Initial Owner Participant (each, a "Participation Agreement"
and, collectively, the "Participation Agreements"), each of which
undivided interest was and continues to be leased to the  Company
pursuant to a Facility Lease dated as of December 1, 1988,  among
the  Owner  Trustee and the Company and for the benefit  of  each
such   Initial   Owner   Participant  and  its   successors,   as
supplemented by a Lease Supplement dated as of April 1, 1989  and
as supplemented by a Lease Supplement dated as of January 1, 1994
(each,  a  "Facility  Lease"  and,  collectively,  the  "Facility
Leases");

     WHEREAS  it  was a condition precedent to the obligation  of
the  Owner  Trustee to make available, on behalf of  the  Initial
Owner  Participants, the Purchase Price of its Undivided Interest
in  Unit 1 that the predecessor to the Funding Bank issue to each
Initial  Owner  Participant  an  irrevocable  letter  of   credit
substantially  in  the  form  of  Exhibit  A  to   the   Original
Reimbursement  Agreement  as  defined  below  (collectively,  the
"Original  Letters of Credit") and in connection  therewith,  the
Company, the predecessor to the Funding Bank, the predecessor  to
the  Administrating Bank and certain Participating Banks  entered
into  the  Reimbursement Agreement dated as of December  1,  1988
(the "Original Reimbursement Agreement");

     WHEREAS the Original Reimbursement Agreement was amended  on
     January 11, 1991, and on December 17, 1993, and, as so amended,
was  amended and restated on December 27, 1996 (the "1996 Amended
and Restated Reimbursement Agreement");

     WHEREAS  the  Company, the Administrating Bank, the  Funding
Bank  and  the Participating Banks wish to amend and restate  the
1996  Amended and Restated Reimbursement Agreement in the manner,
on  the  terms  and subject to the conditions set forth  in  this
Agreement;

     WHEREAS the Funding Bank is willing, subject to the terms of
this Agreement, to issue to each Owner Participant (as defined in
Section  1)  a new irrevocable Letter of Credit substantially  in
the  form  of  Exhibit A hereto (each a "Letter of Credit",  and,
collectively, the "Letters of Credit").

     NOW,  THEREFORE, the Funding Bank, the Administrating  Bank,
the Participating Banks and the Company hereby agree as follows:

     SECTION 1.     Definitions.  (a) Capitalized terms used herein
and  not  otherwise  defined  herein shall  have  the  respective
meanings  assigned thereto in Appendix A hereto.   The  following
terms,  as  used  herein, have the following respective  meanings
(such  meanings to be applicable to both the singular and  plural
forms of the terms defined):

          "ABR",  when used in reference to any drawing  under  a
     Letter  of  Credit  or any Advance or Borrowing,  refers  to
     whether  such  drawing, Advance, or the Advances  comprising
     such Borrowing, are bearing interest at a rate determined by
     reference to the Alternate Base Rate.

          "ABR Advance" means an Advance in respect of which  the
     Company  has  selected  in accordance with  Section  2(e)(i)
     hereof,  or this Agreement otherwise provides for,  interest
     to be computed on the basis of the Alternate Base Rate.

          "Adjusted  LIBO  Rate"  means,  with  respect  to   any
     Eurodollar Rate Advance for any Interest Period, an interest
     rate  per annum (rounded upwards, if necessary, to the  next
     1/16  of  1%)  equal to (a) the LIBO Rate for such  Interest
     Period multiplied by (b) the Statutory Reserve Rate.

          "Administrating Bank" has the meaning set forth in  the
     preamble hereto.

          "Advance"  means  any  DLE Initial  Advance,  DLE  Term
     Advance,  EOL  Initial  Advance or  EOL  Term  Advance,  and
     "Advances"  means DLE Initial Advances, DLE  Term  Advances,
     EOL Initial Advances and EOL Term Advances collectively.

          "Aggregate     Maximum     Credit     Amount"     means
     $192,946,933.64.

          "Agreement"    means   this   Amended   and    Restated
     Reimbursement Agreement, as the same may from time  to  time
     be amended, supplemented or modified.

          "Alternate  Base Rate" means, for any day, a  rate  per
     annum  (rounded upwards, if necessary, to the next  1/16  of
     1%) equal to the greatest of (a) the Prime Rate in effect on
     such day, (b) the Base CD Rate in effect on such day plus 1%
     and  (c) the Federal Funds Effective Rate in effect on  such
     day plus 1/2 of 1%.  For purposes hereof, "Prime Rate" shall
     mean  the rate of interest per annum publicly announced from
     time to time by the Administrating Bank as its prime rate in
     effect at its principal office in New York City; each change
     in the Prime Rate shall be effective on the date such change
     is  announced.   For purposes hereof, "Base CD  Rate"  shall
     mean  the  sum  of  (a) the product of (i)  the  Three-Month
     Secondary  CD  Rate  and  (ii) Statutory  Reserve  Rate  and
     (b)  the  Assessment Rate.  "Three-Month Secondary CD  Rate"
     shall mean, for any day, the secondary market rate for three-
     month certificates of deposit reported as being in effect on
     such  day (or, if such day shall not be a Business Day,  the
     next preceding Business Day) by the Board through the public
     information  telephone line of the Federal Reserve  Bank  of
     New  York  (which rate will, under the current practices  of
     the  Board,  be  published  in Federal  Reserve  Statistical
     Release  H.15(519) during the week following such day),  or,
     if  such  rate shall not be so reported on such day or  such
     next  preceding Business Day, the average of  the  secondary
     market quotations for three-month certificates of deposit of
     major  money  center  banks in New  York  City  received  at
     approximately 10:00 a.m., New York City time,  on  such  day
     (or,  if  such day shall not be a Business Day, on the  next
     preceding  Business  Day)  by the Administrating  Bank  from
     three  New  York  City  negotiable  certificate  of  deposit
     dealers  of  recognized standing selected by  it.   "Federal
     Funds  Effective Rate" shall mean, for any day, the weighted
     average of the rates on overnight Federal funds transactions
     with  members  of  the Federal Reserve  System  arranged  by
     Federal  funds brokers, as published on the next  succeeding
     Business Day by the Federal Reserve Bank of New York, or, if
     such  rate  is  not  so published for any  day  which  is  a
     Business Day, the average of the quotations for the  day  of
     such  transactions received by the Administrating Bank  from
     three  Federal funds brokers of recognized standing selected
     by it.  If for any reason the Administrating Bank shall have
     determined  (which determination shall be conclusive  absent
     manifest error) that it is unable to ascertain the  Base  CD
     Rate  or the Federal Funds Effective Rate, or both, for  any
     reason,   including  the  inability  or   failure   of   the
     Administrating  Bank  to  obtain  sufficient  quotations  in
     accordance with the terms thereof, the Alternate  Base  Rate
     shall be determined without regard to clause (b) or (c),  or
     both,   of  the  first  sentence  of  this  definition,   as
     appropriate,  until the circumstances giving  rise  to  such
     inability no longer exist.  Any change in the Alternate Base
     Rate  due  to  a  change in the Prime Rate, the  Three-Month
     Secondary CD Rate or the Federal Funds Effective Rate  shall
     be  effective  on the effective date of such change  in  the
     Prime Rate, the Three-Month Secondary CD Rate or the Federal
     Funds Effective Rate, respectively.

          "Applicable Rate" means, for any day, (a) with  respect
     to  any drawing under a Letter of Credit that bears interest
     at  a rate determined by reference to the Adjusted LIBO Rate
     or  any  Eurodollar Rate Advance subsequently  made  by  the
     Participating  Banks  in  order to  reimburse  such  drawing
     (including   any  Advances  resulting  from  the  subsequent
     Conversion  of such Eurodollar Rate Advance),  (i)  for  the
     period  commencing  on the date of such drawing  (the  "Draw
     Date")  to  and  including the 60th day following  the  Draw
     Date,  a rate per annum equal to the Adjusted LIBO Rate  for
     the  Interest  Period in effect plus (x)  1.250%  per  annum
     during the Fixed Rate Period and (y) thereafter, if the  SEC
     Approval Date shall have occurred, the Eurodollar Spread set
     forth  below  under the caption "Eurodollar  Spread",  based
     upon  the ratings by Moody's & S&P, respectively, applicable
     on  such  date  to  the  Index Debt,  (ii)  for  the  period
     following  the  60th  day following the  Draw  Date  to  and
     including  the  180th  day  following  the  Draw  Date,  the
     Adjusted  LIBO Rate in effect for such Interest Period  plus
     (x)  1.250% per annum during the Fixed Rate Period  and  (y)
     thereafter,  if  the SEC Approval Date shall have  occurred,
     the  Eurodollar  Spread set forth below  under  the  caption
     "Eurodollar  Spread", based upon the ratings by Moody's  and
     S&P, respectively, applicable on such date to the Index Debt
     plus 0.25% per annum and (iii) for the period following  the
     180th  day following the Draw Date until the date that  such
     Advance is due and payable, the Adjusted LIBO Rate in effect
     for  such  Interest Period plus (x) 1.250% per annum  during
     the  Fixed  Rate  Period  and (y)  thereafter,  if  the  SEC
     Approval  Date  shall  have occurred,  plus  the  Eurodollar
     Spread   set  forth  below  under  the  caption  "Eurodollar
     Spread",  based  upon  the  ratings  by  Moody's  and   S&P,
     respectively, applicable on such date to the Index Debt plus
     1% per annum; and (b) with respect to the Participation Fees
     payable  hereunder, (x) 1.250% per annum  during  the  Fixed
     Rate  Period  and (y) thereafter, if the SEC  Approval  Date
     shall  have  occurred, the rate per annum  set  forth  below
     under  the caption "Participation Fee Rate", based upon  the
     ratings by Moody's and S&P, respectively, applicable on such
     date to the Index Debt:

         Index Debt     Eurodollar Spread    Participation
          Ratings:                             Fee Rate
         Category 1     .625%              .625%
           A3/A-
         Category 2     .750%              .750%
         Baa1/BBB+
         Category 3     1.000%             1.000%
          Baa2/BBB
         Category 4     1.250%             1.250%
         Baa3/BBB-
         Category 5     2.000%             2.000%
          Ba1/BB+
         Category 6     2.500%             2.500%
      Ba2/BB or lower


          For purposes of the foregoing, (i) if either Moody's or
     S&P  shall  not have in effect a rating for the  Index  Debt
     (other  than by reason of the circumstances referred  to  in
     the  last  sentence of this definition),  then  such  rating
     agency  shall  be  deemed to have established  a  rating  in
     Category  6;  (ii) if the ratings established or  deemed  to
     have  been established by Moody's and S&P for the Index Debt
     shall fall within different Categories, the Applicable  Rate
     shall be based on the lower of the two ratings; and (iii) if
     the  ratings  established or deemed to have been established
     by  Moody's  and  S&P for the Index Debt  shall  be  changed
     (other than as a result of a change in the rating system  of
     Moody's  or S&P), such change shall be effective as  of  the
     date on which it is first announced by the applicable rating
     agency.   Each  change in the Applicable  Rate  shall  apply
     during  the period commencing on the effective date of  such
     change  and  ending  on the date immediately  preceding  the
     effective  date  of  the next such change.   If  the  rating
     system  of  Moody's or S&P shall change, or if  either  such
     rating  agency shall cease to be in the business  of  rating
     corporate debt obligations, the Company and the Banks  shall
     negotiate in good faith to amend this definition to  reflect
     such  changed rating system or the unavailability of ratings
     from  such  rating agency and, pending the effectiveness  of
     any  such amendment, the Applicable Rate shall be determined
     by  reference to the rating most recently in effect prior to
     such change or cessation.

          "Assessment  Rate" means for any date the  annual  rate
     (rounded  upwards, if necessary, to the next  1/100  of  1%)
     most  recently estimated by the Administrating Bank  as  the
     then  current  net  annual  assessment  rate  that  will  be
     employed   in   determining   amounts   payable    by    the
     Administrating   Bank  to  the  Federal  Deposit   Insurance
     Corporation  (or  any  successor)  for  insurance  by   such
     Corporation  (or  such successor) of time deposits  made  in
     dollars at the Administrating Bank's domestic offices.

          "Availability   Agreement"   means   the   Availability
     Agreement, dated as of June 21, 1974, among the Company  and
     the  Operating  Companies,  as  amended  heretofore  and  as
     amended from time to time.

          "Availability Agreement Assignment" means  the  Thirty-
     Third  Assignment  of  Availability Agreement,  Consent  and
     Agreement dated as of December 20, 1999, among the  Company,
     EAI,   ELI,   EMI,   ENOI,  and  the  Administrating   Bank,
     substantially in the form of Exhibit I, and as amended  from
     time to time in accordance with the terms of this Agreement.

          "Bank"  means  the  Funding Bank or  any  Participating
     Bank.

          "Board"  means  the Board of Governors of  the  Federal
     Reserve System of the United States.

          "Borrowing" means a borrowing consisting of Advances of
     the  same Type and Interest Period made on the same date  by
     the  Participating Banks, ratably in accordance  with  their
     respective  Participation Percentages.  A Borrowing  may  be
     referred   to  herein  as  being  a  "Type"  of   Borrowing,
     corresponding  to  the  Type  of  Advances  comprising  such
     Borrowing.   For  purposes of this Agreement,  all  Advances
     made  as, or Converted to, the same Type and Interest Period
     on  the  same  day shall be deemed a single Borrowing  until
     repaid or next Converted.

          "Business Day" means any day except a Saturday,  Sunday
     or  other  day  on which commercial banks in New  York,  New
     York, or Los Angeles, California, are authorized or required
     by law to close.

          "Capital  Funds  Agreement"  means  the  Capital  Funds
     Agreement dated as of June 21, 1974 between the Company  and
     Middle  South Utilities, Inc. (the predecessor of  Entergy),
     as  amended  and supplemented heretofore and  from  time  to
     time.

          "Closing Date" means December 20, 1999.

          "Code" means the United States Internal Revenue Code of
     1986, as amended, and the applicable regulations thereunder,
     as the same may be amended from time to time.

          "Collateral Agreements" means the Supplementary Capital
     Funds   Agreement,  the  Availability  Agreement,  and   the
     Availability Agreement Assignment.

          "Company"  has  the meaning set forth in  the  preamble
     hereto.

          "Consolidated  Capitalization" means at  any  time  the
     Consolidated  Equity and all Long-Term Debt of  the  Company
     and its Subsidiaries.

          "Consolidated  Common Equity" means  at  any  time  the
     consolidated common stockholders' equity of the Company  and
     its Subsidiaries, but does not include goodwill.

          "Consolidated   Equity"   means   at   any   time   the
     consolidated  common  stockholders' equity,  preference  and
     preferred  stock  of the Company and its  Subsidiaries,  but
     does not include goodwill.

          "Conversion", "Convert" or "Converted" each refers to a
     conversion  of  Advances pursuant to  Section  2(f)  hereof,
     including  but not limited to any selection of a  longer  or
     shorter Interest Period to be applicable to such Advances or
     any    conversion   of   an   Advance   as   described    in
     Section 2(f)(iv) hereof.

          "Date  of  Drawing" with respect to a Letter of  Credit
     has the meaning set forth in such Letter of Credit.

          "Date of Early Termination" with respect to a Letter of
     Credit has the meaning set forth in such Letter of Credit.

          "Date  of  Issuance" with respect  to  the  Letters  of
     Credit  means  the date on which the Letters of  Credit  are
     issued upon request of the Company pursuant to Section  7(a)
     hereof.

          "Deemed  Loss Event" has the meaning assigned  to  that
     term in Appendix A to the Participation Agreements.

          "Disclosure  Documents" means the following  documents,
     all  of which have been furnished to the Banks prior to  the
     Closing  Date:   (i)  the Annual Report on  Form  10-K  with
     respect to the Company for the year ended December 31, 1998;
     (ii)  the Quarterly Report on Form 10-Q with respect to  the
     Company for the quarter ended September 30, 1999; (iii)  the
     Annual  Report  on  Form 10-K with respect  to  Entergy  and
     certain of its subsidiaries for the year ended December  31,
     1998; (iv) the Quarterly Report on Form 10-Q with respect to
     Entergy  and  certain of its subsidiaries  for  the  quarter
     ended  September  30, 1999; and (v) the Current  Reports  on
     Form  8-K  with respect to Entergy and Entergy Gulf  States,
     Inc.  dated January 7, 1999, April 27, 1999, July  23,  1999
     and September 9, 1999.

          "DLE  Initial Advance" has the meaning assigned to that
     term  in  Section  2(c)(iii) hereof, and refers  to  an  ABR
     Advance or a Eurodollar Rate Advance (each of which shall be
     a "Type" of DLE Initial Advance).  The Type of a DLE Initial
     Advance  may change from time to time when such DLE  Initial
     Advance  is Converted.  For purposes of this Agreement,  all
     DLE  Initial  Advances of a Participating Bank (or  portions
     thereof)  made  as,  or  Converted to,  the  same  Type  and
     Interest Period on the same day shall be deemed a single DLE
     Initial  Advance by such Participating Bank until repaid  or
     next Converted.

          "DLE  Initial Advance Repayment Date" has  the  meaning
     assigned to that term in Section 2(b)(iii) hereof.

          "DLE  Term  Advance" has the meaning assigned  to  that
     term  in  Section  2(c)(iv) hereof, and  refers  to  an  ABR
     Advance or a Eurodollar Rate Advance (each of which shall be
     a  "Type"  of  DLE Term Advance).  The Type of  a  DLE  Term
     Advance  may  change from time to time when  such  DLE  Term
     Advance  is Converted.  For purposes of this Agreement,  all
     DLE  Term  Advances  of a Participating  Bank  (or  portions
     thereof)  made  as,  or  Converted to,  the  same  Type  and
     Interest Period on the same day shall be deemed a single DLE
     Term Advance by such Participating Bank until repaid or next
     Converted.

          "Documentation Agent" has the meaning set forth in  the
     preamble hereto.

          "EAI"   means  Entergy  Arkansas,  Inc.,  an   Arkansas
     corporation.

          "ELI"   means  Entergy  Louisiana,  Inc.,  a  Louisiana
     corporation.

          "EMI"  means  Entergy Mississippi, Inc., a  Mississippi
     corporation.

          "ENOI"  means  Entergy New Orleans, Inc.,  a  Louisiana
     corporation.

          "Entergy"   means  Entergy  Corporation,   a   Delaware
     corporation, formerly Middle South Utilities, Inc., and  the
     holder  of all shares of the common stock of the Company  as
     of the date hereof.

          "EOL  Initial Advance" has the meaning assigned to that
     term in Section 2(c)(i) hereof, and refers to an ABR Advance
     or  a  Eurodollar  Rate Advance (each of which  shall  be  a
     "Type"  of EOL Initial Advance).  The Type of a EOL  Initial
     Advance  may change from time to time when such EOL  Initial
     Advance  is Converted.  For purposes of this Agreement,  all
     EOL  Initial  Advances of a Participating Bank (or  portions
     thereof)  made  as,  or  Converted to,  the  same  Type  and
     Interest Period on the same day shall be deemed a single EOL
     Initial  Advance by such Participating Bank until repaid  or
     next Converted.

          "EOL  Initial Advance Repayment Date" has  the  meaning
     assigned to that term in Section 2(b)(ii) hereof.

          "EOL  Term  Advance" has the meaning assigned  to  that
     term  in  Section  2(c)(ii) hereof, and  refers  to  an  ABR
     Advance or a Eurodollar Rate Advance (each of which shall be
     a  "Type"  of  EOL Term Advance).  The Type of an  EOL  Term
     Advance  may  change from time to time when  such  EOL  Term
     Advance  is Converted.  For purposes of this Agreement,  all
     EOL  Term  Advances  of a Participating  Bank  (or  portions
     thereof)  made  as,  or  Converted to,  the  same  Type  and
     Interest Period on the same day shall be deemed a single EOL
     Term Advance by such Participating Bank until repaid or next
     Converted.

          "ERISA"  means the Employee Retirement Income  Security
     Act of 1974, as amended from time to time.

          "ERISA  Affiliate" means any trade or business (whether
     or  not  incorporated) that is a member of a group of  which
     the  Company  is a member and which is treated as  a  single
     employer under Section 414 of the Code.

          "Eurodollar", when used in reference to any Advance  or
     Borrowing, refers to whether such Borrowing, or the Advances
     comprising such Borrowing, are bearing interest  at  a  rate
     determined by reference to the Adjusted LIBO Rate.

          "Eurodollar Rate Advance" means an Advance  in  respect
     of  which  the  Company  has  selected  in  accordance  with
     Section  2(e)(iii)  hereof interest to be  computed  on  the
     basis of the Adjusted LIBO Rate.

          "Event  of  Default" means, unless otherwise specified,
     an  event  defined as an Event of Default under the Facility
     Leases.

          "Event  of Loss" has the meaning assigned to that  term
     in Appendix A to the Participation Agreements.

          "Excepted   Encumbrances"  shall  mean,   as   of   any
     particular time, any of the following:

               (a)  liens for taxes, assessments or governmental charges not
          then delinquent and liens for workmen's compensation awards and
          similar obligations not then delinquent and undetermined liens or
          charges incidental to construction, and liens for taxes,
          assessments or governmental charges then delinquent but the
          validity of which is being contested at the time by the Company
          in good faith and as to which adequate reserves shall have been
          set aside on the books of the Company;

               (b)  any liens securing indebtedness, neither assumed nor
          guaranteed by the Company nor on which it customarily pays
          interest, existing upon real estate or rights in or relating to
          real estate acquired by the Company for substation, transmission
          line, transportation line, distribution line or right of way
          purposes;

               (c)  rights reserved to or vested in any governmental authority
          by the terms of any right, power, franchise, grant, license or
          permit, or by any provision of law, to terminate such right,
          power, franchise, grant, license or permit or to purchase or
          recapture or to designate a purchaser of any of the property of
          the Company;

               (d)  rights currently reserved to or vested in others to take or
          receive any part of the power, gas, oil or other minerals or
          timber generated, developed, manufactured or produced by, or
          grown on, or acquired with, any property of the Company;

               (e)  easement, restrictions, exceptions or reservations in any
          property and/or rights of way of the Company for the purpose or
          roads, pipelines, substations, transmission lines, transportation
          lines, distribution lines, removal of coal or other minerals or
          timber, and other like purposes, or for the joint or common use
          of real property, rights of way, facilities and/or equipment, and
          defects, irregularities and deficiencies in titles of any
          property and/or rights of way, which do not materially impair in
          the aggregate the use of such property and/or rights of way for
          the purposes for which such property and/or rights of way are
          held by the Company;

               (f)  rights reserved to or vested in any governmental authority
          to use, control or regulate any property of the Company;

               (g)  any obligations or duties, affecting the property of the
          Company, to any governmental authority with respect to any
          franchise, grant, license or permit; and

               (h)  any controls, liens, restrictions, regulations, easements,
          exceptions or reservations of any governmental authority applying
          particularly to nuclear fuel.

          "Facility  Leases" has the meaning  set  forth  in  the
     preamble hereto.

          "Fed   Funds  Rate"  has  the  meaning  set  forth   in
     Section 5(a) hereof.

          "Financing    Documents"   means,   unless    otherwise
     specified,   the   Collateral  Trust   Indenture   and   the
     Underwriting Agreement.

          "First  Mortgage Bonds" means first mortgage  bonds  at
     any time issued by the Company under the Mortgage.

          "Fixed  Charge  Ratio"  has the meaning  set  forth  in
     Section 12(g) hereof.

          "Fixed Rate Period" means the period commencing on  the
     Date of Issuance and ending on the later to occur of (a) the
     date  that is 15 months thereafter, and (b) the SEC Approval
     Date.

          "Funding  Bank"  has  the  meaning  set  forth  in  the
     preamble hereto.

          "Grand  Gulf"  means  the Grand  Gulf  Nuclear  Station
     located in Claiborne County, including Unit 1.

          "Holding Company Act" means the Public Utility  Holding
     Company Act of 1935, as amended.

          "Indebtedness" of any Person means at any date, without
     duplication,  the  following items to  the  extent  required
     under   generally  accepted  accounting  principles  to   be
     disclosed  in such Person's financial statements  (including
     the  notes thereto):  (i) all obligations of such Person for
     borrowed  money, or with respect to deposits or advances  of
     any  kind; (ii) all obligations of such Person evidenced  by
     bonds,  debentures, notes or similar instruments; (iii)  all
     obligations  of such Person upon which interest charges  are
     customarily  paid; (iv) all obligations under  leases  which
     shall  have been or should be, in accordance with  generally
     accepted  accounting principles, recorded as capital  leases
     in respect of which such Person is liable as lessee; (v) all
     obligations   under  the  Facility  Leases  (regardless   of
     treatment  in  the financial statements or  notes  thereto);
     (vi)  all obligations with respect to any sale and leaseback
     transaction   permitted   under  Section   12(a)(v)   hereof
     (regardless  of  treatment in the  financial  statements  or
     notes  thereto);  (vii) liabilities in respect  of  unfunded
     vested  benefits  under Plans, (viii)  Withdrawal  Liability
     incurred under ERISA by such Person or any of its affiliates
     to any Multiemployer Plan, (ix) reimbursement obligations of
     such Person (whether contingent or otherwise) in respect  of
     letters  of  credit, bankers acceptances,  surety  or  other
     bonds  and  similar instruments, (x) the book value  of  any
     asset  of such Person upon which a Lien is imposed  for  the
     purpose   of   securing   Indebtedness   of   others;    and
     (xi)  obligations  of such Person under direct  or  indirect
     guaranties  in  respect of, and obligations  (contingent  or
     otherwise) to purchase or otherwise acquire, or otherwise to
     assure  a  creditor against loss in respect of, indebtedness
     or  obligations  of others of the kinds referred  to  above;
     provided,  however, that the liabilities in  Sections  (vii)
     and  (viii) above will only be counted as "Indebtedness"  to
     the  extent that they are required to be capitalized on  the
     balance  sheet  of  such  Person  under  generally  accepted
     accounting principles.

          "Indenture  Event of Default" has the meaning  assigned
     to that term in Appendix A to the Participation Agreements.

          "Index   Debt"   means   senior,   secured,   long-term
     indebtedness for borrowed money of the Company that  is  not
     guaranteed  by  any  other Person or subject  to  any  other
     credit enhancement.

          "Interest  Expense"  has  the  meaning  set  forth   in
     Section 12(g) hereof.

          "Interest  Period" means with respect to any Eurodollar
     Rate  Advance,  the period commencing on the  date  of  such
     Advance and ending on the numerically corresponding  day  in
     the  calendar  month that is one, two, three or  six  months
     thereafter, as the Company may elect, provided, that (i)  if
     any Interest Period would end on a day other than a Business
     Day,  such  Interest Period shall be extended  to  the  next
     succeeding Business Day unless such next succeeding Business
     Day  would  fall in the next calendar month, in  which  case
     such  Interest  Period  shall  end  on  the  next  preceding
     Business Day and (ii) any Interest Period that commences  on
     the  last Business Day of a calendar month (or on a day  for
     which there is no numerically corresponding day in the  last
     calendar  month of such Interest Period) shall  end  on  the
     last  Business  Day  of  the last  calendar  month  of  such
     Interest  Period.   For  purposes  hereof,  the  date  of  a
     Eurodollar Rate Advance initially shall be the date on which
     such Advance is made and, in the case of an Advance that has
     been  Converted, thereafter shall be the effective  date  of
     the most recent Conversion or continuation of such Advance.

          "Letter  of  Credit" has the meaning set forth  in  the
     preamble hereto.

          "LIBO Rate" means, with respect to any Eurodollar  Rate
     Advance  for  any  Interest Period, the  rate  appearing  on
     Page  3750  of the Telerate Service (or on any successor  or
     substitute  page  of such Service, or any  successor  to  or
     substitute  for  such  Service,  providing  rate  quotations
     comparable to those currently provided on such page of  such
     Service, as determined by the Administrating Bank from  time
     to  time  for  purposes of providing quotations of  interest
     rates  applicable to dollar deposits in the London interbank
     market)  at  approximately  11:00  a.m.,  London  time,  two
     Business  Days  prior to the commencement of  such  Interest
     Period,  as  the  rate for dollar deposits with  a  maturity
     comparable to such Interest Period.  In the event that  such
     rate is not available at such time for any reason, then  the
     "LIBO Rate" with respect to such Eurodollar Rate Advance for
     such  Interest  Period  shall be the rate  at  which  dollar
     deposits of $5,000,000 and for a maturity comparable to such
     Interest  Period are offered by the principal London  office
     of the Administrating Bank in immediately available funds in
     the  London  interbank market at approximately  11:00  a.m.,
     London time, two Business Days prior to the commencement  of
     such Interest Period.

          "Lien"  means, with respect to any asset, any mortgage,
     lien,  pledge,  charge, security interest or encumbrance  of
     any kind in respect of such asset.  For the purposes of this
     Agreement,  a  Person  or any of its Subsidiaries  shall  be
     deemed  to  own  subject to a Lien any asset  which  it  has
     acquired  or  holds subject to the interest of a  vendor  or
     lessor  under any conditional sale agreement, capital  lease
     or other title retention agreement relating to such asset.

          "Long-Term  Debt" means all Indebtedness which  is  not
     otherwise  included in the definition herein  of  Short-Term
     Debt.

          "Maximum Available Credit Amount" with respect  to  any
     Letter  of  Credit  means, at any  date,  the  then  Maximum
     Available  Credit  Amount,  as defined  in  such  Letter  of
     Credit.

          "Maximum  Credit Amount" with respect to any Letter  of
     Credit  means, at any date, the then Maximum Credit  Amount,
     as defined in such Letter of Credit.

          "Maximum  Drawing Amount" with respect to a  Letter  of
     Credit  means, at any date, the then Maximum Drawing Amount,
     as defined in such Letter of Credit.

          "Moody's" means Moody's Investors Service, Inc.

          "Mortgage" means the Mortgage and Deed of Trust,  dated
     as  of June 15, 1977, to United States Trust Company of  New
     York and Gerard P. Ganey (successor to Malcolm J. Hood),  as
     amended and supplemented from time to time.

          "Multiemployer  Plan"  means a  multiemployer  plan  as
     defined  in Section 4001(a)(3) of ERISA to which the Company
     or  any ERISA Affiliate (other than one considered an  ERISA
     Affiliate  only pursuant to subsection (m) or  (o)  of  Code
     Section  414)  is making or accruing an obligation  to  make
     contributions, or has within any of the preceding five  plan
     years made or accrued an obligation to make contributions.

          "Notice of Drawing" means a notice substantially in the
     form of Exhibit B hereto.

          "Obligations" means, with regard to any Person  at  any
     date,  without  duplication, (i)  all  obligations  of  such
     Person  for  borrowed  money, (ii) all obligations  of  such
     Person with respect to deposits or advances of any kind,  or
     for  the  deferred purchase price of property  or  services,
     (iii)  all  obligations of such Person evidenced  by  bonds,
     debentures,   notes   or  similar  instruments,   (iv)   all
     obligations  of such Person upon which interest charges  are
     customarily paid, (v) all obligations under leases  relating
     to  any  sale  and  leaseback  transaction  permitted  under
     Section  12(a)(v) hereof, (vi) all obligations under  leases
     which  shall  have  been or should be,  in  accordance  with
     generally   accepted  accounting  principles,  recorded   as
     capital leases in respect of which such Person is liable  as
     lessee,  (vii) reimbursement obligations of such  Person  in
     respect of letters of credit, bankers acceptances, surety or
     other  bonds and similar instruments, and (viii) obligations
     of  such  Person  under  direct or  indirect  guaranties  in
     respect   of,  and  obligations  to  purchase  or  otherwise
     acquire, or otherwise to assure a creditor against  loss  in
     respect  of,  indebtedness or obligations of others  of  the
     kinds referred to above; provided, however, that obligations
     under (ii), (vii), or (viii) above shall not be included  in
     this  definition  to  the extent that such  obligations  are
     being  contested  by such Person in good  faith  and  in  an
     appropriate manner.

          "Operating  Companies" means EAI, ELI,  EMI  and  ENOI,
     each being an "Operating Company".

          "Owner Participant" means RCMC I, Inc. (formerly  known
     as  RCMC  Del.,  Inc.),  assignee in interest  of  Resources
     Capital  Management  Corporation, assignee  in  interest  of
     Public   Service   Resources  Corporation   and/or   Textron
     Financial  Corporation,  assignee  in  interest   of   Lease
     Management  Realty Corporation IV, as the case may  be,  and
     their respective permitted successors and assigns.

          "Owner  Trustee"  has  the meaning  set  forth  in  the
     preamble hereto.

          "Participant"   has   the   meaning   set   forth    in
     Section 23(a) hereof.

          "Participating Banks" means the banks whose  names  are
     listed  on  the  signature pages hereof  under  the  heading
     "Participating Banks", each being a "Participating Bank".

          "Participation Agreements" has the meaning set forth in
     the preamble hereto.

          "Participation  Fee"  has  the  meaning  set  forth  in
     Section 3 hereof.

          "Participation   Percentage"   with   respect   to    a
     Participating  Bank means the percentage set forth  opposite
     such Participating Bank's name in Schedule 1 hereto.

          "Participation Transfer Date" has the meaning set forth
     in Section 5(c) hereof.

          "Participation  Transfer Period" has  the  meaning  set
     forth in Section 5(c) hereof.

          "PBGC"  means the Pension Benefit Guaranty  Corporation
     referred  to and defined in ERISA, and any entity succeeding
     to any or all of its functions under ERISA.

          "Person"   means   an  individual,  a  corporation,   a
     partnership, an association, a trust or any other entity  or
     organization,   including   a   government   or    political
     subdivision or an agency or instrumentality thereof.

          "Plan"  shall  mean  any pension  plan  (other  than  a
     Multiemployer Plan) subject to the provisions of Title IV of
     ERISA or Section 412 of the Code and which is maintained for
     employees of the Company or any ERISA Affiliate.

          "Prepayment  Event"  has  the  meaning  set  forth   in
     Section 13 hereof.

          "Regulation D" means Regulation D of the Board as  from
     time  to  time  in  effect  and  all  official  rulings  and
     interpretations thereunder or thereof.

          "Reimbursement  Default" means any event  or  condition
     which  constitutes a Reimbursement Event of Default or which
     with  the  giving  of notice or the lapse of  time  or  both
     would, unless cured or waived, become a Reimbursement  Event
     of Default.

          "Reimbursement  Event of Default" has the  meaning  set
     forth in Section 13 hereof.

          "Reportable  Event"  means  any  reportable  event   as
     defined  in  Section  4043(b) of ERISA  or  the  regulations
     issued thereunder with respect to a Plan (other than a  Plan
     maintained  by  an  ERISA Affiliate which is  considered  an
     ERISA  Affiliate only pursuant to subsection (m) or  (o)  of
     Code Section 414).

          "Required Banks" means at any time Participating  Banks
     whose  aggregate Participation Percentages are equal  to  at
     least 66-2/3% at such time.

          "SEC"  means the Securities and Exchange Commission  of
     the United States of America or any successor agency.

          "SEC Approval Date" means the date on which the Company
     obtains  an  effective order from the SEC under the  Holding
     Company  Act authorizing the payment in accordance with  the
     provisions   hereof,  without  exception,  of  the   maximum
     Participation Fees reflected in the Participation  Fee  Rate
     pricing  grid set forth under the definition of  "Applicable
     Rate" herein.

          "Short-Term  Debt"  means  the  principal   amount   of
     Indebtedness  which  matures by  its  terms  not  more  than
     12  months  after  the  date of the creation  or  incurrence
     thereof,  and  which is not renewable or extendable  at  the
     option  of  such Person for a period of more than 12  months
     from the date of the creation or incurrence thereof.

          "Significant  Operating  Company"  means  an  Operating
     Company whose entitlement percentage under UPSA exceeds 20%.

          "Significant  Operating Group" means any  two  or  more
     Operating Companies whose entitlement percentage under  UPSA
     exceeds 20% in the aggregate.

          "S&P" shall mean Standard & Poor's Ratings Group.

          "Stated Expiration Date" means March 20, 2003.

          "Statutory Reserve Rate" means a fraction (expressed as
     a decimal), the numerator of which is the number one and the
     denominator  of which is the number one minus the  aggregate
     of  the maximum reserve percentages (including any marginal,
     special, emergency or supplemental reserves) expressed as  a
     decimal established by the Board to which the Administrating
     Bank  is  subject (a) with respect to the Base CD Rate,  for
     new  negotiable nonpersonal time deposits in dollars of over
     $100,000 with maturities approximately equal to three months
     and  (b)  with  respect  to  the  Adjusted  LIBO  Rate,  for
     eurocurrency funding (currently referred to as "Eurocurrency
     Liabilities"  in  Regulation D).  Such  reserve  percentages
     shall  include  those  imposed  pursuant  to  Regulation  D.
     Drawings  under a Letter of Credit that bear interest  at  a
     rate  determined by reference to the Adjusted LIBO Rate  and
     Eurodollar  Rate  Advances shall  be  deemed  to  constitute
     eurocurrency  funding  and to be  subject  to  such  reserve
     requirements  without  benefit of or credit  for  proration,
     exemptions  or offsets that may be available  from  time  to
     time  to  any  Bank  under Regulation D  or  any  comparable
     regulation.   The Statutory Reserve Rate shall  be  adjusted
     automatically on and as of the effective date of any  change
     in any reserve percentage.

          "Subsidiary"  means with respect to any Person  (herein
     referred  to  as the "parent"), any corporation, association
     or  other  business entity (a) of which securities or  other
     ownership  interests  representing  more  than  50%  of  the
     ordinary voting power are, at the time any determination  is
     being  made, owned, controlled or held or (b) which  is,  at
     the time any determination is made, otherwise controlled (by
     contract or agreement or otherwise) by the parent or one  or
     more subsidiaries of the parent or by the parent and one  or
     more subsidiaries of the parent.

          "Supplementary  Capital  Funds  Agreement"  means   the
     Thirty-Third  Supplementary  Capital  Funds  Agreement   and
     Assignment  dated  as  of December  20,  1999,  between  the
     Company,  Entergy and the Administrating Bank, substantially
     in  the form of Exhibit H hereto and as amended from time to
     time in accordance with the terms of this Agreement.

          "Tax"  and  "Taxes"  have the  meanings  set  forth  in
     Section 4(e) hereof.

          "Termination Date" with respect to any Letter of Credit
     means the earliest of (A) 10:00 a.m. (New York time) on  the
     Date  of  Early  Termination (as defined in such  Letter  of
     Credit)  applicable to such Letter of Credit, (B) 5:00  p.m.
     (New  York  time) on the date on which the Owner Participant
     to  which  such  Letter of Credit is issued surrenders  such
     Letter  of  Credit for cancellation to the Funding  Bank  as
     provided therein, (C) 5:00 p.m. (New York time) on the  date
     on  which the Funding Bank pays a Final Draw (as defined  in
     such  Letter of Credit), and (D) either (I) if a  draft  and
     certificate,  all in strict conformity with  the  terms  and
     conditions  of  such Letter of Credit, are  presented  after
     10:00 a.m. (New York time) but prior to 5:00 p.m. (New  York
     time)  on  the Stated Expiration Date, 5:00 p.m.  (New  York
     time)  on  the Business Day following the Stated  Expiration
     Date,  or  otherwise (II) 5:00 p.m. (New York time)  on  the
     Stated Expiration Date.

          "Termination  Event"  means (i) a Reportable  Event  or
     (ii)  the  withdrawal of the Company or an  ERISA  Affiliate
     from  a  Plan  during  a  plan  year  in  which  it  was   a
     "substantial  employer" as defined in Section 4001(a)(2)  of
     ERISA,  or  (iii)  the  filing of  a  notice  of  intent  to
     terminate a Plan or the treatment of a Plan amendment  as  a
     termination  under  Section  4041  of  ERISA,  or  (iv)  the
     institution of proceedings to terminate a Plan by the  PBGC,
     or  (v)  any  other event or condition which  is  reasonably
     expected to constitute grounds for the imposition of a  lien
     in   favor  of  a  Plan  for  the  termination  of,  or  the
     appointment  of  a  trustee  to  administer,  a  Plan  under
     Section 4042 of ERISA.

          "Transaction   Documents"   means   the   Participation
     Agreements, the Indentures, the Notes, the Facility  Leases,
     and the Letters of Credit.

          "Transferred  Amount"  has the  meaning  set  forth  in
     Section 5(c) hereof.

          "Type"  has  the meaning assigned to such term  in  the
     definitions  of  "DLE Initial Advance", "DLE Term  Advance",
     "EOL  Initial  Advance", "EOL Term Advance" and  "Borrowing"
     herein.

          "Unit  1"  has  the meaning specified in  the  preamble
     hereto.

          "UPSA"  means the Unit Power Sales Agreement, dated  as
     of  June  10,  1982,  among the Company  and  the  Operating
     Companies, as amended heretofore and as amended from time to
     time.

          "Withdrawal   Liability"   means   liability    to    a
     Multiemployer  Plan  as a result of a  complete  or  partial
     withdrawal from such Multiemployer Plan, as such  terms  are
     defined in Part I of Subtitle E of Title IV of ERISA.

     (b)   The  definitions in Section 1 shall apply  equally  to
both  the singular and plural forms of the terms defined.  Unless
otherwise  specified  herein, all accounting  terms  used  herein
shall  be  interpreted  in  accordance  with  generally  accepted
accounting  principles,  and all accounting  determinations  with
respect  to  any  Person required to be made hereunder  shall  be
made,  and all financial statements of any Person required to  be
delivered  hereunder  shall  be  prepared,  in  accordance   with
generally  accepted accounting principles as in effect from  time
to  time,  applied  on  a basis consistent  (except  for  changes
concurred  in  by  such Person's independent public  accountants)
with the most recent audited consolidated financial statements of
such Person and its Subsidiaries delivered to the Banks.

     SECTION 2.     Reimbursement and Advances.  (a) Reimbursement on
Demand.   Subject to the provisions of subsections (b),  (c)  and
(e),  below, the Company hereby agrees to pay (whether  with  the
proceeds  of Advances made pursuant to subsection (c), below,  or
otherwise)  to the Funding Bank on demand (i) on and  after  each
date  on  which  the Funding Bank shall pay any  amount  under  a
Letter of Credit pursuant to any draft, but only after so paid by
the  Funding Bank, a sum equal to such amount so paid (which  sum
shall  constitute  a  demand loan from the Funding  Bank  to  the
Company  from the date of such payment by the Funding Bank  until
so  paid  by the Company), plus (ii) if the Company does not  pay
the  Funding  Bank such sum in full by 1:00 p.m., New  York  City
time,  on  the same Business Day on which the Funding Bank  shall
have  made such payment, interest on any amount remaining  unpaid
by  the Company to the Funding Bank under clause (i) above,  from
the  date  on which the Funding Bank shall have paid such  amount
under such Letter of Credit until payment in full, at an interest
rate  per  annum equal to the Alternate Base Rate in effect  from
time to time.

     (b)   Reimbursement Upon the Occurrence of  Certain  Events.
The  Company  shall reimburse the Funding Bank for  each  payment
made  by  the Funding Bank under a Letter of Credit in accordance
with the following paragraphs (i), (ii) and (iii):

          (i)  Reimbursement Defaults.  If, on the date of any payment by
     the Funding Bank of a drawing under a Letter of Credit, either an
     Event of Default or a Reimbursement Default has occurred and is
     continuing, the Company shall pay to the Funding Bank not later
     than 1:00 p.m., New York City time, on or prior to the fifth day
     following the Business Day on which the Funding Bank shall make
     such payment a sum equal to the amount so paid under such Letter
     of Credit, together with all accrued interest thereon at a rate
     per annum equal to the Alternate Base Rate in effect from time to
     time.

          (ii) Events of Loss.  Subject to paragraph (i) above, if, on the
     date of any payment by the Funding Bank of a drawing under a
     Letter of Credit, an Event of Loss has occurred and is
     continuing, the Company shall pay to the Funding Bank (whether
     with the proceeds of Advances made pursuant to
     subsection (c)(ii), below, or otherwise) not later than
     1:00 p.m., New York City time, on or prior to the earlier of
     (x) the Stated Expiration Date and (y) the 35th day following the
     Business Day on which the Funding Bank shall make such payment
     (the "EOL Initial Advance Repayment Date") a sum equal to the
     amount so paid under such Letter of Credit, together with all
     accrued interest thereon pursuant to subsection (e) below.

          (iii)     Deemed Loss Events and Other Circumstances.  Subject to
     paragraphs (i) and (ii) above, if, on the date of any payment by
     the Funding Bank of a drawing under a Letter of Credit, (A) a
     Deemed Loss Event has occurred and is continuing or (B) any other
     event or circumstance (other than a Reimbursement Default, an
     Event of Default or an Event of Loss) giving rise to such drawing
     has occurred, the Company shall reimburse the Funding Bank
     (whether with the proceeds of Advances made pursuant to
     subsection (c)(iv) below or otherwise) not later than 1:00 p.m.,
     New York City time, on or prior to the earlier of (x) the Stated
     Expiration Date and (y) the 90th day following the Business Day
     on which the Funding Bank shall make such payment (the "DLE
     Initial Advance Repayment Date") a sum equal to the amount so
     paid under such Letter of Credit, together with all accrued
     interest thereon pursuant to subsection (e) below.

     (c)   Advances.   Each  Participating Bank  agrees  to  make
Advances  for the account of the Company from time to  time  upon
the terms and subject to the conditions set forth below:

          (i)   EOL Initial Advances.  If the Funding Bank  shall
     make  any  payment  under  a  Letter  of  Credit  under  the
     circumstances  set forth in subsection (b)(ii)  above  (such
     payment  referred to herein as an "EOL Payment"), then  each
     Participating  Bank shall be obligated  to  make,  and  each
     Participating  Bank's  payment  made  to  the  Funding  Bank
     pursuant to Section 5 hereof in respect of such EOL  Payment
     shall  be  deemed  to constitute, an advance  made  for  the
     account  of  the Company by such Participating Bank  on  the
     date  of  such  payment  (each such advance  being  an  "EOL
     Initial  Advance"  made  by  such  Participating  Bank  and,
     collectively,  the "EOL Initial Advances").  Each  such  EOL
     Initial Advance shall be made as an ABR Advance, shall  bear
     interest at the Alternate Base Rate and shall be entitled to
     be  Converted in accordance with subsection (f) below.   The
     Company shall repay the unpaid principal amount of each  EOL
     Initial Advance in accordance with subsection (h)(i), below.
     The  Company  may  repay the principal  amount  of  any  EOL
     Initial Advance with (and to the extent of) the proceeds  of
     an  EOL  Term Advance made pursuant to paragraph (ii) below,
     and  may  prepay  EOL  Initial Advances in  accordance  with
     subsection (i) below.

          (ii) EOL Term Advances.  If the Funding Bank shall make
     any  EOL Payment, then, subject to the satisfaction  of  the
     conditions precedent set forth in Section 7(f) hereof on and
     as   of  the  EOL  Initial  Advance  Repayment  Date,   each
     Participating Bank agrees to make one or more  advances  for
     the  account of the Company (each such advance being an "EOL
     Term   Advance"  made  by  such  Participating   Bank   and,
     collectively,  the "EOL Term Advances") on the  EOL  Initial
     Advance  Repayment  Date  in an aggregate  principal  amount
     equal to the amount of such Participating Bank's EOL Initial
     Advances  maturing  on  such EOL Initial  Advance  Repayment
     Date.   All  EOL Term Advances comprising a single Borrowing
     shall  be  made upon written notice given by the Company  to
     the  Administrating Bank not later than 10:00 a.m. (New York
     time)  (A)  in  the  case of a Borrowing  comprised  of  ABR
     Advances, on the Business Day of such proposed Borrowing and
     (B)  in the case of a Borrowing comprised of Eurodollar Rate
     Advances,  three  Business Days prior to the  date  of  such
     proposed  Borrowing.  The Administrating Bank  shall  notify
     each  Participating  Bank  of the contents  of  such  notice
     promptly  after  receipt thereof.  Each  such  notice  shall
     specify therein the following information:  (1) the date  on
     which such Borrowing is to be made (which date shall be  the
     EOL  Initial  Advance  Repayment Date),  (2)  the  principal
     amount  of  EOL  Term  Advances comprising  such  Borrowing,
     (3)  the  Type  of  Borrowing and (4) the  duration  of  the
     initial Interest Period, if applicable, proposed to apply to
     the  EOL  Term  Advances  comprising  such  Borrowing.   The
     proceeds  of  each  Participating Bank's EOL  Term  Advances
     shall  be applied solely to the repayment of the EOL Initial
     Advances  made by such Participating Bank and  shall  in  no
     event  be made available to the Company.  The Company  shall
     repay  the unpaid principal amount of each EOL Term  Advance
     in  accordance with subsection (h)(ii) below, and may prepay
     EOL Term Advances in accordance with subsection (i) below.

          (iii)      DLE  Initial Advances.  If the Funding  Bank
     shall  make any payment under a Letter of Credit  under  the
     circumstances set forth in subsection (b)(iii)  above  (such
     payment  referred to herein as a "DLE Payment"),  then  each
     Participating  Bank shall be obligated  to  make,  and  each
     Participating  Bank's  payment  made  to  the  Funding  Bank
     pursuant to Section 5 hereof in respect of such DLE  Payment
     shall  be  deemed  to constitute, an advance  made  for  the
     account  of  the Company by such Participating Bank  on  the
     date of such payment (each such advance being a "DLE Initial
     Advance"  made by such Participating Bank and, collectively,
     the  "DLE Initial Advances").  Each such DLE Initial Advance
     shall be made as an ABR Advance, shall bear interest at  the
     Alternate Base Rate and shall be entitled to be Converted in
     accordance  with  subsection (f) below.  The  Company  shall
     repay  the  unpaid  principal amount  of  each  DLE  Initial
     Advance  in accordance with subsection (h)(iii) below.   The
     Company  may  repay the principal amount of any DLE  Initial
     Advance  with (and to the extent of) the proceeds of  a  DLE
     Term Advance made pursuant to paragraph (iv) below, and  may
     prepay    DLE   Initial   Advances   in   accordance    with
     subsection (i) below.

          (iv) DLE Term Advances.  If the Funding Bank shall make
     any  DLE Payment, then, subject to the satisfaction  of  the
     conditions precedent set forth in Section 7(g) hereof on and
     as   of  the  DLE  Initial  Advance  Repayment  Date,   each
     Participating Bank agrees to make one or more  advances  for
     the  account of the Company (each such advance being a  "DLE
     Term   Advance"  made  by  such  Participating   Bank   and,
     collectively,  the "DLE Term Advances") on the  DLE  Initial
     Advance  Repayment  Date  in an aggregate  principal  amount
     equal to the amount of such Participating Bank's DLE Initial
     Advances  maturing  on  such DLE Initial  Advance  Repayment
     Date.   All  DLE Term Advances comprising a single Borrowing
     shall  be  made upon written notice given by the Company  to
     the  Administrating Bank not later than 10:00 a.m. (New York
     time)  (A)  in  the  case of a Borrowing  comprised  of  ABR
     Advances, on the Business Day of such proposed Borrowing and
     (B)  in the case of a Borrowing comprised of Eurodollar Rate
     Advances,  three  Business Days prior to the  date  of  such
     proposed  Borrowing.  The Administrating Bank  shall  notify
     each  Participating  Bank  of the contents  of  such  notice
     promptly  after  receipt thereof.  Each  such  notice  shall
     specify therein the following information:  (1) the date  on
     which such Borrowing is to be made (which date shall be  the
     DLE  Initial  Advance  Repayment Date),  (2)  the  principal
     amount  of  DLE  Term  Advances comprising  such  Borrowing,
     (3)  the  Type  of  Borrowing and (4) the  duration  of  the
     initial Interest Period, if applicable, proposed to apply to
     the  DLE  Term  Advances  comprising  such  Borrowing.   The
     proceeds  of  each  Participating Bank's DLE  Term  Advances
     shall  be applied solely to the repayment of the DLE Initial
     Advances  made by such Participating Bank and  shall  in  no
     event  be made available to the Company.  The Company  shall
     repay  the unpaid principal amount of each DLE Term  Advance
     in  accordance with subsection (h)(iv) below, and may prepay
     DLE Term Advances in accordance with subsection (i) below.

     (d)   Application  of  Payments.  Any payment  made  by  the
Company pursuant to subsection (a) or (b) above, of less than all
amounts  owed  to  the  Funding Bank pursuant  thereto  shall  be
applied first to interest owed pursuant thereto and second to the
amount  of the unreimbursed drawings under the Letters of Credit;
provided,  however, that if, at the time of any payment  made  by
the  Company pursuant to subsection (a) or (b) above, there shall
be amounts due from the Company pursuant to subsection (a) or (b)
above,  with  respect  to more than one Letter  of  Credit,  such
payment  shall be applied to all such Letters of Credit pro  rata
(in the above-mentioned order of priority) in accordance with the
proportion  that  the  aggregate  amount  due  from  the  Company
pursuant to subsection (a) or (b) above with respect to each such
Letter  of  Credit  bears to the aggregate amount  due  from  the
Company  pursuant to subsection (a) or (b) above with respect  to
all such Letters of Credit.

     (e)   Interest on Advances.  The Company shall pay  interest
on  the unpaid principal amount of each Advance from the date  of
such  Advance until such principal amount is paid in full at  the
applicable rate set forth below:

          (i)   Alternate Base Rate.  Except to the  extent  that
     the  Company shall elect to pay interest on any Advance  for
     any  Interest Period pursuant to paragraph (iii) below,  the
     Company  shall  pay interest on each Advance from  the  date
     thereof  until the date such Advance is due, at an  interest
     rate  per  annum equal to the Alternate Base Rate in  effect
     from  time to time.  The Company shall pay interest on  each
     Advance  bearing interest in accordance with this subsection
     monthly  in  arrears  on  the first  Business  Day  of  each
     calendar month, on the date of Conversion of any ABR Advance
     to  a  Eurodollar Rate Advance, including any  such  Advance
     made  pursuant  to subsection (b) above, and on  the  Stated
     Expiration  Date or the earlier date for repayment  of  such
     Advance.

          (ii)   Interest   Periods.   Subject   to   the   other
     requirements of this subsection (e) and in the definition of
     "Interest Period" contained in Section 1 hereof, the Company
     may  from  time  to time elect to have the interest  on  all
     Advances  comprising  part of the same Borrowing  determined
     and  payable  for a specified Interest Period in  accordance
     with paragraph (iii) below.

          (iii)     Eurodollar Rate.  Subject to the requirements
     of this subsection (e) and subsection (f) below, the Company
     may  from time to time elect to have any Advances comprising
     part  of  the  same Borrowing Converted to  Eurodollar  Rate
     Advances.   The Interest Period applicable to  (x)  any  EOL
     Initial Advance that has been so Converted shall be  of  one
     month's duration, (y) any DLE Initial Advance that has  been
     so  Converted  shall be of one, two or three  whole  months'
     duration,  as  the  Company  shall  select  in  its   notice
     delivered   to   the   Administrating   Bank   pursuant   to
     subsection  (f)  below and (z) any DLE Term Advance  or  EOL
     Term  Advance  shall  be of one, two,  three  or  six  whole
     months' duration, as the Company shall select in its  notice
     delivered   to   the   Administrating   Bank   pursuant   to
     subsection (f) below.  If the Company shall have  made  such
     election,  the Company shall pay interest on such Eurodollar
     Rate  Advances at the Adjusted LIBO Rate, for the applicable
     Interest Period for such Eurodollar Rate Advances, plus  the
     Applicable  Rate, payable monthly in arrears  on  the  first
     Business  Day  of  each  calendar  month,  on  the  date  of
     Conversion  of  any Eurodollar Rate Advance,  including  any
     such  Advance made pursuant to subsection (b) above, and  on
     the Stated Expiration Date or the earlier date for repayment
     of such Advance.

          (iv)  Interest Rate Determinations.  The Administrating
     Bank  shall  give  prompt  notice to  the  Company  and  the
     Participating  Banks  of the Adjusted LIBO  Rate  determined
     from  time  to  time  by  the  Administrating  Bank  to   be
     applicable to each Eurodollar Rate Advance.

     (f)   Conversion  of  Advances.  The Company  may  elect  to
Convert  one or more Advances of any Type to one or more Advances
of  the same or any other Type on the following terms and subject
to the following conditions:

          (i)   Each  Conversion shall be made as to all Advances
     comprising  a  single  Borrowing  upon  irrevocable  written
     notice  given by the Company to the Administrating Bank  not
     later  than 10:00 a.m. (New York time) on the third Business
     Day  prior  to  the  date of the proposed  Conversion.   The
     Administrating Bank shall notify each Participating Bank  of
     the  contents of such notice promptly after receipt thereof.
     Each   such  notice  shall  specify  therein  the  following
     information:   (A)  the  date of  such  proposed  Conversion
     (which in the case of Eurodollar Rate Advances shall be  the
     last  day  of  the Interest Period then applicable  to  such
     Advances  to  be Converted), (B) the Type of,  and  Interest
     Period,  if any, applicable to the Advances proposed  to  be
     Converted,  (C) the aggregate principal amount  of  Advances
     proposed  to  be Converted, and (D) the Type of Advances  to
     which  such  Advances are proposed to be Converted  and  the
     Interest Period, if any, to be applicable thereto.

          (ii)  During the continuance of a Reimbursement Default
     (other than a Reimbursement Event of Default), the right  of
     the  Company to Convert Advances to Eurodollar Rate Advances
     shall  be  suspended, and all Eurodollar Rate Advances  then
     outstanding shall be Converted to ABR Advances on  the  last
     day  of the Interest Period then in effect, if, on such day,
     a Reimbursement Default (other than a Reimbursement Event of
     Default) shall be continuing.

          (iii)      During  the continuance of  a  Reimbursement
     Event  of  Default,  the  right of the  Company  to  Convert
     Advances to Eurodollar Rate Advances shall be suspended, and
     upon the occurrence of a Reimbursement Event of Default, all
     Eurodollar Rate Advances then outstanding shall immediately,
     without  further  act by the Company, be  Converted  to  ABR
     Advances.

          (iv)  If  no  notice of Conversion is received  by  the
     Administrating Bank as provided in paragraph (i) above  with
     respect  to any outstanding Eurodollar Rate Advances  on  or
     before  the third Business Day prior to the last day of  the
     Interest  Period  then  in effect for such  Eurodollar  Rate
     Advances,  the Administrating Bank shall treat such  absence
     of  notice  as  a deemed notice of Conversion providing  for
     such  Advances to be Converted to ABR Advances on  the  last
     day of such Interest Period.

     (g)   Other  Terms Relating to the Making and Conversion  of
Advances.  (i) Notwithstanding anything in subsections  (c),  (e)
and (f) above, to the contrary:

               (A)   at  no  time shall more than five  different
          Borrowings be outstanding hereunder; and

               (B)   each Borrowing consisting of Eurodollar Rate
          Advances  or  ABR  Advances shall be in  the  aggregate
          principal amount of at least $5,000,000.

          (ii)   Each   notice   of   Conversion   pursuant    to
     subsection  (f)  above shall be irrevocable and  binding  on  the
     Company.

     (h)  Repayment of Advances.  (i) The unpaid principal amount
of each EOL Initial Advance, together with all accrued and unpaid
interest thereon, shall be due and payable and repaid in full  by
the  Company  on  the  earlier to occur of (A)  the  EOL  Initial
Advance  Repayment  Date  and  (B)  upon  the  occurrence  of   a
Reimbursement Default, an Event of Default or an Indenture  Event
of  Default, the date two Business Days after the date  on  which
demand for repayment thereof is made by the Required Banks or  by
the Administrating Bank acting on behalf of the Required Banks.

          (ii)  The  unpaid  principal amount of  each  EOL  Term
     Advance,  together with all accrued and unpaid interest  thereon,
     shall be due and payable and repaid in full by the Company on the
     earliest  to  occur of (A) the date 330 days  from  the  date  of
     making such EOL Term Advance, (B) the Stated Expiration Date  and

     (C)  upon the occurrence of a Reimbursement Default, an Event  of
Default  or an Indenture Event of Default, the date two  Business
Days after the date on which demand for repayment thereof is made
by  the  Required Banks or by the Administrating Bank  acting  on
behalf of the Required Banks.

          (iii)      The  unpaid  principal amount  of  each  DLE
     Initial  Advance, together with all accrued and  unpaid  interest
     thereon,  shall  be due and payable and repaid  in  full  by  the
     Company  on  the earlier to occur of (A) the DLE Initial  Advance
     Repayment  Date  and (B) upon the occurrence of  a  Reimbursement
     Default,  an  Event of Default or an Indenture Event of  Default,
     the  date  two Business Days after the date on which  demand  for
     repayment  thereof  is  made by the  Required  Banks  or  by  the
     Administrating Bank acting on behalf of the Required Banks.

          (iv)  The  unpaid  principal amount of  each  DLE  Term
     Advance,  together with all accrued and unpaid interest  thereon,
     shall be due and payable and repaid in full by the Company on the
     earliest  to  occur of (A) the date 270 days  from  the  date  of
     making such DLE Term Advance, (B) the Stated Expiration Date  and
     (C)  upon the occurrence of a Reimbursement Default, an Event  of
     Default  or an Indenture Event of Default, the date two  Business
     Days after the date on which demand for repayment thereof is made
     by  the  Required Banks or by the Administrating Bank  acting  on
     behalf of the Required Banks.

     (i)  Prepayment of Advances.  (i) The Company shall have  no
right  to  prepay any principal amount of any Advances except  in
accordance with paragraph (ii) below.

          (ii)  The Company may, (A) upon at least three Business
Days'  irrevocable written notice to the Administrating Bank,  in
the  case  of any Eurodollar Rate Advance, and (B) upon at  least
one   Business   Day's   irrevocable  written   notice   to   the
Administrating Bank, in the case of any ABR Advance, in each case
stating the proposed date and aggregate principal amount  of  the
prepayment  and the specific Borrowing(s) to be prepaid,  and  if
such  notice  is given, the Company shall, prepay,  in  whole  or
ratably  in part, together with accrued interest to the  date  of
such  prepayment on the principal amount prepaid and any  amounts
due  pursuant  to Section 4(c) hereof, the outstanding  principal
amount  of  all Advances comprising the same Borrowing,  in  each
case  as  the  Company shall designate in such notice;  provided,
however,  that each partial prepayment shall be in  an  aggregate
principal  amount  not less than $5,000,000,  or,  if  less,  the
aggregate principal amount of all Advances then outstanding.

     (j)   Default Interest.  Any amounts payable by the  Company
hereunder that are not paid when due shall (to the fullest extent
permitted  by  law) bear interest, from the date when  due  until
paid  in  full,  at the Alternate Base Rate plus  2%  per  annum,
payable on demand.

     (k)   Evidence of Indebtedness.  The Funding Bank  and  each
Participating Bank shall maintain, in accordance with their usual
practice,  an account or accounts evidencing the indebtedness  of
the  Company resulting from each drawing under a Letter of Credit
(in  the case of the Funding Bank) and from each Advance (in  the
case of each Participating Bank) made from time to time hereunder
and  the amounts of principal and interest payable and paid  from
time to time hereunder.

     (l)  In the event of (i) the payment of any principal of any
Eurodollar Rate Advance other than on the last day of an Interest
Period   applicable  thereto  (including  as  a   result   of   a
Reimbursement  Event of Default or Prepayment  Event),  (ii)  the
Conversion  for any reason of any Eurodollar Rate  Advance  other
than  on  the last day of the Interest Period applicable thereto,
(iii)  the  failure to Convert, continue or prepay any Eurodollar
Rate  Advance  on  the  date specified in  any  notice  delivered
pursuant  hereto  or (iv) the assignment of any  Eurodollar  Rate
Advance  other  than  on  the last day  of  the  Interest  Period
applicable  thereto  as  a result of a  request  by  the  Company
pursuant  to  Section 4(g), then, in any such event, the  Company
hereby agrees to compensate each Participating Bank for the loss,
cost and expense attributable to such event.  Such loss, cost  or
expense  to any Participating Bank shall be deemed to include  an
amount determined by such Participating Bank to be the excess, if
any,  of  (x) the amount of interest which would have accrued  on
the principal amount of such Advance had such event not occurred,
at  the  Adjusted  LIBO Rate (in the case of  a  Eurodollar  Rate
Advance) that would have been applicable to such Advance, for the
period  from the date of such event to the last day of  the  then
current Interest Period therefor (or, in the case of a failure to
Convert  or  continue, for the period that would  have  been  the
Interest  Period  for  such Advance),  over  (y)  the  amount  of
interest  which  would accrue on such principal amount  for  such
period  at the interest rate which such Participating Bank  would
bid  were  it  to  bid, at the commencement of such  period,  for
dollar  deposits  of a comparable amount and  period  from  other
banks   in   the  eurodollar  market.   A  certificate   of   any
Participating Bank setting forth any amount or amounts that  such
Participating  Bank  is  entitled to  receive  pursuant  to  this
Section shall be delivered to the Company and shall be conclusive
absent  manifest error.  The Company shall pay such Participating
Bank  the  amount shown as due on any such certificate within  10
days  after  receipt  thereof.  The obligations  of  the  Company
contained  in  this subsection (l) shall survive the  payment  in
full of amounts payable by the Company under Section 2 hereof and
the  termination of the Letters of Credit and this  Agreement  or
the substitution of any of the Banks pursuant to Sections 4(g) or
(h) hereof.

     SECTION  3.      Fees.  The Company agrees  to  pay  to  the
Administrating Bank (a) for the account of the Funding Bank a fee
with  respect to each Letter of Credit as separately agreed  upon
between  the Company and the Funding Bank in accordance with  the
terms of the letter dated the date hereof between the Company and
the Funding Bank, (b) for the account of each Participating Bank,
a  fee  with  respect to each Letter of Credit (a  "Participation
Fee")  equal to the Applicable Rate per annum of the  product  of
(i)   such  Participating  Bank's  Participation  Percentage  and
(ii)  the  Maximum  Credit Amount applicable to  such  Letter  of
Credit, from and including the Date of Issuance of such Letter of
Credit  to  but excluding the Termination Date of such Letter  of
Credit,  payable quarterly in arrears on each April 15, July  15,
October 15 and January 15 (commencing January 15, 2000),  and  on
such  Termination Date; (c) upon the execution of this Agreement,
for  the account of the Funding Bank and each Participating  Bank
(including the Administrating Bank and the Documentation  Agent),
the   up-front   fees   separately  agreed   upon   between   the
Administrating Bank and the Participating Banks and consented  to
by  the  Company  and  (d) for the account of the  Administrating
Bank,  fees computed and payable in accordance with the terms  of
the  letter  dated  November 22, 1999, among  the  Administrating
Bank,  Chase  Securities  Inc., the Company  and  Entergy.   Upon
receipt  from the Company of fees payable in accordance with  the
provisions of this Section 3, the Administrating Bank  agrees  to
promptly  pay  to  the  account of  the  Funding  Bank  and  each
Participating Bank, as applicable, the fees paid to  it  for  the
account  of the Funding Bank or such Participating Bank  pursuant
to this Section 3.

     SECTION  4.     Change in Circumstances; Alternate  Rate  of
Interest.   If  prior to the commencement of any Interest  Period
for a Eurodollar Rate Advance:

     (a)  the Administrating Bank determines (which determination
shall  be  conclusive absent manifest error)  that  adequate  and
reasonable means do not exist for ascertaining the Adjusted  LIBO
Rate  or  the LIBO Rate, as applicable, for such Interest Period;
or

     (b)  the Administrating Bank is advised by the Required Banks
that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for
such Interest Period will not adequately and fairly reflect the
cost to such Required Banks of making or maintaining their
Eurodollar Rate Advances for such Interest Period;
then  the  Administrating Bank shall give notice thereof  to  the
Company  and the Participating Banks by telephone or telecopy  as
promptly  as practicable thereafter and, until the Administrating
Bank  notifies the Company and the Participating Banks  that  the
circumstances giving rise to such notice no longer exist, (i) any
request  to  Convert  any  ABR Advance to,  or  to  continue  any
Eurodollar  Rate Advance as, a Eurodollar Rate Advance  shall  be
ineffective and (ii) if any request is made for a Eurodollar Rate
Advance, such Borrowing shall be made as an ABR Advance.

    (c)  If, after the date hereof, any Bank shall have determined
that  the adoption of any applicable law, rule or regulation,  or
any  change  therein,  or  any change in  the  interpretation  or
administration  thereof  by any governmental  authority,  central
bank  or  comparable  agency charged with the  interpretation  or
administration  thereof,  or compliance  by  any  Bank  with  any
request or directive (whether or not having the force of law)  of
any  such  authority,  central bank or  comparable  agency  shall
impose, modify or deem applicable any reserve, special deposit or
similar  requirement  (including, without  limitation,  any  such
requirement  imposed  by the Board of Governors  of  the  Federal
Reserve   System)  against  letters  of  credit  issued   by   or
participated in or assets of, or deposits with or for the account
of  any  Bank  or  shall impose on any Bank any  other  condition
regarding this Agreement or the Letters of Credit and the  result
of  the  foregoing shall be to increase the cost to such Bank  of
issuing,  maintaining or participating in any of the  Letters  of
Credit  or  any  drawing thereunder or making or maintaining  any
Eurodollar Rate Advance (or of maintaining its obligation to make
such Advance) (which increase in cost shall be the result of such
Bank's  reasonable  allocation of  the  aggregate  of  such  cost
increases resulting from such events), then, within 15 days after
demand  by such Bank, the Company agrees to pay to such Bank  all
additional amounts that are necessary to compensate such Bank for
such increased cost incurred by such Bank.

    (d)  If any Bank shall have determined that the applicability of
any law, rule, regulation or guideline adopted pursuant to or
arising out of the July 1988 report of the Basle Committee on
Banking Regulations and Supervisory Practices entitled
"International Convergence of Capital Measurement and Capital
Standards" (the "Basle Report"), or the adoption after the date
hereof of any other law, rule, regulation or guideline regarding
capital adequacy, or any change in any of the foregoing or in the
interpretation or administration of any of the foregoing by any
governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance
by any Bank (or any lending office of any Bank) or any Bank's
holding company with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have
the effect of reducing the rate of return on such Bank's capital
or on the capital of such Bank's holding company, if any, as a
consequence of this Agreement or under or in connection with any
Letter of Credit to a level below that which such Bank or such
Bank's holding company could have achieved but for such adoption,
change or compliance (taking into consideration such Bank's
policies and the policies of such Bank's holding company with
respect to capital adequacy) by an amount deemed by such Funding
Bank to be material, then, within 15 days after demand by such
Bank, the Company shall pay to such Bank such additional amount
or amounts as will compensate such Bank or such Bank's holding
company for any such reduction suffered.  Notwithstanding the
foregoing, any risk-based capital standard adopted and publicly
announced prior to the Closing Date (regardless of the date on
which compliance with such standard is required), shall not be
considered a basis for imposing additional costs on the Company
under this paragraph (c).

     (e)  The Company agrees that all payments made by the Company
hereunder to any Bank shall be made free and clear of, and
without reduction for or on account of, any stamp or other taxes,
levies, imposts, duties, charges, fees, deductions, withholdings,
restrictions or conditions of any nature whatsoever hereafter
imposed, levied, collected, withheld or assessed by any country
(or by any political subdivision or taxing authority thereof or
therein), except for franchise taxes and changes in the rate of
tax on the overall net income of the Banks (such nonexcluded
taxes being called "Tax" or "Taxes").  If any Taxes are required
to be withheld from any amounts payable by the Company to any
Bank, the Company agrees that the amounts so payable to such Bank
shall be increased to the extent necessary to yield to such Bank
(after payment of all Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in
this Agreement; provided that the Company shall not be obligated
to pay such amounts for the benefit of such Bank with respect to
any period in which such Bank has failed (x) to file any form or
certificate that it was entitled to file which would have
exempted such Bank from such Taxes or (y) to take other action
which would entitle such Bank to an exemption from such Taxes, if
such action would not, in the reasonable judgment of such Bank,
be otherwise disadvantageous to it.  Whenever any Tax is paid by
the Company, as promptly as possible thereafter, the Company
shall send the applicable Bank a receipt or other evidence of
payment thereof.

     (f)  A certificate as to the nature of the occurrence giving rise
to, and the calculation of, compensation to the Funding Bank, a
Participating Bank or a Participant pursuant to paragraphs (a),
(b), (c) and (d) of this Section 4 shall be submitted by the
Funding Bank, such Participating Bank or such Participant to the
Administrating Bank.  Such certificate shall be submitted by the
Administrating Bank to the Company and shall be conclusive
evidence (absent demonstrable error) as to the amount thereof.
Each such certificate shall provide the identity of the Funding
Bank, such Participating Bank or such Participant.


     (g)  The Company agrees that each Participating Bank and each
Participant shall have the same rights and obligations under this
Section 4 with respect to its respective participation to the
same extent as if such Participating Bank or Participant were
named instead of the Funding Bank in this Section 4.

     (h)  In the event any Participating Bank gives a notice with
respect to it or any of its Participants pursuant to Section 4(e)
hereof, the Company may require, at its expense, such Bank to
assign all its Participation Percentage of the Letters of Credit
and all its rights and obligations hereunder to a financial
institution specified by the Company (a "Substitute Bank");
provided that (i) such assignment shall not conflict with or
violate any law, rule or regulation or order of any court or
other governmental agency or instrumentality, (ii) the Company
shall have received the written consent of the Funding Bank and
the Administrating Bank (which consent, in the case of the
Administrating Bank shall not unreasonably be withheld), to such
assignment and (iii) the Company shall have paid to such assignor
Bank all monies accrued and owing hereunder to it.  The
Substitute Bank shall execute a counterpart of this Agreement and
such additional amendments, agreements, instruments and documents
as may be reasonably requested by the Administrating Bank.

     (i)  In the event the Funding Bank gives a notice with respect to
itself pursuant to Section 4(e) hereof, the Company may replace
such Funding Bank with a financial institution specified by the
Company (a "Substitute Funding Bank"); provided that (i) such
replacement shall not conflict with or violate any law, rule or
regulation or order of any court or other government agency or
instrumentality, (ii) the Company shall have received the written
consent of the Owner Trustee and the Owner Participants to such
substitution, and the Company shall have taken all other
applicable actions required under the Transaction Documents and
(iii) the Company shall have paid to the Funding Bank all monies
accrued and owing hereunder to it.  The Substitute Funding Bank
shall execute a counterpart of this Agreement and such additional
amendments, agreements, instruments and documents as may be
reasonably requested by the Administrating Bank.

      SECTION 5.     Participations.  (a)  By the issuance of a Letter
of  Credit  and  without any further action on the  part  of  the
Funding  Bank  or any Participating Bank in respect thereof,  the
Funding   Bank   shall  be  deemed  to  have  granted   to   each
Participating Bank, and each Participating Bank hereby  shall  be
deemed to have acquired from the Funding Bank, a participation in
such   Letter  of  Credit  equal  to  such  Participating  Bank's
Participation  Percentage of the Maximum Credit  Amount  of  such
Letter  of Credit, effective upon the issuance of such Letter  of
Credit.   In  consideration and in furtherance of the  foregoing,
each  Participating  Bank hereby absolutely  and  unconditionally
agrees  to  pay  to  the  Funding Bank, in accordance  with  this
Section 5, such Participating Bank's Participation Percentage  of
each  payment made by the Funding Bank of a draft under a  Letter
of Credit.  Upon payment of a draft under a Letter of Credit, the
Funding  Bank  shall  promptly  give  telephonic  notice  (to  be
followed by delivery by telecopy of a Notice of Drawing) to  each
Participating  Bank of the date and amount of such  payment.   If
such  Notice of Drawing is received by a Participating Bank after
12:30  p.m. (New York time) such notice shall be deemed  to  have
been  received  on the next Business Day.  With respect  to  each
Participating  Bank,  promptly upon receipt  of  such  Notice  of
Drawing but in any event no later than 3:00 p.m. (New York  time)
on  the date on which such Participating Bank shall have received
or  shall be deemed to have received such Notice of Drawing  from
the  Funding  Bank,  such Participating Bank  shall  pay  to  the
Funding  Bank  an  amount  equal  to  the  product  of  (A)  such
Participating Bank's Participation Percentage and (B) the  amount
of  the payment made by the Funding Bank on such draft; provided,
however,  that,  with respect to the payment of  any  draw  on  a
Letter  of  Credit,  the  Funding Bank  shall  not  require  such
Participating  Bank  to  pay (exclusive of  interest)  an  amount
greater  than  the  product  of  (x)  such  Participating  Bank's
Participation  Percentage and (y) the lesser of (m)  the  Maximum
Available  Credit  Amount of such Letter  of  Credit  immediately
prior to adjustment for payment by the Funding Bank of such  draw
and  (n)  the  Maximum Drawing Amount of such  Letter  of  Credit
immediately prior to adjustment of the Maximum Drawing Amount  of
such  Letter  of Credit for payment by the Funding Bank  of  such
draw; provided further that each Participating Bank shall not  be
obligated  to  make any payment to the Funding Bank  pursuant  to
this paragraph (a) with respect to any wrongful payment under any
Letter  of Credit as a result of the gross negligence or  willful
misconduct  of  the Funding Bank.  If payment of the  amount  due
pursuant to the preceding sentence from a Participating  Bank  is
received  by the Funding Bank after 3:00 p.m. (New York time)  on
the  date it is due, such Participating Bank agrees to pay to the
Funding Bank along with its payment of the amount due pursuant to
the  preceding sentence, interest on such amount at  a  rate  per
annum equal to (i) for the period from and including the Business
Day such payment is due to but excluding the next succeeding day,
the  rate in effect on the day such payment is due, quoted by the
Funding Bank at its New York office, for overnight "sale" to  the
other Participating Banks of Federal funds (the "Fed Funds Rate")
and (ii) for the period from and including the Business Date next
succeeding the date such payment is due to but excluding the date
such  amount  is paid in full, the Alternate Base Rate  plus  2%.
The  Funding  Bank  agrees to give prompt  written  notice  to  a
Participating  Bank  if the Funding Bank  does  not  receive  the
payment  required  by this paragraph (a) from such  Participating
Bank  on  the  date  on  which such payment  was  due  from  such
Participating  Bank.   Any action taken or omitted  to  be  taken
(other  than  at the direction of the Participating Banks)  which
has  the  effect  of  extending a Letter  of  Credit  beyond  its
Termination Date shall constitute gross negligence of the Funding
Bank   and  shall  release  each  Participating  Bank  from   its
obligation  set  forth  in this paragraph (a)  to  reimburse  the
Funding  Bank  for  the payment of a drawing on  such  Letter  of
Credit.

     (b)   Each  Participating Bank acknowledges and agrees  that
its  obligation to make the payments specified in  Section  2  or
Section  5(a) hereof and the right of the Funding Bank to receive
the  same,  in  the  manner specified therein, are  absolute  and
unconditional  (except  as  set  forth  in  said  Section  2   or
Section  5(a))  and  shall not be affected by  any  circumstances
whatsoever, including, without limitation (i) the occurrence  and
continuance  of  any Event of Default under any of  the  Facility
Leases,  (ii)  any  Reimbursement  Default  or  Prepayment  Event
hereunder,  (iii)  any  breach or default  by  the  Company,  the
Administrating Bank or any Participating Bank hereunder, (iv) any
lack  of validity or enforceability of any Letter of Credit, this
Agreement,  any  of  the  Transaction Documents  or  any  of  the
Financing  Documents,  (v) any amendment  or  waiver  of  or  any
consent  to departure from the Letters of Credit, this Agreement,
any  of  the  Transaction  Documents  or  any  of  the  Financing
Documents;  (vi) the existence of any claim, setoff,  defense  or
other  right which the Participating Banks may have at  any  time
against  the Company, the Owner Participants or the Owner Trustee
(or any persons for whom any of the foregoing may be acting), the
Funding  Bank,  the Administrating Bank, any other  Participating
Bank,  or  any  other  Person, whether in  connection  with  this
Agreement, the Transaction Documents, the Financing Documents  or
any  other  documents  contemplated  hereby  or  thereby  or  any
unrelated  transactions;  provided  that  nothing  herein   shall
prevent  the  assertion of any such claim  by  separate  suit  or
compulsory  counterclaim; (vii) any statement or  other  document
presented  under  the  Letters of Credit proving  to  be  forged,
fraudulent,  invalid,  or insufficient  in  any  respect  or  any
statement  therein  being  untrue or inaccurate  in  any  respect
whatever; (viii) payment by the Funding Bank under any Letter  of
Credit  against  presentation of a draft or a  certificate  which
does  not  comply  with the terms of such Letter  of  Credit;  or
(ix) any other circumstances or happening whatsoever, whether  or
not similar to any of the foregoing; provided, however, that with
regard  to this Section 5(b), the Participating Banks shall  have
no  obligation to make, and the Funding Bank shall have no  right
to  receive,  payments that result from the gross  negligence  or
wilful misconduct of the Funding Bank.

     (c)  Upon receipt of a payment from the Company pursuant  to
Section  2  hereof, the Funding Bank shall promptly  transfer  to
each  Participating Bank such Participating Bank's pro rata share
(determined   in   accordance  with  such  Participating   Bank's
Participation   Percentage)  of  such  payment  based   on   such
Participating Bank's pro rata share (determined as aforesaid)  of
amounts  paid pursuant to Section 5(a) hereof, and not previously
reimbursed by the Company pursuant to Section 2 hereof; provided,
however,  that if a Participating Bank shall fail to pay  to  the
Funding  Bank any amount required by Section 5(a) hereof  on  the
Business  Day  following the date on which such payment  was  due
from  such  Participating Bank and the  Company  shall  not  have
reimbursed the Funding Bank for such amount pursuant to Section 2
hereof (such unreimbursed amount being hereinafter referred to as
the  "Transferred Amount"), the Funding Bank shall be  deemed  to
have  purchased, on such following Business Day (a "Participation
Transfer Date") from such Participating Bank, a participation  in
such  Transferred Amount and shall be entitled,  for  the  period
from and including the Participation Transfer Date to the earlier
of  (i)  the date on which the Company shall have reimbursed  the
Funding  Bank for such Transferred Amount and (ii)  the  date  on
which  such Participating Bank shall have reimbursed the  Funding
Bank  for  such  Transferred Amount (the "Participation  Transfer
Period"),  to  the  rights,  privileges  and  obligations  of   a
"Participating  Bank" under this Agreement with respect  to  such
Transferred Amount; provided further that if, at any  time  after
the  occurrence of a Participation Transfer Date with respect  to
any  Participating  Bank and prior to the reimbursement  by  such
Participating  Bank  of  the Funding Bank  with  respect  to  the
related  Transferred Amount pursuant to paragraph (a) above,  the
Funding  Bank shall receive any payment from the Company pursuant
to  Section 2 hereof, the Funding Bank shall not be obligated  to
pay  any amounts to such Participating Bank, and the Funding Bank
shall   retain  such  amounts  (including,  without   limitation,
interest  payments  due from the Company pursuant  to  Section  2
hereof)  for  its own account as a Participating  Bank;  provided
that  all  such amounts shall be applied in satisfaction  of  the
unpaid  amounts (including, without limitation, interest payments
due from such Participating Bank pursuant to Section 5(a) hereof)
due from such Participating Bank with respect to such Transferred
Amount;  and,  provided further that if, at any  time  after  the
occurrence of a Participation Transfer Date with respect  to  any
Participating Bank and prior to the reimbursement of the  Funding
Bank   by   such   Participating  Bank  or  the   Company,   such
Participating   Bank   shall  have  (i)  voluntarily   dissolved,
(ii)  appointed a receiver, (iii) suffered the appointment  of  a
receiver  who takes possession of its books, records and  assets,
commences to collect all dues and claims and to sell all property
of such Participating Bank, or (iv) suffered the appointment of a
conservator,  the Funding Bank shall thereafter  be  entitled  to
retain such Participation for its own account.  All payments  due
to the Participating Banks from the Funding Bank pursuant to this
paragraph  (c) shall be made to the Participating Banks  if,  as,
and  to  the  extent  possible, when the  Funding  Bank  receives
payments  in respect of drawings under the Letters of  Credit  or
Advances  pursuant to Section 2 hereof, and in the same funds  in
which   such   amounts  are  received;  provided  that   if   any
Participating  Bank  to  whom the Funding  Bank  is  required  to
transfer  any such payment (or any portion thereof)  pursuant  to
this  paragraph  (c)  does not receive such payment  (or  portion
thereof)  prior to 3:00 p.m. (New York time) on the Business  Day
on  which the Funding Bank received such payment from the Company
(which  payment, if received by the Funding Bank after 2:00  p.m.
(New  York  time) on any Business Day, shall be deemed,  for  the
purposes  of  this  proviso, to have been received  on  the  next
succeeding Business Day), the Funding Bank agrees to pay to  such
Participating Bank, along with its payment of the portion of such
payment  due to such Participating Bank, interest on such  amount
at  a  rate  per  annum  equal to (i) for  the  period  from  and
including  such Business Day to but excluding the next succeeding
day,  the  Fed  Funds  Rate  and (ii) for  the  period  from  and
including  the  date  next succeeding such Business  Day  to  but
excluding  the  date such amount is paid in full,  the  Alternate
Base  Rate  plus 2%.  If, in connection with any  case  or  other
proceeding  seeking liquidation, reorganization or  other  relief
with  respect to the Company or their debts under any bankruptcy,
insolvency  or other similar law now or hereafter in effect,  the
Funding Bank shall be required to return to the Company or to any
trustee,   receiver,  liquidator,  custodian  or  other   similar
official  all  or any portion of such payments or interest,  each
Participating  Bank  shall,  upon demand  of  the  Funding  Bank,
forthwith  return to the Funding Bank any amounts transferred  to
such  Participating Bank by the Funding Bank in  respect  thereof
pursuant to this paragraph (c).

     (d)   The Funding Bank will exercise and give the same  care
and  attention to the Letters of Credit as it gives to its  other
letters of credit and similar obligations, and each Participating
Bank  agrees  that  the  Funding Bank's sole  liability  to  each
Participating  Bank shall be (i) to distribute promptly,  as  and
when  received  by the Funding Bank, and in accordance  with  the
provisions of paragraph (c) above, such Participating Bank's  pro
rata  share  (determined  in accordance with  such  Participating
Bank's  Participation Percentage) of any payments to the  Funding
Bank  by  the Company pursuant to Section 2 hereof in respect  of
drawings  under  the  Letters  of Credit  or  Advances,  (ii)  to
exercise  or refrain from exercising any right or to take  or  to
refrain from taking any action under this Agreement or any Letter
of Credit as may be directed in writing by the Required Banks (or
such  higher  percentage of Banks as may be  otherwise  expressly
required under this Agreement) or the Administrating Bank  acting
on  behalf  of  such Banks and (iii) as otherwise  expressly  set
forth  herein.   The  Funding Bank shall not be  liable  for  any
action  taken or omitted at the request or with approval  of  the
Required Banks or of the Administrating Bank acting on behalf  of
the  Required Banks or for the nonperformance of the  obligations
of  any  other party under this Agreement, any of the Transaction
Documents,  any of the Financing Documents or any other  document
contemplated hereby or thereby.  Without in any way limiting  any
of  the  foregoing, the Funding Bank may rely upon the advice  of
counsel   concerning   legal  matters  and   upon   any   written
communication or any telephone conversation which it believes  to
be  genuine  or to have been signed, sent or made by  the  proper
person  and  shall not be required to make any inquiry concerning
the  performance  by  the Company, the Owner Trustee,  any  Owner
Participant  or  any  other Person, of any  of  their  respective
obligations  and  liabilities  under  or  in  respect   of   this
Agreement, the Transaction Documents, the Financing Documents  or
any  other documents contemplated hereby or thereby.  The Funding
Bank  shall not have any obligation to make any claim, or  assert
any  Lien,  upon any property held by the Funding Bank or  assert
any  offset there-against; provided that the Funding Bank  shall,
if  so directed by the Required Banks or the Administrating  Bank
acting  on  behalf of the Required Banks, have an  obligation  to
make a claim, or assert a Lien, upon property held by the Funding
Bank  in  connection  with this Agreement  or  assert  an  offset
thereagainst.   The Funding Bank may accept deposits  from,  make
loans or otherwise extend credit to, and generally engage in  any
kind of banking or trust business with the Company or any of  its
Affiliates,  or  any other Person, and receive  payment  on  such
loans  or  extensions of credit and otherwise  act  with  respect
thereto  freely and without accountability in the same manner  as
if  this Agreement and the transactions contemplated hereby  were
not  in  effect.   Without limiting any  of  the  foregoing,  the
Funding Bank agrees that (x) it will not give notice of a Date of
Early  Termination  under a Letter of Credit  without  a  writing
executed  by the Required Banks or executed by the Administrating
Bank  on  behalf of the Required Banks directing it to give  such
notice (which writing shall specify the Date of Early Termination
to  be given in such notice) and (y) if a Reimbursement Event  of
Default or Prepayment Event has occurred and is continuing,  upon
receipt  of such a writing, it will give such notice as  provided
in such Letter of Credit.

     (e)  The Funding Bank makes no representation and shall have
no   responsibility  with  respect  to:   (i)  the   genuineness,
legality,  validity,  binding effect or  enforceability  of  this
Agreement, any of the Transaction Documents, any of the Financing
Documents or any other documents contemplated hereby or  thereby;
(ii)  the truthfulness and accuracy of any of the representations
contained  in  this Agreement, any of the Transaction  Documents,
any   of   the   Financing  Documents  or  any  other   documents
contemplated hereby or thereby; (iii) the collectability  of  any
amounts due under this Agreement; (iv) the financial condition of
the  Company or any other Person; and (v) any act or omission  of
any  Owner  Participant with respect to its use of any Letter  of
Credit.   Each  Participating Bank acknowledges and  agrees  that
such Participating Bank has been, and will continue to be, solely
responsible  for  making  its own independent  appraisal  of  and
investigation into the financial condition, affairs,  status  and
nature  of the Company and for making its own credit decision  in
taking  or  not taking any action, including without  limitation,
entering into this Agreement.

     (f)   To  the extent that the Funding Bank is not reimbursed
and  indemnified by the Company under Section 20, Section  21  or
Section  22 hereof, each Participating Bank severally  agrees  to
reimburse and indemnify the Funding Bank on demand, pro  rata  in
accordance   with   such   Participating   Bank's   Participation
Percentage, for and against any and all liabilities, obligations,
losses,  damages,  penalties, actions, judgments,  suits,  costs,
expenses or disbursements of any kind or nature whatsoever  which
may  be imposed on, incurred by, or asserted against, the Funding
Bank,  in  any way relating to or arising out of the  Letters  of
Credit  or this Agreement, or any action taken or omitted by  the
Funding  Bank under or in connection with this Agreement  or  the
Letters  of  Credit;  provided, however, that such  Participating
Bank  shall  not  be liable for any portion of such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,
suits,  costs,  expenses  or  disbursements  resulting  from  the
Funding Bank's gross negligence or wilful misconduct or from  the
Funding  Bank's failure to refrain from exercising or to exercise
any  right or to refrain from taking or to take any action  under
this  Agreement or the Letters of Credit, as directed in  writing
by  the  Required Banks or by the Administrating Bank  acting  on
behalf  of  the  Required Banks; and provided further  that  such
Participating Bank shall not be liable to the Funding Bank or any
other  Participating  Bank  for the failure  of  the  Company  to
reimburse  the Funding Bank or any other Participating  Bank  for
any  drawing  made under a Letter of Credit or any Advance,  with
respect  to  which such Participating Bank has paid  the  Funding
Bank  such  Participating Bank's pro rata  share  (determined  in
accordance   with   such   Participating   Bank's   Participation
Percentage),  or  for  the  Company's  failure  to  pay  interest
thereon.   Each  Participating  Bank's  obligations  under   this
paragraph (f) shall survive the termination of this Agreement and
the Letters of Credit.  Nothing in this paragraph (f) is intended
to   limit  any  Participating  Bank's  reimbursement  obligation
contained in paragraph (a) above.

     (g)   Each  Participating Bank agrees that it will  promptly
(i)  notify the Administrating Bank of any occurrence giving rise
to a right to compensation to such Participating Bank pursuant to
Section  4  hereof and (ii) submit to the Administrating  Bank  a
certificate detailing such occurrence giving rise thereto and the
calculation  of the amount of compensation with respect  thereto.
The   Administrating  Bank  agrees  to  present   promptly   such
certificate to the Company in accordance with Section 4 hereof.

     (h)   Each  Participating  Bank agrees  that  if  it  should
receive  any  amount in respect of its participation  other  than
from  the Funding Bank pursuant to paragraph (c) above and  other
than  as  contemplated by Section 3, Section  4,  Section  17(a),
Section  21, or Section 22 hereof, such Participating  Bank  will
remit all of the same to the Administrating Bank to distribute to
the  Participating  Banks  pro  rata  in  accordance  with  their
Participation Percentages.

     SECTION 6.     Payments.  (a)  All payments by the Company or the
Participating  Banks  to  the  Funding  Bank  pursuant  to   this
Agreement  shall be made in lawful currency of the United  States
and  in immediately available funds to the Funding Bank's account
maintained with the Administrating Bank for such purpose,  or  to
such  other account as the Funding Bank shall notify the  Company
and  each  Participating Bank in writing.  All  payments  by  the
Funding  Bank,  the  Company, or the  Administrating  Bank  to  a
Participating Bank shall be made in lawful currency of the United
States and in immediately available funds at the address of  such
Participating Bank set forth below the name of such Participating
Bank  on the signature pages hereof, or at such other address  as
any Participating Bank shall notify each of the Funding Bank, the
Company, and the Administrating Bank in writing.

     (b)   Whenever any payment under this Agreement shall be due
on  a  day  which  is not a Business Day, the  date  for  payment
thereof  shall  be extended to the next succeeding Business  Day,
and  any  interest  payable thereon shall  be  payable  for  such
extended time at the specified rate.

     (c)  Interest payable under Sections 2(a), 2(b)(i), 2(e)(i),
5(a)  and 5(c) hereof and the fees payable under Section 3 hereof
shall  be computed on the basis of a year of 365 or 366 days  (as
applicable)  and  paid  for the actual  number  of  days  elapsed
(including  the first day but excluding the last day).   Interest
payable under Section 2(e)(iii) hereof shall be computed  on  the
basis  of  a year of 360 days and paid for the actual  number  of
days  elapsed  (including the first day but  excluding  the  last
day).

     (d)  Except as otherwise expressly provided in Section 3,  4
or  5  hereof,  all payments hereunder from the  Company  to  the
Participating  Banks, from the Funding Bank to the  Participating
Banks, from the Participating Banks to the Funding Bank and  from
the  Participating Banks to the Administrating Bank shall be made
pro  rata  among the Participating Banks in accordance  with  the
Participation Percentages of such Participating Banks.

     SECTION 7.     Issuance of the Letters of Credit; Conditions
Precedent  to  Issuance.   (a)  Subject to  satisfaction  of  the
conditions precedent set forth in subsections (b), (c),  (d)  and
(e)  of  this Section 7, the Funding Bank shall issue the Letters
of  Credit  to  the  beneficiaries in the amounts  set  forth  in
Schedule  2 hereto (which amounts in the aggregate do not  exceed
the Aggregate Maximum Credit Amount) on the date set forth in the
notice referred to in Section 7(b)(xiv) hereof (such date or such
later  date  on which the conditions precedent are satisfied  and
such  Letters of Credit are issued being herein called the  "Date
of  Issuance" of the Letters of Credit).  All of such Letters  of
Credit  shall  be issued simultaneously.  Each Letter  of  Credit
shall  be  effective on its Date of Issuance and shall expire  on
the Termination Date applicable to such Letter of Credit.

     (b)  As a condition precedent to the issuance of each Letter
of  Credit,  the  Administrating Bank and each  Bank  shall  have
received  on  or  before the Date of Issuance of the  Letters  of
Credit the following, each dated such date except as described in
the  last paragraph of this subsection (b), in form and substance
satisfactory to each Bank:

          (i)  an opinion of Thelen Reid & Priest LLP, (A) as New
     York  counsel to the Company, substantially in the  form  of
     Exhibit  C  hereto, and (B) as New York counsel  to  Entergy
     (including certain Delaware opinions), substantially in  the
     Form of Exhibit D-1 hereto;

          (ii)  (A)  an  opinion  of Ann G. Roy,  as  Mississippi
     counsel  to  the  Company,  substantially  in  the  form  of
     Exhibit E-1 hereto and (B) an opinion of Friday, Eldredge  &
     Clark, as Arkansas counsel to the Company, substantially  in
     the form of Exhibit E-2 hereto;

          (iii)      an opinion of (A) Ann G. Roy, as Mississippi
     counsel  to  EMI, (B) Friday, Eldredge & Clark, as  Arkansas
     counsel to EAI, and (C) Ann G. Roy, as Louisiana counsel  to
     ELI and ENOI substantially in the form of Exhibits F-1 to F-
     4  hereto,  respectively, and (D) Ann G. Roy, as Mississippi
     and  Louisiana counsel to Entergy, substantially in the form
     of Exhibit D-2 hereto;

          (iv) an opinion of King & Spalding, special counsel for
     the   Administrating  Bank  and  the  Participating   Banks,
     substantially in the form of Exhibit G hereto;

          (v)   copies  of  the  resolutions  of  the  Board   of
     Directors of the Company authorizing the execution, delivery
     and  performance  by  the  Company of  this  Agreement,  the
     Collateral Agreements, each of the Transaction Documents  to
     which  the  Company  is  a party and  the  Collateral  Trust
     Indenture,  certified  by  the  Secretary  or  an  Assistant
     Secretary of the Company (which certificate shall state that
     such resolutions are in full force and effect on the Date of
     Issuance of the Letters of Credit);

          (vi) certified copies of all approvals, authorizations,
     orders or consents of, or notices to or registrations  with,
     any  governmental body or agency required for  the  Company,
     Entergy  or  any Operating Company to execute,  deliver  and
     perform  its  obligations  under  this  Agreement  and   the
     Collateral Agreements to which it is a party and of all such
     approvals,  authorizations,  orders,  consents,  notices  or
     registrations required to be obtained or made prior  to  the
     Date of Issuance of the Letters of Credit in connection with
     the  transactions  contemplated by any  of  the  Transaction
     Documents,  Collateral Agreements or any  of  the  Financing
     Documents  to  which  any  of the Company,  Entergy  or  any
     Operating Company is a party;

          (vii)     a certificate as to the good standing of each
     of the Company, Entergy, and each Operating Company, as of a
     recent  date, from the Secretary of State of the  applicable
     state of such Person's organization;

          (viii)      the  Administrating  Bank  shall   have   a
     perfected first priority security interest in the Collateral
     Agreements;

          (ix)  (i)  a certificate of the Secretary or  Assistant
     Secretary  of  each  of  the  Company,  Entergy,  and   each
     Operating Company certifying (A) that attached thereto is  a
     true  and complete copy of the by-laws of such Person as  in
     effect  on  the Closing Date and at all times since  a  date
     prior to the date of the resolutions described in clause (B)
     below, (B) that attached thereto is a true and complete copy
     of  resolutions  duly adopted by the Board of  Directors  of
     such   Person   authorizing  the  execution,  delivery   and
     performance of the Collateral Agreements to which  it  is  a
     party,  and  that such resolutions have not  been  modified,
     rescinded  or  amended  and are in full  force  and  effect,
     (C) that (x) attached thereto is a true and complete copy of
     the  certificate or articles of incorporation, including all
     amendments  thereto,  of  such  Person  and  (y)  that  such
     certificate  or  articles  of incorporation  have  not  been
     amended  since the date of the last amendment  thereto,  and
     (D)  as  to  the incumbency and specimen signature  of  each
     officer  executing this Agreement, any Collateral  Agreement
     or any other document or certificate delivered in connection
     herewith on behalf of such Person; and (ii) a certificate of
     another  officer as to the incumbency and specimen signature
     of  the  Secretary  or  Assistant  Secretary  executing  the
     certificate pursuant to (i) above.

          (x)   an  executed  copy  of the Supplementary  Capital
     Funds Agreement.

          (xi)  an  executed  copy of the Availability  Agreement
     Assignment.

          (xii)     a copy of each Disclosure Document;

          (xiii)     such other documents, instruments, approvals
     (and,  if  requested  by any Bank, certified  duplicates  of
     executed  copies  thereof)  or  opinions  as  any  Bank  may
     reasonably request in writing; and

          (xiv)      a written notice with respect to each Letter
     of Credit of the proposed Date of Issuance of such Letter of
     Credit  signed  by the Company and the Owner Participant  to
     which such Letter of Credit shall be issued.

     The  parties hereto acknowledge that (1) the resolutions  of
the  Board of Directors of the Company described in paragraph (v)
of this subsection (b) with respect to the Transaction Documents,
the Availability Agreement and the Collateral Trust Indenture and
(2)  all  approvals,  consents and other documents  described  in
paragraph  (vi)  of  this  subsection (b)  with  respect  to  the
Transaction Documents and the Financing Documents were previously
delivered   in   1988  to  the  banks  party  to   the   Original
Reimbursement  Agreement  and that such  documents  will  not  be
required to be redelivered in connection with this Agreement.

     (c)   The following statements shall be true and correct  on
the   Date  of  Issuance  of  the  Letters  of  Credit  and   the
Administrating  Bank and each Bank shall have  received  on  such
Date  of Issuance certificates signed by duly authorized officers
of the Company dated such Date of Issuance, stating that:

          (i)   the  representations and warranties contained  in
     Section  10  hereof are correct on and as of  such  Date  of
     Issuance as though made on and as of such date; and

          (ii)  no Reimbursement Default, Prepayment Event, Event
     of  Default, Indenture Event of Default, Event  of  Loss  or
     Deemed Loss Event shall have occurred and be continuing  and
     no   Reimbursement  Default,  Prepayment  Event,  Event   of
     Default, Indenture Event of Default, Event of Loss or Deemed
     Loss Event shall result from the issuance of the Letters  of
     Credit.

     (d)   On  or  before the Date of Issuance of the Letters  of
Credit:

          (i)    each  of  the  Transaction  Documents  and   the
     Collateral  Agreements shall have been duly  authorized  and
     executed by the respective parties thereto and shall  be  in
     full force and effect;

          (ii)   the  Administrating  Bank  shall  have  received
     executed  copies  (or duplicates thereof) of  each  of  such
     Transaction  Documents and Collateral  Agreements,  each  of
     which  shall  be in form and substance satisfactory  to  the
     Administrating Bank and the Banks;

          (iii)      all conditions precedent to the Closing  set
     forth  in  Section  5(b)  of  the  Participation  Agreements
     executed by the Owner Participants to which such Letters  of
     Credit  are  to  be issued shall have been fulfilled  (other
     than those conditions requiring issuance of such Letters  of
     Credit  and  delivery of opinions with  respect  thereto  by
     counsel to the Funding Bank);

          (iv)  each  Owner Participant shall have delivered  its
     letter of credit issued to it on or as of December 27, 1996,
     in   connection   with   the  1996  Amended   and   Restated
     Reimbursement Agreement to the Funding Bank for cancellation
     together  with  a duly executed request for cancellation  in
     the form of Exhibit 7 to such letter of credit;

          (v)  the Purchase Documents (as such term is defined in
     the   Participation  Agreements  executed   by   the   Owner
     Participants  to  which such Letters of  Credit  are  to  be
     issued) shall have been delivered to the Owner Trustee; and

          (vi) all Fees required to be paid pursuant to Section 3
     on  the  Closing  Date  shall  have  been  received  by  the
     Administrating  Bank,  the  Funding  Bank  and   the   other
     Participating Banks, as applicable.

     The  parties  hereto  acknowledge that (1)  the  Transaction
Documents described in paragraph (ii) of this subsection (d)  and
(2)  the  Purchase Documents described in paragraph (v)  of  this
subsection  (d)  were  previously  delivered  in  1988   to   the
Administrating Bank or the Owner Trustee, respectively, and  that
such  documents  will not be required to be redelivered  to  such
parties in connection with this Agreement.

     (e)   On the Date of Issuance of the Letters of Credit,  the
full  power  operating license issued for Unit 1 by  the  Nuclear
Regulatory Commission shall be in full force and effect.

     (f)    Conditions  Precedent  to  EOL  Term  Advances.   The
obligation of each Participating Bank to make an EOL Term Advance
shall be subject to the conditions precedent that, on the date of
such EOL Term Advance, the following statements shall be true and
the  Administrating Bank shall have received a certificate  of  a
duly  authorized officer of the Company, dated the date  of  such
EOL Term Advance stating that:

          (i)   the  representations and warranties contained  in
     Section  10  of this Agreement are true and correct  in  all
     material  respects on and as of the date of  such  EOL  Term
     Advance,  before and after giving effect to  such  EOL  Term
     Advance and to the application of the proceeds therefrom, as
     though made on and as of such date; and

          (ii)  no event has occurred and is continuing, or would
     result  from  such  Advance, that constitutes  an  Event  of
     Default,   Reimbursement  Default,   Prepayment   Event   or
     Indenture Event of Default.

     (g)    Conditions  Precedent  to  DLE  Term  Advances.   The
obligation  of  each  Participating Bank to  make  any  DLE  Term
Advance shall be subject to the conditions precedent that, on the
date of such DLE Term Advance, the following statements shall  be
true   and   the  Administrating  Bank  shall  have  received   a
certificate  of  a duly authorized officer of the Company,  dated
the date of such DLE Term Advance stating that:

          (i)   the  representations and warranties contained  in
     Section  10  of this Agreement are true and correct  in  all
     material  respects on and as of the date of  such  DLE  Term
     Advance,  before and after giving effect to  such  DLE  Term
     Advance and to the application of the proceeds therefrom, as
     though made on and as of such date; and

          (ii)  no event has occurred and is continuing, or would
     result  from  such  Advance, that constitutes  an  Event  of
     Default,  a  Reimbursement  Default,  Prepayment  Event   or
     Indenture Event of Default.

     SECTION 8.     Adjustment of Maximum Drawing Amounts and Maximum
Available Credit Amounts; Terms of Drawing.  The Maximum  Drawing
Amount and Maximum Available Credit Amount applicable to a  given
Letter of Credit shall be subject to modification as specified in
such  Letter of Credit and drawings under each Letter  of  Credit
shall  be subject to the other terms and conditions set forth  in
such  Letter  of Credit.  If an Owner Participant  exercises  its
right  under  Paragraph  5  of the Letter  of  Credit  to  revise
Schedule   II  thereto,  the  Funding  Bank  shall   notify   the
Administrating  Bank  of  such event  and  will  provide  to  the
Administrating  Bank  a copy of such revised  Schedule,  and  the
Administrating Bank shall provide copies of such Schedule to  the
Participating Banks.

     SECTION 9.     Obligations Absolute.  The payment obligations of
the Company under this Agreement shall be absolute, unconditional
and  irrevocable, and shall be performed strictly  in  accordance
with  the  terms  of  this  Agreement,  under  all  circumstances
whatsoever,   including,   without  limitation,   the   following
circumstances:

     (a)  any lack of validity or enforceability of any Letter of
Credit,   this  Agreement,  any  of  the  Transaction  Documents,
Collateral Agreements or any of the Financing Documents;

(b)  any amendment or waiver of or any consent to departure from
all or any of the Letters of Credit, this Agreement, any of the
Transaction Documents, Collateral Agreements or any of the
Financing Documents;

(c)  the existence of any claim, setoff, defense or other rights
which the Company may have at any time against any of the Owner
Participants or the Owner Trustee, the Funding Bank, the
Administrating Bank, any Participating Bank, or any other Person
or entity, whether in connection with this Agreement, the
Transaction Documents, the Financing Documents or any other
documents contemplated hereby or thereby or any unrelated
transactions; provided that nothing herein shall prevent the
assertion of any such claim by separate suit or compulsory
counterclaim;

(d)  any statement or any other document presented under any
Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue
or inaccurate in any respect whatsoever;

(e)  payment by the Funding Bank under any Letter of Credit
against presentation of a draft or certificate which does not
comply with the terms of such Letter of Credit; or

(f)  any other circumstance or happening whatsoever, whether or
not similar to any of the foregoing.

     SECTION  10.    Representations and Warranties.  The Company
represents and warrants as follows:

     (a)  Corporate Existence and Power.  It is a corporation duly
incorporated,  validly existing and in good  standing  under  the
laws  of  the State of Arkansas, is duly qualified to do business
as  a  foreign corporation in and is in good standing  under  the
laws  of  the State of Mississippi and each other state in  which
the  ownership of its properties or the conduct of  its  business
makes such qualification necessary except where the failure to be
so  qualified  would not have a material adverse  effect  on  its
business  or  financial condition or its ability to  perform  its
obligations  under this Agreement, the Transaction  Documents  or
the  Collateral Agreements to which it is a party,  and  has  all
corporate   powers   and  all  material  governmental   licenses,
authorizations, consents and approvals required to carry  on  its
business as now conducted.

(b)  Corporate Authorization.  The execution, delivery and
performance by it of this Agreement and each Transaction Document
and Collateral Agreement to which it is a party, have been duly
authorized by all necessary corporate action on its part and do
not, and will not, require the consent or approval of its
shareholders, or any trustee or holder of any Indebtedness or
other obligation of it.  Certain authorizations, consents and
approvals are required to be and will have been obtained, given
or accomplished on or before the Refunding Date in connection
with the Refunding Loans and Financing Documents.

(c)  No Violation, etc.  Neither the execution, delivery or
performance by it of this Agreement or any Transaction Document
or Collateral Agreement to which it is a party, nor the
consummation by it of the transactions contemplated hereby or
thereby, nor compliance by it with the provisions hereof or
thereof, conflicts or will conflict with, or results or will
result in a breach or contravention of any of the provisions of
its charter or by-laws or any Applicable Law, or any indenture,
mortgage, lease or any other agreement or instrument to which it
or any of its Affiliates is a party or by which its property or
the property of any of its Affiliates is bound, or results or
will result in the creation or imposition of any Lien (other than
Liens permitted under Section 12(e) hereof) upon any of its
property or the property of any of its Affiliates.  There is no
provision of its charter or by-laws, or any Applicable Law, or,
except as disclosed in the Disclosure Documents, any such
indenture, mortgage, lease or other agreement or instrument which
materially adversely affects, or in the future is likely (so far
as it can now foresee) to materially adversely affect, its
business, operations, affairs, condition, properties or assets.
There is no provision of its charter or by-laws, or any
Applicable Law, or any such indenture, mortgage, lease or other
agreement or instrument which materially adversely affects, or in
the future is likely (so far as it now can foresee) to materially
adversely affect its ability to perform its obligations under
this Agreement or any Transaction Document, Collateral Agreement
or Financing Document to which it is, or is to become, a party.

(d)  Governmental Actions.  No Governmental Action is or will be
required in connection with (a) the execution, delivery or
performance by it, or the consummation by it of the transactions
contemplated by this Agreement or any Transaction Document or
Financing Document to which it is, or is to become, a party, or
Sections 1.3 and 1.4 of the Supplementary Capital Funds Agreement
or Section 2.2(b) of the Availability Agreement Assignment, or
(b) the execution and delivery of the Collateral Agreements,
except such Governmental Actions (i) as have been, or on or
before the Closing Date, in the case of this Agreement, the
Transaction Documents and the Collateral Agreements, or the
Refunding Date, in the case of the Financing Documents, will have
been, duly obtained, given or accomplished, (ii) as may be
required under existing Applicable Law to be obtained, given or
accomplished from time to time after the Closing Date in
connection with the maintenance, use, possession or operation of
Grand Gulf or otherwise with respect to Grand Gulf and its
involvement therewith and which are, for Unit 1, routine in
nature and which it has no reason to believe will not be timely
obtained, and (iii) as may be required under Applicable Law not
now in effect.  No Governmental Action by any Governmental
Authority, (I) under the Securities Act, the Securities Exchange
Act, the Trust Indenture Act, the Federal Power Act, the Atomic
Energy Act, the Nuclear Waste Act, the Holding Company Act,
Title 77 of the Mississippi Code of 1972, Subtitle 1 of Title 23
of the Arkansas Code of 1987, Title 45 of the Revised Code of
Louisiana of 1957, or (II) relating to energy or nuclear matters,
public utilities, the environment, or health and safety in
connection with Grand Gulf is or will be required (a) in
connection with the participation by the Administrating Bank or
any Bank in the consummation of the transactions contemplated by
this Agreement, or in connection with the participation by the
Owner Trustee, the Indenture Trustee, any Owner Participant, or
any Loan Participant in the consummation of the transactions
contemplated by the Transaction Documents, the Collateral
Agreements, or the Financing Documents or (b) to be obtained by
any of such Persons during the Lease Term, except such
Governmental Actions of the character previously referred to in
this sentence (i) as have been, or on or before the date hereof,
in the case of this Agreement, the Transaction Documents and the
Collateral Agreements, or the Refunding Date, in the case of any
Refunding Loan or any Financing Documents, will have been, duly
obtained, given or accomplished, (ii) as may be required by
Applicable Law not now in effect, (iii) as may be required in
consequence of any transfer of ownership of any Note or Bond by
the Holder thereof, the beneficial interest in the Trust by any
Owner Participant, or any of the Undivided Interests by the Owner
Trustee, (iv) as may be required in consequence of the issuance,
sale or exchange and delivery of any obligations issued under and
pursuant to any Collateral Trust Indenture, (v) as would be
required by Applicable Law existing on any of the Lease
Termination Dates in connection with taking possession of an
interest in Unit 1, (vi) as may be required by existing
Applicable Law if, after any of the Lease Termination Dates, the
Company should redeliver any Undivided Interest to the Owner
Trustee pursuant to Section 5(a) of any of the Facility Leases or
provide transmission services for the Owner Trustee and sell the
Retained Assets to the Owner Trustee as provided under any of the
Assignment and Assumption Agreements, or (vii) as may be required
in consequence of any exercise of remedies or other rights by any
such Person under Section 16 of any of the Facility Leases.  None
of the Governmental Actions referred to in clause (i) of the
first sentence of this Section 10(d) or in clause (b)(i) of the
second sentence of this Section 10(d) are the subject of appeal
or reconsideration or other review, and, except for the Order of
the SEC pursuant to the Holding Company Act and the order of the
NRC under the Atomic Energy Act, regarding the transactions
contemplated hereby, the time in which to make an appeal or
request the review or reconsideration of any such Governmental
Action has expired without any appeal or request for review or
reconsideration having been taken or made.

(e)  Execution and Delivery.  This Agreement, the Collateral
Agreements and the Transaction Documents to which it is a party
have been duly executed and delivered by it, and this Agreement
and each such Transaction Document and Collateral Agreement is
the legal, valid and binding obligation of it enforceable against
it in accordance with its terms, subject, however, to the
application by a court of general principles of equity and to the
effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' or lessors'
rights generally.

(f)  Litigation.  Except as disclosed in the Disclosure
Documents, there is no pending or threatened action or proceeding
affecting the Company, Entergy, EAI, EMI, ELI, ENOI or any
Significant Operating Company or Significant Operating Group
before any court, governmental agency or arbitrator, as to which
there is a reasonable possibility of an adverse determination
that could affect the validity of this Agreement, any of the
Transaction Documents, the Collateral Agreements or the UPSA, or
materially and adversely affect any of the related transactions,
or as to which there is a reasonable likelihood of an adverse
determination that could materially and adversely affect the
financial condition, business, properties, operations, or
prospects of the Company or it and its Subsidiaries taken as a
whole.

(g)  Material Adverse Change.  The consolidated balance sheets of
the Company, Entergy and each of EAI, EMI, ELI, and ENOI as at
December 31, 1998, and the related consolidated statements of
income, retained earnings and changes in financial position
certified by PricewaterhouseCoopers LLP, independent public
accountants, and the most recent consolidated balance sheets of
such companies and the related consolidated statements of income
and changes in financial position which have been furnished to
each Bank, present fairly the consolidated financial position of
such companies as at such dates and the consolidated results of
the operations of such companies for the periods ended on such
dates, in accordance with generally accepted accounting
principles consistently applied.  Since December 31, 1998, there
has been no material adverse change in its consolidated financial
condition, business, properties, operations or prospects of
(i) the Company or (ii) Entergy and its Subsidiaries taken as a
whole, except as disclosed in the Disclosure Documents to the
parties hereto prior to the execution of this Agreement.

(h)  Employee Benefit Plans.  The Company and each of its ERISA
Affiliates is in compliance in all material respects with the
applicable provisions of ERISA and the regulations and published
interpretations thereunder.  No Reportable Event has occurred as
to which the Company or any ERISA Affiliate was required to file
a report with the PBGC, and the present value of all benefit
liabilities under each Plan (based on those assumptions used to
fund such Plan) did not, as of the last annual valuation date
applicable thereto, exceed by a material amount the value of the
assets of such Plan.  Neither the Company nor any ERISA Affiliate
has incurred any Withdrawal Liability that materially adversely
affects the financial condition of the Company and its ERISA
Affiliates taken as a whole.  Neither the Company nor any ERISA
Affiliate maintains or contributes to a Multiemployer Plan.

(i)  Taxes.  The Company, Entergy, and each of EAI, EMI, ELI and
ENOI and each Subsidiary thereof has filed all tax returns
(Federal, state and local) required to be filed and paid all
taxes shown thereon to be due, including interest and penalties,
or provided adequate reserves for payment thereof other than such
taxes that the Company or such Subsidiary is contesting in good
faith by appropriate legal proceedings.

(j)  UPSA.  The UPSA is in full force and effect.

(k)  Supplemental Order.  The Company, Entergy, EAI, EMI, ELI and
ENOI have filed with the SEC a post-effective amendment on Form U-
1 to the Application-Declaration under the Holding Company Act,
File No. 70-7561, requesting authorization of an increase in
approved fees to allow payment in accordance with the provisions
hereof of the maximum Participation Fees reflected in the
Participation Fee Rate pricing grid set forth under the
definition of "Applicable Rate" herein.

(l)  Year 2000 Matters.  The statements contained in the filings
of the Company and Entergy with the SEC with respect to year 2000
compliance are true and correct in all material respects.

     SECTION 11.    Affirmative Covenants.  The Company agrees that
during the term of this Agreement it will:

     (a)   Preservation of Corporate Existence, etc.  (i) Without
limiting  the  right  of the Company to merge  with  or  into  or
consolidate  with  or  into any other corporation  or  entity  in
accordance with the provisions of Section 12(b) hereof,  preserve
and  maintain  its  corporate  existence  in  the  state  of  its
incorporation  and  qualify and remain  qualified  as  a  foreign
corporation  in each jurisdiction in which such qualification  is
reasonably  necessary in view of its business and  operations  or
the ownership of its properties and (ii) preserve, renew and keep
in  full  force and effect the rights, privileges and  franchises
necessary or desirable in the normal conduct of its business.

(b)  Compliance with Laws, etc.  Comply, and cause each of its
subsidiaries to comply, in all material respects with all
applicable laws, rules, regulations, and orders of any
governmental authority, the noncompliance with which would
materially and adversely affect the business or condition of it
and its Subsidiaries, taken as a whole, such compliance to
include, without limitation, paying before the same become
delinquent all material taxes, assessments and governmental
charges imposed upon it or upon its property, except to the
extent compliance with any of the foregoing is then being
contested in good faith.

(c)  Maintenance of Insurance, etc.  Maintain, and cause each of
its Subsidiaries to maintain insurance with responsible and
reputable insurance companies or associations or through its own
program of self-insurance in such amounts and covering such risks
as is usually carried by companies engaged in similar businesses
and owning similar properties in the same general areas in which
the Company operates and furnish to the Administrating Bank,
within a reasonable time after written request therefor, such
information as to the insurance carried as the Administrating
Bank may reasonably request.

(d)  Inspection Rights.  At any reasonable time and from time to
time as the Administrating Bank or any Participating Bank may
reasonably request, (i) permit the Administrating Bank or such
Participating Bank or any agents or representatives thereof to
visit the properties of the Company and any of its Subsidiaries,
and to discuss the affairs, finances and accounts of the Company
and any of its Subsidiaries with any of their respective
officers, and (ii) provide reasonable access to the financial
records of the Company and any of its Subsidiaries which are
generally made available to the Company's other bank creditors;
provided, however, that the Company reserves the right to
restrict access to any of its generating facilities in accordance
with reasonably adopted procedures relating to safety and
security.  The Administrating Bank and each Participating Bank
agree to use reasonable efforts to ensure that any information
concerning the Company or any of its Subsidiaries obtained by the
Administrating Bank or such Participating Bank pursuant to this
Section which is not contained in a report or other document
filed with the SEC which is publicly available, distributed by
the Company to its security holders or otherwise generally
available to the public, will, to the extent permitted by law and
except as may be required by valid subpoena or in the normal
course of the Administrating Bank's or such Participating Bank's
business operations (which shall include such Participating
Bank's sharing of its liability under the Letters of Credit with
other banks), be treated confidentially by the Administrating
Bank or such Bank and will not be distributed or otherwise made
available by the Administrating Bank or such Participating Bank
to any Person, other than the Administrating Bank's or such
Bank's employees, authorized agents or representatives.

(e)  Keeping of Books.  Keep, and cause each Subsidiary to keep,
proper books of record and account in which entries shall be made
of all financial transactions and the assets and business of the
Company and each of its Subsidiaries in accordance with generally
accepted accounting principles.

(f)  Maintenance of Properties.  Maintain and preserve, and cause
each of its Subsidiaries to maintain and preserve, all of its
properties which are used or which are useful in the conduct of
its business in good working order and condition, ordinary wear
and tear excepted, it being understood that this covenant relates
only to the good working order and condition of such properties
and shall not be construed as a covenant of the Company or any of
its Subsidiaries not to dispose of such properties by sale,
lease, transfer or otherwise.

(g)  Reporting Requirements.  Furnish, or cause to be furnished,
to the Administrating Bank, with sufficient copies for each Bank,
the following:
          (i)  within five days after an officer has knowledge about the
     occurrence of a Reimbursement Default or Prepayment Event or an
     Event of Default or an Indenture Event of Default, the statement
     of an authorized officer of the Company setting forth details of
     such  Reimbursement Default or Prepayment Event or Event  of
     Default or Indenture Event of Default and the action which the
     Company has taken or proposes to take with respect thereto;

(ii) promptly after the sending or filing thereof and, with
respect to Reports on Form 10-Q in any event within 60 days after
the close of each of the first three quarters in each fiscal
year, copies of all reports which the Company or Entergy sends to
its Securityholders generally, and copies of all reports on
Form 10-K, Form 10-Q or Form 8-K which any such company or any of
its respective Subsidiaries files with the SEC;

(iii)     as soon as available and in any event within 120 days
after the end of each fiscal year of the Company, Entergy, and
each Operating Company, a copy of the annual report in the form
required for reporting to the SEC for such year for such company
and its Subsidiaries, containing financial statements for such
year accompanied by an opinion of PricewaterhouseCoopers LLP or
other independent public accountants of recognized national
standing;

(iv) concurrently with the delivery of the financial statements
specified in clauses (ii) and (iii) above, a certificate of the
chief financial officer, treasurer, assistant treasurer or
controller of the Company (A) stating whether he has any
knowledge of the occurrence at any time prior to the date of such
certificate of any Reimbursement Default or Prepayment Event or
Event of Default or an Indenture Event of Default not theretofore
reported pursuant to the provisions of paragraph (i) of this
subsection (g) or of the occurrence at any time prior to such
date of any such Reimbursement Default or Prepayment Event or
Event of Default or an Indenture Event of Default, except
Reimbursement Defaults or Prepayment Events or Events of Default
or Indenture Events of Default theretofore reported pursuant to
the provisions of paragraph (i) of this subsection (g) and
remedied, and, if so, stating the facts with respect thereto, and
(B) setting forth in a true and correct manner, the calculation
of the ratios required by Sections 12(f) and (g) hereof, as of
the date of the most recent financial statements accompanying
such certificate, to show the Company's compliance with or the
status of the financial covenants contained herein; and

(v)  such other information respecting the condition or
operations, financial or otherwise, of the Company or any of its
Subsidiaries, including, without limitation, copies of all
reports and registration statements which the Company or any
Subsidiary files with the SEC or any national securities
exchange, as the Administrating Bank or any Bank may from time to
time reasonably request.

     (h)   ERISA.  (i) Comply in all material respects  with  the
applicable   provisions  of  ERISA  and  (ii)  furnish   to   the
Administrating  Bank (a) as soon as possible, and  in  any  event
within  30  days after any officer of the Company  or  any  ERISA
Affiliate knows or has reason to know that any Termination  Event
(other than one described in clause (v) of such defined term) has
occurred  that alone or together with any other such  Termination
Event could reasonably be expected to result in liability of  the
Company to the PBGC in an aggregate amount exceeding $20,000,000,
a  statement  of  an  officer setting forth details  as  to  such
Termination  Event  and the action that the Company  proposes  to
take with respect thereto, together with a copy of the notice  of
such  Termination Event, if any, given to the PBGC, (b)  promptly
after  receipt thereof, a copy of any notice the Company  or  any
ERISA  Affiliate  may  receive from  the  PBGC  relating  to  the
intention of the PBGC to terminate any Plan or Plans (other  than
a  Plan  maintained by an ERISA Affiliate which is considered  an
ERISA  Affiliate only pursuant to subsection (m) or (o)  of  Code
Section 414) or to appoint a trustee to administer any such Plan,
and  (c) within 10 days after the due date for a filing with  the
PBGC  pursuant  to  Section 412(n) of the Code  of  a  notice  of
failure  to  make  a required installment or other  payment  with
respect  to  a  Plan,  a  statement of an officer  setting  forth
details  as  to  such  failure and the action  that  the  Company
proposes  to take with respect thereto, together with a  copy  of
such notice given to the PBGC.

(i)  SEC Approval Date.  (i) Use its reasonable best efforts to
cause the SEC Approval Date to occur as promptly as practicable,
(ii) promptly provide to the Administrating Bank a copy of all
filings with, and correspondence from, the SEC relating to the
SEC approval process, (iii) promptly inform the Administrating
Bank of the occurrence of the SEC Approval Date if the same shall
occur and provide evidence thereof, including a true and correct
copy of any relevant SEC order or other statement, and (iv) if
the SEC Approval Date shall not have occurred within 12 months
after the Date of Issuance, promptly (and in any event not later
than 15 days after the end of such twelfth month) provide to the
Administrating Bank a detailed written status report on the SEC
approval process and a detailed and feasible written plan and
report for avoiding a Reimbursement Event of Default under
Section 13(xv), in each case satisfactory in scope and coverage
to the Administrating Bank.

     SECTION 12.    Negative Covenants.  The Company agrees that,
during the term of this Agreement, it will not:

     (a)  Sales, etc., of Assets.  Except in the ordinary course of
business, sell, lease, assign, transfer, or otherwise dispose  of
or  permit  any  of  its  Subsidiaries to  sell,  lease,  assign,
transfer,  or otherwise dispose of the assets of the  Company  or
its  Subsidiaries (whether in one transaction or in a  series  of
transactions)  provided, however, that (i) the Company  may  sell
and leaseback the undivided interest in Unit 1 as contemplated by
the  Transaction  Documents, (ii) the  Company  or  a  Subsidiary
thereof  may  sell  and  leaseback  nuclear  fuel  under   either
capitalized  or  noncapitalized leases; (iii) the  Company  or  a
Subsidiary  thereof  may,  as part of an  industrial  development
revenue   bond   financing   of  pollution   control   facilities
constituting  part  of  Grand  Gulf,  sell,  lease  or  otherwise
transfer  and leaseback (or repurchase pursuant to a  conditional
sale   or  other  installment  sale  contract)  such  facilities;
(iv)  the  Company  or  a Subsidiary thereof  may  sell,  assign,
transfer  or  otherwise dispose of undivided interests  in  Grand
Gulf  if such transactions are for the purpose of complying  with
an  order or orders of a governmental body having jurisdiction in
the  premises or for the purpose of complying with the conditions
of any construction permits issued to the Company or a Subsidiary
thereof  by  the  Nuclear  Regulatory Commission,  provided  that
(A)  payment  for any such transaction shall be in  cash  or  its
equivalent and (B) each co-owner shall have waived any  right  it
might  have had to require any participation or division of Grand
Gulf  during the useful life of Grand Gulf and shall have entered
into  an  agreement with the Company or a Subsidiary thereof  for
the joint operation of Grand Gulf specifying, among other things,
that  it  will  share responsibility for the operating  costs  of
Grand  Gulf  and that the Company or a Subsidiary  thereof  shall
remain  responsible for the operation of Grand Gulf; and provided
further that the conditions specified in the foregoing clause (B)
shall  be  deemed  modified by any contrary requirements  of  the
Nuclear  Regulatory Commission; (v) the Company or  a  Subsidiary
thereof  may  sell and lease-back assets (up to $500  million  in
aggregate   proceeds  received)  under  either   capitalized   or
noncapitalized  leases;  and (vi) the  Company  or  a  Subsidiary
thereof  may sell accounts receivable in the ordinary  course  of
business.

(b)  Mergers, etc.  Merge with or into or consolidate with or
into any other corporation or entity, or permit any of its
Subsidiaries to do so unless (i) immediately after giving effect
thereto, no event shall occur and be continuing which constitutes
a Reimbursement Default or Prepayment Event, (ii) the
consolidation or merger shall not materially and adversely affect
the ability of such Company (or its successor by merger or
consolidation as contemplated by clause (iii) of this
Section 12(b)) to perform its obligations hereunder or under any
of the Transaction Documents, Collateral Agreements or Financing
Documents, (iii) in the case of any merger or consolidation to
which the Company is a party, the corporation or entity formed by
such consolidation or into which the Company shall be merged
shall (A) assume the Company's obligations under this Agreement,
the Collateral Agreements, the Transaction Documents, and the
Financing Documents in a writing satisfactory in form and
substance to the Required Banks, and (B) provide to the Banks an
opinion to the effect that the instrument of assumption complies
with the terms hereof and constitutes a valid, legally binding
and enforceable obligation of such corporation or entity.

(c)  Assignment or Modification of Transaction Documents,
Collateral Agreements or Financing Documents.  (i) Enter into any
assignment of its obligations under any of the Transaction
Documents or Financing Documents (except as contemplated herein
or therein), without first obtaining the express prior written
consent of the Required Banks thereto, (ii) cancel, terminate and
supplement, modify, waive or consent to any cancellation,
termination, amendment, supplement of modification (each, a
"Modification") of any of the Transaction Documents or Financing
Documents or any provisions thereof unless it has given the Banks
prior notice thereof, and if such modification could materially
and adversely affect the Required Banks' rights and interests
hereunder or the ability of the Company to perform its
obligations hereunder, the Required Banks have given their prior
written consent within 15 Business Days and (iii) except as
otherwise provided herein, enter into any Modification of any of
the Collateral Agreements or this Section 12(c) without first
obtaining the prior written consent of all Participating Banks.

(d)  Cessation of Operations.  Cease operating Unit 1 if a
cheaper source of energy is available unless both (i) the
marginal cost of energy at Unit 1 is greater than the cost of
purchasing energy from other available sources and (ii) the
cessation of operation of Unit 1 would not result, or reasonably
be expected to result, in the cessation of allocations of
capacity charges under the UPSA or the removal of Unit 1 from the
FERC jurisdictional rate base.

(e)  Liens.  Create, assume or suffer to exist any Lien upon any
of its assets, now owned or hereafter acquired, securing any
Indebtedness or other obligation except:  (i) Liens existing on
the date of execution and delivery of this Agreement, (ii) Liens
established under the Mortgage, and any successor or general and
refunding mortgage so long as provision is made that no further
bonds may be issued under any predecessor mortgage except to
secure bonds issued under the then current successor or general
and refunding mortgage (iii) Liens contemplated to be granted by
the Company or the Owner Trustee pursuant to Section 2.1 of the
Indenture, (iv) Liens contemplated to be granted by the Company
to the Owner Participant pursuant to the Participation Agreement,
(v) Liens securing sale and leaseback transactions permitted
under Section 12(a)(v) hereof, (vi) Liens on nuclear fuel
securing sale and leaseback transactions involving such nuclear
fuel, (vii) assignments of the Capital Funds Agreement permitted
by the Supplementary Capital Funds Agreement, (viii) assignments
of the Availability Agreement permitted by the Availability
Agreement Assignment, (ix) deposits or pledges to secure the
payment of workmen's compensation, unemployment insurance, old
age pensions or other social security benefits or obligations;
(x) mechanics', materialmen's, warehousemen's, carriers' or other
like liens arising in the ordinary course of business securing
obligations which are not overdue for a period longer than
30 days, or which are being contested by the Company in good
faith and as to which adequate reserves shall have been set aside
on the books of the Company; (xi) Liens incurred or created in
connection with or to secure the performance of bids, tenders,
contracts (other than for the payment of money), leases,
statutory obligations, surety bonds or appeal bonds, and other
liens of like nature incurred or created in the ordinary course
of business; (xii) Liens created or incurred in connection with
industrial development revenue bond financing of pollution
control facilities constituting part of Grand Gulf, provided that
any proceeds received by the Company as a result of such
financing (after deducting any costs and expenses incurred in
connection therewith) are applied either to pay or prepay
Indebtedness or to pay the construction costs of Grand Gulf;
(xiii) purchase money liens on property purchased or acquired,
not to exceed in the aggregate the principal amount of
$20,000,000, provided that (A) the aggregate of the liens
pertaining to such property may not exceed sixty-five percentum
(65%) of the cost or fair value, whichever is less, of such
property at the time of acquisition, and (B) each such lien shall
apply only to such property originally subject thereto plus
improvements; (xiv) Liens of financing agencies or other persons
providing financing on any part of Grand Gulf which is reacquired
by the Company following a default by an owner thereof under any
agreement for joint operation of Grand Gulf referred to in
subsection 12(a)(iv) hereof; (xv) Liens on the UPSA, or the right
to receive any payments thereunder, if, but only if, the
Administrating Bank shall have a valid and perfected first
priority security interest in the UPSA and the rights to receive
payment thereunder pro rata and pari passu with any other secured
party; and (xvi) Excepted Encumbrances.

(f)  Maintenance of Consolidated Equity.  (i) Permit at any time
Consolidated Equity to be less than 33% of (A) Consolidated
Capitalization plus (B) Short-Term Debt in excess of 10% of
Consolidated Capitalization, and (ii) permit at any time
Consolidated Common Equity to be less than 29% of
(A) Consolidated Capitalization plus (B) Short-Term Debt in
excess of 10% of Consolidated Capitalization.

(g)  Fixed Charge Ratio.  Permit with respect to each fiscal
quarter (determined as of the last day of such fiscal quarter) a
Fixed Charge Ratio to be less than 1.60. "Fixed Charge Ratio"
with respect to any fiscal quarter shall mean the ratio of
(A) the sum of (v) consolidated net income of the Company and its
Subsidiaries for the 12-month period ended on the last day of
such fiscal quarter plus (or minus) (w) all extraordinary items
deducted (or added) in determining said net income plus (x) all
income taxes deducted in determining said net income minus
(y) income tax credits added in determining said net income plus
(z) the sum of (i) all interest expense in respect of
Indebtedness of the Company and its Subsidiaries deducted in
determining said net income and (ii) the interest element of
rental payments deducted in determining such net income under
operating lease obligations of the Company and its Subsidiaries
during such 12-month period as shown in their respective
financial statements or notes thereto (the aggregate interest
expense and interest element of rental payments described in this
clause (z) being referred to as "Interest Expense") to
(B) Interest Expense for such fiscal quarter.

     SECTION  13.    Reimbursement Events of Default;  Prepayment
Events.   The following events shall be "Reimbursement Events  of
Default"  hereunder unless waived by the Required Banks  pursuant
to Section 14 hereof:

          (i)  the Company shall (a) fail to pay when due any amount
     payable under Section 2 hereunder, or (b) fail to pay any amount
     payable under Section 3 hereof within 5 Business Days after the
     same shall become due; or

(ii) the Company shall violate any covenant contained in
Section 12 hereof, except for violations resulting from an
involuntary lien under Section 12(e) hereof; or

(iii)     the Company shall fail to observe or perform any
covenant contained in Section 11(g)(i) hereof; or

(iv) the Company shall fail to make, or cause to be made, after
the passage of any applicable grace period, any payment or
payments specified in Section 15(i) of any of the Facility
Leases; or

(v)  the Company shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those covered
by clauses (i), (ii) and (iii) above) for 30 days after written
notice thereof has been given to the Company by the
Administrating Bank or any Bank; or

(vi) any representation, warranty, certification or statement
made by the Company in this Agreement or in any certificate,
financial statement or other document delivered pursuant to this
Agreement shall prove to have been incorrect or misleading in any
material respect when made; or

(vii)     any material provision of this Agreement shall at any
time for any reason cease to be valid and binding upon the
Company, or shall be declared to be null and void, or the
validity or enforceability thereof shall be contested by the
Company or any governmental agency or authority, or the Company
shall deny that it has any or further liability or obligation
under this Agreement; or

          (viii)    (a) the Company or any Subsidiary of the Company shall
          fail to make any payment of any amount in respect of any
          Obligations, or to make any payment of any interest or premium
          thereon, when due (whether by scheduled maturity, required
          prepayment, acceleration, demand or otherwise) and such failure
          shall continue after the applicable grace period, if any,
          specified in such agreement or instrument relating to such
          Obligations;

               (b)   any  other  default under any  agreement  or
          instrument  relating to any Obligations of the  Company
          or  any  Subsidiary of the Company, or any other event,
          shall  occur  and shall continue after  the  applicable
          grace  period, if any, specified in such  agreement  or
          instrument, if the effect of such default or  event  is
          to  accelerate,  (other than by a  specified  mandatory
          redemption  provision  in  connection  with   pollution
          control  bonds  unrelated to any default  or  event  of
          default with respect thereto), the maturity of any such
          Obligations  and  if the total of all such  Obligations
          which  (x)  have  become due and not  been  paid  under
          clause  (viii)(a)  and (y) have been accelerated  under
          this  clause (viii)(b) shall exceed $10,000,000 in  the
          aggregate;

               (c)  if any EOL Term Advances or DLE Term Advances
          are outstanding, Entergy shall fail to make any payment
          of  any amount in respect of any of its Obligations the
          aggregate  principal amount of which  is  greater  than
          $25,000,000, or to make any payment of any interest  or
          premium   thereon,  when  due  (whether  by   scheduled
          maturity, required prepayment, acceleration, demand  or
          otherwise)  and such failure shall continue  after  the
          applicable  grace  period, if any,  specified  in  such
          agreement or instrument relating to such Obligations;

               (d)  if any EOL Term Advances or DLE Term Advances
          are  outstanding, any other default under any agreement
          or  instrument relating to any Obligations  of  Entergy
          the aggregate principal amount of which is greater than
          $25,000,000, or any other event, shall occur and  shall
          continue  after  the applicable grace period,  if  any,
          specified  in  such  agreement or  instrument,  if  the
          effect  of  such  default or event  is  to  accelerate,
          (other   than  by  a  specified  mandatory   redemption
          provision  in  connection with pollution control  bonds
          unrelated  to  any  default or event  of  default  with
          respect  thereto), the maturity of any Obligations  and
          if  the  total of all such Obligations which  (x)  have
          become due and not been paid under clause (viii)(c) and
          (y)     have     been    accelerated     under     this
          clause  (viii)(d)  shall  exceed  $25,000,000  in   the
          aggregate; or

               (e)    any  Obligations  of  the  Company  or  any
          Subsidiary  of  the  Company  the  aggregate  principal
          amount of which is greater than $10,000,000, or if  any
          EOL Term Advances or DLE Term Advances are outstanding,
          any  Obligations  of  Entergy the  aggregate  principal
          amount  of  which is greater than $25,000,000,  in  any
          case shall be declared due and payable, or required  to
          be   prepaid  (other  than  by  a  regularly  scheduled
          required prepayment or a specified mandatory redemption
          provision  in  connection with pollution control  bonds
          unrelated  to  any  default or event  of  default  with
          respect  thereof) prior to the stated maturity thereof;
          or

          (ix) an involuntary proceeding shall be commenced or an
     involuntary petition shall be filed in a court of  competent
     jurisdiction seeking (a) relief in respect of the Company, any
     Significant Operating Company or Significant Operating Group or
     of a substantial part of its or their property or assets, under
     Title  11  of the United States Code, as now constituted  or
     hereafter amended, or any other Federal or state bankruptcy,
     insolvency, receivership or similar law, (b) the appointment of a
     receiver,  trustee, custodian, sequestrator, conservator  or
     similar official for such company or group, or for a substantial
     part of its or their property or assets, or (c) the winding-up or
     liquidation of the Company or any Significant Operating Company
     or Significant Operating Group; and such proceeding or petition
     shall continue undismissed for 60 days, or an order or decree
     approving or ordering any of the foregoing shall be entered; or

(x)  the Company or any Significant Operating Company or
Significant Operating Group shall (a) voluntarily commence any
proceeding or file any petition seeking relief under Title 11 of
the United States Code, as now constituted or hereafter amended,
or any other Federal or state bankruptcy, insolvency,
receivership or similar law, (b) consent to the institution of,
or fail to contest in a timely and appropriate manner, any
proceeding or the filing of any petition described in (ix) above,
(c) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official
for such company or companies, or for a substantial part of its
or their property or assets, (d) file an answer admitting the
material allegations of a petition filed against it or them in
any such proceeding, (e) make a general assignment for the
benefit of creditors, (f) become unable, admit in writing its or
their inability or fail generally to pay its or their debts as
they become due or (g) take any action for the purpose of
effecting any of the foregoing; or

(xi) any judgment or order for the payment of money exceeding any
applicable insurance coverage by more than $10,000,000 shall be
rendered against the Company or any Subsidiary of the Company and
shall remain undischarged or unstayed for 30 days and enforcement
proceedings shall have been commenced by any creditor upon such
judgment or order; or

(xii)     within 30 days after the reporting of any Termination
Event to the Administrating Bank, the Administrating Bank shall
have notified the Company in writing that the Required Banks have
made a reasonable determination that, on the basis of such
Termination Event, the financial condition of the Company is, or
could reasonably be expected to become, materially and adversely
affected; or

(xiii)    this Agreement or any Collateral Agreement shall for
any reason cease to be, or be asserted by either the Company,
Entergy, or any Operating Company not to be, a legal, valid and
binding obligation of the Company, Entergy or the Operating
Companies, enforceable in accordance with its terms, or the
security interest or lien purported to be created by any
Collateral Agreement shall for any reason cease to be, or be
asserted by the Company not to be, a valid, first priority
perfected security interest (subject to no liens, except liens
not prohibited by Section 12(e) hereof) in the Collateral as
defined under each such agreement; or

(xiv)     Entergy shall cease to own, directly or indirectly,
free and clear of all Liens whatsoever, all of the common stock
equity and all of the voting stock of any of the Company, EAI,
ELI, EMI or ENOI (other than preferred stock which has only
limited voting rights upon default); or

(xv) the SEC Approval Date shall not have occurred within 15
months after the Date of Issuance of the first Letter of Credit
to be issued as contemplated hereby, unless (a) each
Participating Bank and the Funding Bank shall have consented, in
their sole and absolute discretion, pursuant to Section 14
hereof, to an extension, beyond such 15th month, of the period in
which the SEC Approval Date may occur and shall have stipulated
such extended period, or (b) the Company shall have posted, and
shall maintain, cash collateral with the Administrating Bank in
an amount equal to the aggregate Maximum Available Credit Amount
under each Letter of Credit, as the same may be increased in
accordance with the terms thereof.

The  following  event  shall  be a "Prepayment  Event"  hereunder
unless  waived  by  the  Required Banks pursuant  to  Section  14
hereof:  any change in Applicable Law or any Governmental  Action
(including  revocation or modification of any required regulatory
approval)  shall  occur which adversely affects,  in  other  than
immaterial  ways, (I) the obligations or ability of the  Company,
Entergy,  any Operating Company, any Owner Trustee, the Indenture
Trustee,  any  Owner  Participant, the Funding  Corporation,  the
Funding Bank, the Administrating Bank, any Participating Bank  or
any  Participant to make any required payment under, or otherwise
to perform, or the right or ability of any such Person to enforce
its   rights  under,  this  Agreement,  any  of  the  Transaction
Documents  or any of the Collateral Agreements or (II) the  value
of  the  Collateral  Agreements or the  Lease  Indenture  Estate,
unless  such result can be avoided by action which is within  the
control  of  and can be taken by a Bank or Participant  within  a
reasonable  period  of  time, and which is  not  adverse  to  the
interests  of  or  onerous  to  such  bank  (and  each  Bank  and
Participant  covenants with each other Bank  and  Participant  to
take any such action).

If  a  Reimbursement Event of Default or Prepayment Event  occurs
and  is  continuing,  the  Required  Banks  may,  in  their  sole
discretion,  (I)  by  notice  to  the  Company  and   the   Owner
Participants cause the Funding Bank to terminate the  Letters  of
Credit  of  such  Owner  Participants  as  provided  therein  and
(II)  declare  the  Advances  and  all  other  principal  amounts
outstanding hereunder, all interest thereon and all other amounts
payable hereunder to be due and payable within two Business  Days
after  demand  therefor  by the Required Banks  to  the  Company,
whereupon   the   Advances  and  all  other   principal   amounts
outstanding  hereunder,  all such interest  and  all  such  other
amounts  shall  become and be forthwith due and payable  at  such
time,  without presentment, demand, protest or further notice  of
any  kind,  all  of  which  are hereby expressly  waived  by  the
Company;  provided, however, that in the event of the  occurrence
of    any   Reimbursement   Event   of   Default   described   in
subsection  (ix)  or subsection (x) above, with  respect  to  the
Company, (1) the obligations of the Participating Banks  to  make
Advances  shall automatically be terminated, and (2) the Advances
and  all  other  principal  amounts  outstanding  hereunder,  all
interest accrued and unpaid thereon and all other amounts payable
hereunder  shall  automatically become due and  payable,  without
presentment,  demand, protest or any notice of any kind,  all  of
which are hereby expressly waived by the Company.

     SECTION 14.    Amendments and Waivers.  Subject to the provisos
of  this  Section  14  and  to Section 23  hereof,  neither  this
Agreement   nor   any   provision  hereof   (including,   without
limitation,  any  Letter of Credit) may  be  waived,  amended  or
modified except pursuant to an agreement or agreements in writing
entered  into  by  the Company and the Required Banks;  provided,
however,  that  no  such agreement shall (i) change  the  Maximum
Credit  Amount with respect to any Letter of Credit  (other  than
any  reduction  in such Maximum Credit Amount in accordance  with
the  provisions of such Letter of Credit), or extend  or  advance
the  maturity  of  the Letters of Credit or  the  dates  for  the
reimbursement of drawings under the Letters of Credit or for  the
repayment of Advances or the payment of interest on such drawings
or  Advances,  or reduce the rate of interest on any unreimbursed
drawings or Advances, (ii) change the Participation Percentage of
any  Participating Bank or the fees provided  for  in  Section  3
hereof,  (iii)  waive, modify or eliminate any of the  conditions
specified in Section 7(f) or 7(g), (iv) reduce the principal  of,
or  interest on, the Advances, any amount reimbursable on  demand
pursuant  to  Section 2(a), or any fees or other amounts  payable
hereunder  or  (v)  amend  or  modify  the  provisions  of   this
Section  14, Section 4 hereof, Section 5(b) hereof, Section  6(d)
hereof,  Section 9 hereof, Section 12(c)(iii) hereof, Section  13
hereof,  Section 17 hereof, Section 19 hereof, Section 21 hereof,
Section 22 hereof or Section 23 hereof, the proviso in Section 18
or  the definition of "Required Banks", in each case without  the
prior  written consent of each Participating Bank and the Funding
Bank;  provided further that no such agreement shall  (I)  change
the  identity  of  any  Participating Bank or  amend,  modify  or
otherwise  affect  the  rights or  duties  of  the  Funding  Bank
hereunder, (II) amend or modify the provisions of Sections  5(a),
(b),  (c),  (d),  (e)  or (f) hereof, or (III)  change  the  fees
provided for in Section 3(a) hereof, without the written  consent
of  the  Funding  Bank or amend, modify or otherwise  affect  the
rights  or  duties of the Administrating Bank hereunder,  without
the   written   consent   of   the  Administrating   Bank.    The
Administrating  Bank  and  each  Bank  shall  be  bound  by   any
modification or amendment authorized by this Section 14, and  any
consent  by  any Participating Bank pursuant to this  Section  14
shall   bind   any  successor  Participating  Bank  acquiring   a
participation from it whether or not such successor Participating
Bank has received actual notice thereof.

     SECTION  15.    Notices.   All notices, requests  and  other
communications  to  any  party  hereunder  shall  be  in  writing
(including  telex, telecopy or other facsimile transmission)  and
shall be given to such party, addressed to it, at its address  or
telex  or telecopy number set forth below the name of such  party
on  the signature pages hereof or such other address or telex  or
telecopy  number  as such party may hereafter  specify  for  that
purpose  by  notice  to  the other parties.   Each  such  notice,
request  or  communication shall be effective  (i)  if  given  by
telex,  when  such  telex  is transmitted  to  the  telex  number
specified  below  and  the  appropriate answerback  is  received,
(ii)  if  given by mail upon receipt but not later than  10  days
after  such  communication is deposited in the mails with  first-
class  postage prepaid, addressed as aforesaid, or (iii) if given
by  any  other means, when delivered at the address  for  notices
described above.

     SECTION 16.    No Waiver; Remedies.  No failure on the part of
the Administrating Bank or any Bank to exercise, and no delay  in
exercising, any power or right hereunder for any period  of  time
shall operate as a waiver thereof nor shall any single or partial
exercise of any such right or power preclude any other or further
exercise thereof or the exercise of any other right.  The  rights
and  remedies herein provided to the Administrating Bank and  the
Banks  are  cumulative and not exclusive of any other  rights  or
remedies  which the Administrating Bank or any Bank may otherwise
have.   No waiver of any provision of this Agreement nor  consent
to  any departure by the Company therefrom shall in any event  be
effective  unless  the same shall be authorized  as  provided  in
Section  14  above,  and then such waiver  or  consent  shall  be
effective  only in the specific instance and for the purpose  for
which  given.  No notice to or demand on the Company in any  case
shall  entitle  the  Company to any other or  further  notice  or
demand in similar or other circumstances.

     SECTION 17. Right of Setoff.  (a) If a Reimbursement Event of
Default   or  Prepayment  Event  shall  have  occurred   and   be
continuing, each Bank is hereby authorized at any time  and  from
time to time, to the fullest extent permitted by law, to set  off
and  apply  any  and all deposits (general or  special,  time  or
demand,  provisional  or  final)  at  any  time  held  and  other
indebtedness at any time owing by such Bank to or for the  credit
or  the  account  of  the Company against  any  of  and  all  the
obligations of the Company now and hereafter existing under  this
Agreement,  irrespective of whether or not such Bank  shall  have
made   any   demand  under  this  Agreement  and  although   such
obligations  may be unmatured.  If the Funding Bank shall  assert
any  setoff  in  accordance with the provisions of  Section  5(d)
hereof  to  be  applied in reduction of the  obligations  of  the
Company  pursuant  to Section 2 hereof and a  Participating  Bank
shall  have  fulfilled  its  obligations  to  the  Funding   Bank
hereunder,  then  such Participating Bank shall  be  entitled  to
share  in  such  application in proportion to  its  Participation
Percentage.   Each  Bank agrees promptly to  notify  the  Company
after any such setoff and application made by such Bank, but  the
failure to give such notice shall not affect the validity of such
setoff  and  application.  The rights of  each  Bank  under  this
Section  are in addition to other rights and remedies (including,
without  limitation, other rights of setoff) which such Bank  may
have.

     (b)   Each  Participating  Bank agrees  that  if  it  shall,
through  the  exercise  of a right of banker's  lien,  setoff  or
counterclaim against the Company, including, but not limited  to,
a  secured  claim  under Section 506 of Title 11  of  the  United
States  Code  or other security or interest arising from,  or  in
lieu  of, such secured claim, received by such Participating Bank
under any applicable bankruptcy, insolvency or other similar  law
or  otherwise,  obtain  payment  (voluntary  or  involuntary)  in
respect  of  amounts paid by it pursuant to  Section  5(a)  as  a
result of which the unreimbursed portion of Section 5(a) payments
made   by  it  shall  be  proportionately  less  (determined   in
accordance   with   each   Participating   Bank's   Participation
Percentage)  than  the  unreimbursed  portion  of  Section   5(a)
payments made by any other Participating Bank, it shall be deemed
to  have  simultaneously purchased from such other  Participating
Bank  a participation in the unreimbursed portion of Section 5(a)
payments  made  by  such other Participating Bank,  so  that  the
aggregate unreimbursed portion of Section 5(a) payments  made  by
it and participations in the unreimbursed portion of Section 5(a)
payments  made by each other Participating Bank and  held  by  it
shall  be  in the same proportion (determined in accordance  with
each  Participating  Bank's  Participation  percentage)  to   the
aggregate unreimbursed portion of Section 5(a) payments  made  by
all   Participating  Banks  as  the  principal  amount   of   the
unreimbursed portion of Section 5(a) payments made by it prior to
such exercise of banker's lien, setoff or counterclaim was to the
unreimbursed  portion of all Section 5(a) payments  made  by  all
Participating  Banks  prior to such exercise  of  banker's  lien,
setoff  or  counterclaim; provided, however,  that  if  any  such
purchase  or  purchases or adjustments shall be made pursuant  to
this  Section  17(b)  and the payment giving rise  thereto  shall
thereafter   be   recovered,  such  purchase  or   purchases   or
adjustments shall be rescinded to the extent of such recovery and
the  purchase  price  or  prices or adjustment  restored  without
interest.   The  Company  expressly  consents  to  the  foregoing
arrangements  and agrees that any Participating  Bank  holding  a
participation in an unreimbursed portion of Section 5(a)  payment
deemed  to have been so purchased may exercise any and all rights
of  banker's lien, setoff or counterclaim with respect to any and
all moneys owing by it to such Participating Bank as fully as  if
such   Participating  Bank  held  an  unreimbursed   portion   of
Section 5(a) payment in the amount of such participation.

     SECTION 18.    Continuing Obligation.  Except with respect to
Sections 20, 21 and 22, the obligations of the Company under this
Agreement  shall continue until the later of (i) the  Termination
Date  of  the last outstanding Letter of Credit or (ii) the  date
upon  which all amounts due and owing to the Administrating  Bank
and  the  Banks hereunder shall have been paid in full and  shall
(a)  be  binding upon the Company and its successors and  assigns
and  (b) inure to the benefit of and be enforceable by the  Banks
and their successors, transferees and assigns; provided, however,
that the Company may not assign all or any part of this Agreement
without  the  prior written consent of the Funding Bank  and  the
Participating Banks.

     SECTION 19. Extension of Letters of Credit.  At least 120 days
but not more than 365 days before the Stated Expiration Date of a
Letter  of  Credit, the Company may request the Banks, by  giving
written  notice  of such request to the Administrating  Bank,  to
extend  the  Stated  Expiration Date of such  Letter  of  Credit,
specifying  the  terms  and conditions,  including  fees,  to  be
applicable  to  such  extension.  The Administrating  Bank  shall
promptly notify the Funding Bank and each Participating  Bank  of
such  request, and no later than 60 days from the date  on  which
the  Administrating  Bank  shall have received  notice  from  the
Company  pursuant  to the preceding sentence, the  Administrating
Bank shall notify the Company of the consent or nonconsent of the
Banks  to such extension request, and if the Administrating  Bank
shall  give  no  such notice to the Company, the Banks  shall  be
deemed  not  to  have  consented to such extension  request.   No
extension  shall be effective without the consent of the  Funding
Bank  and  each  of  the  Banks.  The  Banks'  consent  shall  be
conditional upon the preparation, execution and delivery of legal
documentation in form and substance satisfactory to the Banks and
their   counsel   incorporating  substantially  the   terms   and
conditions contained in the extension request as the same may  be
modified by agreement among the Company and the Banks.

     SECTION 20.    Limited Liability of the Banks.  As between the
Company,  on  the one hand, and the Banks and the  Administrating
Bank,  on  the other hand, the Company assumes all risks  of  the
acts or omissions of the Owner Participants with respect to their
use  of the Letters of Credit.  None of the Administrating  Bank,
the  Banks or any of their officers or directors shall be  liable
or responsible for:  (a) the use which may be made of the Letters
of  Credit or for any acts or omissions of the Owner Participants
in   connection  therewith;  (b)  the  validity,  sufficiency  or
genuineness of documents, or of any endorsement(s) thereon,  even
if  such  documents should in fact prove to  be  in  any  or  all
respects invalid, insufficient, fraudulent or forged; (c) payment
by  the  Funding Bank against presentation of documents which  do
not  comply  with the terms of the appropriate Letter of  Credit,
including  failure  of  any documents to bear  any  reference  or
adequate  reference  to  the appropriate  Letter  of  Credit;  or
(d)  any  other circumstances whatsoever in making or failing  to
make  payment  under any Letter of Credit, except only  that  the
Company  and  the Participating Banks shall have a claim  against
the  Funding  Bank, and the Funding Bank shall be liable  to  the
Company  and the Participating Banks to the extent, but  only  to
the  extent, of any direct, as opposed to consequential,  damages
suffered  by the Company or the Participating Banks, as the  case
may be, which the Company or the Participating Banks, as the case
may  be,  prove  were  caused by (i) the Funding  Bank's  willful
misconduct  or gross negligence in determining whether  documents
presented under a Letter of Credit comply with the terms  thereof
or  (ii) the Funding Bank's willful failure to pay under a Letter
of  Credit after the presentation to it by the appropriate  Owner
Participant  of  a draft and certificate strictly complying  with
the   terms  and  conditions  of  such  Letter  of  Credit.    In
furtherance  and not in limitation of the foregoing, the  Funding
Bank  may  accept documents that appear on their face  to  be  in
order,   without   responsibility  for   further   investigation,
regardless of any notice or information to the contrary.  Nothing
in   this   Section  20  is  intended  to  limit  the   Company's
reimbursement  obligation contained in Section 2  hereof  or  any
Participating  Bank's  reimbursement  obligation   contained   in
Section 5(a) hereof.

     SECTION 21.    Costs, Expenses and Taxes.  The Company agrees to
pay  not later than 30 days after demand therefor, whether or not
the   transactions  contemplated  herein  are  consummated,   all
reasonable  costs  and  expenses of the  Administrating  Bank  in
connection with the preparation, execution, delivery, filing  and
administration  of this Agreement and any other  documents  which
may  be  delivered in connection with this Agreement,  including,
without   limitation,  the  reasonable  fees  and   out-of-pocket
expenses of special counsel for the Administrating Bank  and  the
Banks  (including, without limitation, the fees and out-of-pocket
expenses   of   King  &  Spalding,  special   counsel   for   the
Administrating  Bank  and  the  Participating   Banks,   and   of
McDermott, Will & Emery, special counsel for the Funding Bank and
the Documentation Agent) with respect thereto and with respect to
advising the Administrating Bank and the Banks as to their rights
and   responsibilities  under  this  Agreement  and  to  pay  all
reasonable counsel fees and expenses that may be incurred by  the
Administrating Bank and each of the Banks in connection with  any
Reimbursement Event of Default or Prepayment Event or any  waiver
or  amendment of, or the enforcement of, this Agreement and  such
other  documents which may be delivered in connection  with  this
Agreement.   In addition, the Company agrees to pay any  and  all
stamp  and  other  taxes and fees payable  or  determined  to  be
payable  in  connection with the execution, delivery, filing  and
recording of this Agreement and such other documents and agree to
hold  the  Administrating Bank and the Banks  harmless  from  and
against any and all liabilities with respect to or resulting from
any  delay  in  paying or omission to pay such  taxes  and  fees;
provided  that  the  Administrating  Bank  and  the  Banks  agree
promptly  to notify the Company of any such taxes and fees  which
are incurred by such Bank.  Without prejudice to the survival  of
any other obligation of the Company hereunder, the obligations of
the  Company  contained  in this Section  21  shall  survive  the
payment in full of amounts payable by the Company under Section 2
hereof  and  the  termination of the Letters of Credit  and  this
Agreement.

     SECTION 22.    Indemnification.  The Company hereby agrees to
indemnify and hold harmless the Administrating Bank and each Bank
from   and   against   any  and  all  claims,  damages,   losses,
liabilities,   costs   or   expenses   whatsoever    which    the
Administrating Bank or such Bank may reasonably incur  (or  which
may  be  claimed against the Administrating Bank or such Bank  by
any  Person or entity whatsoever) (a) by reason of any inaccuracy
in  any  material respect, or untrue statement or alleged  untrue
statement  of  any  material fact contained  or  incorporated  by
reference in any offering document distributed by or on behalf of
the  Company  in  connection  with obtaining  purchasers  of  the
Undivided  Interest in Unit 1, or in any supplement or  amendment
to  either thereof, or the omission or alleged omission to  state
therein a material fact necessary to make such statements, in the
light of the circumstances under which they are or were made, not
misleading; (b) by reason of or in connection with the execution,
delivery  and  performance  of this  Agreement,  the  Transaction
Documents  and  Financing Documents; or (c) by reason  of  or  in
connection  with  the execution and delivery or transfer  of,  or
payment  or failure to make lawful payment under, any  Letter  of
Credit;  provided  that  the Company shall  not  be  required  to
indemnify the Administrating Bank or any Participating  Bank  for
any  claims,  damages, losses, liabilities, costs or expenses  to
the  extent,  but  only  to the extent,  caused  by  the  willful
misconduct or gross negligence of the Funding Bank in determining
whether a draft or certificate presented under a Letter of Credit
complied  with the terms of such Letter of Credit or the  Funding
Bank's  willful failure to make lawful payment under a Letter  of
Credit  after  the  presentation to it by the  appropriate  Owner
Participant  of  a draft and certificate strictly complying  with
the  terms  and conditions of such Letter of Credit.  Nothing  in
this  Section 22 is intended to limit the Company's reimbursement
obligation  contained  in Section 2 hereof or  any  Participating
Bank's reimbursement obligation contained in Section 5(a) hereof.
Without prejudice to the survival of any other obligation of  the
Company hereunder, the indemnities and obligations of the Company
contained in this Section 22 shall survive the payment in full of
amounts  payable by the Company under Section 2  hereof  and  the
termination  of the Letters of Credit and this Agreement  or  the
substitution of any of the Banks pursuant to Sections 4(g) or (h)
hereof.

     SECTION 23.    Sales of Participations; Assignments.  (a) Without
the  consent  of the Funding Bank, the Administrating  Bank,  the
Company or any other Participating Bank, each Participating  Bank
may  grant participations in its participation in the Letters  of
Credit  (each  Person to which a participation is  granted  being
called a "Participant") and in such event such Participating Bank
will,  in  its  own  name and as agent for any such  Participant,
enforce  all rights and interests of any Participant  under  this
Agreement,  and accept all performances required of  the  Company
under  this Agreement; provided, however, that such Participating
Bank  shall  remain  entitled to exercise any right,  remedy  and
power  hereunder (other than, if agreed between the Participating
Bank  and the Participant, with respect to (i) the Maximum Credit
Amounts  or  the  effective  Participation  Percentage  of   such
Participant,  (ii) the maturity of the Letters of Credit  or  the
dates  for  the  reimbursement of drawings under the  Letters  of
Credit  or  the payment of interest thereon, (iii)  the  rate  of
interest  on unreimbursed drawings, or (iv) the fees to  be  paid
hereunder), and shall remain fully obligated to the Funding  Bank
as   provided   herein.    Any  such  Participant   will   be   a
"Participating Bank" for purposes of Section 2(l) and  Section  4
hereof.   If, at the time of a grant of a participation  pursuant
to  this  Section 23(a), such grant would result in a  claim  for
compensation pursuant to Sections 2(l), 4(b), (c) or  (d)  hereof
materially  greater  than that to which  the  Participating  Bank
granting  such  participation is entitled, such  grant  shall  be
subject to the consent of the Company.

     (b)   With  the  prior written consent of the Administrating
Bank, the Funding Bank and the Company (which consent in the case
of   the  Administrating  Bank  and  the  Company  shall  not  be
unreasonably withheld), any Participating Bank may cause all or a
portion of its obligations hereunder to be assumed by a financial
institution,  and notwithstanding the provisions  of  Section  14
hereof,  upon  the  execution and delivery to the  Administrating
Bank  (together with a processing and recordation fee of  $3,500)
of  an  assignment  and  acceptance  agreement  (which  shall  be
satisfactory in form and substance to the Administrating Bank and
the  Funding  Bank)  executed  by the  Administrating  Bank,  the
Funding  Bank,  such  transferring Participating  Bank  and  such
financial institution, such financial institution shall become  a
"Participating Bank" for purposes of this Agreement and shall  be
entitled  to  the  rights,  privileges  and  obligations   of   a
Participating  Bank hereunder and such transferring Participating
Bank  shall be released from its obligations with respect to  the
portion  of its participation so assumed; provided, that (i)  the
obligations  so transferred and assumed shall not  be  less  than
$5,000,000  and  (ii) the prior written consent  of  the  Company
shall  not  be required for a transfer of all or a portion  of  a
Participating   Bank's   obligations   hereunder    to    another
Participating Bank or an affiliate of a Participating Bank.

     (c)   The provisions of this Agreement shall be binding upon
and  inure  to  the  benefit  of the  parties  hereto  and  their
respective  successors and assigns permitted hereby, except  that
the  Company  may  not assign or otherwise transfer  any  of  its
rights or obligations hereunder without the prior written consent
of  each  Bank (and any attempted assignment or transfer  by  the
Company without such consent shall be null and void).  Nothing in
this  Agreement,  expressed or implied,  shall  be  construed  to
confer  upon  any  Person (other than the parties  hereto,  their
respective successors and assigns permitted hereby) any legal  or
equitable  right,  remedy or claim under or  by  reason  of  this
Agreement.

     SECTION 24.    Administrating Bank.  (a)  In order to expedite
the  various  transactions contemplated by  this  Agreement,  The
Chase Manhattan Bank is hereby appointed to act as Administrating
Bank  on  behalf  of  the  Participating  Banks.   Each  of   the
Participating   Banks   hereby   authorizes   and   directs   the
Administrating  Bank  to  take such  action  on  behalf  of  such
Participating  Bank  under  the  terms  and  provisions  of  this
Agreement   and  to  exercise  such  powers  hereunder   as   are
specifically delegated to or required of the Administrating  Bank
by  the terms and provisions hereof, together with such powers as
are  reasonably incidental thereto.  The Administrating  Bank  is
hereby expressly authorized on behalf of the Participating Banks,
without hereby limiting any implied authority, (i) to receive  on
behalf of each of the Participating Banks any payment of fees due
to  the  Participating  Banks hereunder  and  all  other  amounts
accrued  hereunder  paid  to  the  Administrating  Bank  for  the
accounts  of the Participating Banks, and promptly to  distribute
to  each  Participating Bank its proper share of all payments  so
received; (ii) to give notice within a reasonable time on  behalf
of  each  of  the  Participating Banks  to  the  Company  of  any
Reimbursement Event of Default or Prepayment Event  specified  in
this  Agreement  of  which  the Administrating  Bank  has  actual
knowledge   acquired   in  connection  with   its   capacity   as
Administrating  Bank hereunder; and (iii) to  distribute  to  the
Funding  Bank and each Participating Bank copies of all  notices,
agreements  and other material as provided for in this  Agreement
as received by the Administrating Bank.

     (b)    Neither  the  Administrating  Bank  nor  any  of  its
directors, officers, employees or agents shall be liable as  such
for  any action taken or omitted by any of them hereunder  except
for its or his own gross negligence or willful misconduct, nor be
responsible for any statement, warranty or representation  herein
or  the contents of any document delivered in connection herewith
nor  be  required to ascertain or to make any inquiry  concerning
the performance or observance by the Company of any of the terms,
conditions,  covenants  or agreements  of  this  Agreement.   The
Administrating Bank shall not be responsible to the Participating
Banks    for    the   due   execution,   genuineness,   validity,
enforceability or effectiveness of this Agreement, the Letters of
Credit or any other instrument to which reference is made herein.
The Administrating Bank shall in all cases be fully protected  in
acting,  or  refraining from acting, in accordance  with  written
instructions  signed  by  the  Required  Banks,  and,  except  as
otherwise specifically provided herein, such instructions and any
action  taken or failure to act pursuant thereto shall be binding
on  all  the Participating Banks.  The Administrating Bank shall,
in  the absence of knowledge to the contrary, be entitled to rely
on any paper or document believed by it to be genuine and correct
and  to have been signed or sent by the proper person or persons.
Neither  the  Administrating  Bank  nor  any  of  its  directors,
officers,  employees or agents shall have any  responsibility  to
the  Company  or  the Funding Bank on account of the  failure  or
delay  in performance or breach by any Participating Bank or  the
Funding  Bank  of  any  of its obligations hereunder  or  to  any
Participating  Bank  on account of the failure  of  or  delay  in
performance  or  breach  by  any other  Participating  Bank,  the
Funding   Bank  or  the  Company  of  any  of  their   respective
obligations   hereunder   or   in   connection   herewith.    The
Administrating Bank may execute any and all duties  hereunder  by
or through agents or employees and shall be entitled to advice of
legal  counsel selected by it with respect to all matters arising
hereunder  and  shall  not  be liable for  any  action  taken  or
suffered  in  good faith by it in accordance with the  advice  of
such counsel.

     (c)   With  respect  to the Participation Percentage  of  it
hereunder,  the  Administrating Bank, in its individual  capacity
and  not  as the Administrating Bank, shall have the same  rights
and  powers  hereunder and under any other agreement executed  in
connection  herewith  as  any other Participating  Bank  and  may
exercise the same as though it were not the Administrating  Bank,
and  the  Administrating  Bank  and  its  affiliates  may  accept
deposits from, lend money to and generally engage in any kind  of
business  with the Company, any Subsidiary or any other affiliate
thereof as if it were not the Administrating Bank.

     (d)   Each  Participating Bank agrees (i) to  reimburse  the
Administrating  Bank  in the amount of such Participating  Bank's
pro  rata share (determined in accordance with such Participating
Bank's Participation Percentage) of any expenses incurred for the
benefit  of  the Participating Banks by the Administrating  Bank,
including  counsel fees and compensation of agents and  employees
paid  for services rendered on behalf of the Participating Banks,
not  reimbursed  by  the Company and (ii) to indemnify  and  hold
harmless  the  Administrating Bank  and  any  of  its  directors,
officers,  employees or agents, on demand, in the amount  of  its
pro  rata  share (determined as aforesaid), from and against  any
and  all  liabilities, obligations, losses,  damages,  penalties,
actions,  judgments, suits, costs, expenses or  disbursements  of
any  kind  or nature whatsoever which may be imposed on, incurred
by  or  asserted against it in its capacity as the Administrating
Bank  or  against  any of its directors, officers,  employees  or
agents in any way relating to or arising out of this Agreement or
any  action  taken  or omitted by it or any of  them  under  this
Agreement, to the extent not reimbursed by the Company,  provided
that  no Participating Bank shall be liable to the Administrating
Bank  for  any portion of such liabilities, obligations,  losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements  resulting  from the gross  negligence  or  willful
misconduct  of  the Administrating Bank or any of its  directors,
officers, employees or agents.

     (e)   Each  Participating  Bank acknowledges  that  it  has,
independently  and without reliance upon the Administrating  Bank
or  any other Participating Bank and based on such documents  and
information  as  it has deemed appropriate, made its  own  credit
analysis  and  decision  to  enter  into  this  Agreement.   Each
Participating  Bank also acknowledges that it will, independently
and  without reliance upon the Administrating Bank or  any  other
Participating Bank and based on such documents and information as
it  shall deem appropriate at the time, continue to make its  own
decisions in taking or not taking action under or based upon this
Agreement,  any  related  agreement  or  any  document  furnished
hereunder.

     SECTION 25. Termination by the Company.  The Company may, upon
30 days written notice to the Administrating Bank, terminate this
Agreement;  provided, however, that any such proposed termination
shall  not  be  effective until (i) all Owner  Participants  have
delivered  their  Letters  of Credit  to  the  Funding  Bank  for
cancellation   together  with  a  duly   executed   request   for
cancellation  in the form of Exhibit 7 to Exhibit A  hereto,  and
(ii) the Company has paid all fees, expenses and interest accrued
hereunder.

     SECTION 26.    Termination of Availability Agreement Assignment.
The   parties  hereto  agree  that  the  Availability   Agreement
Assignment  shall  be  terminated upon the  earlier  of  (a)  the
release or termination of each other collateral assignment of the
Availability  Agreement  entered into by  the  Company  and  each
Operating  Company  (other  than any collateral  assignment  that
relates  to the Original Reimbursement Agreement or any amendment
or  restatement  thereof) and (b) the indefeasible  repayment  in
full  of all Indebtedness of the Company (other than Indebtedness
under  this  Agreement)  secured by each  such  other  collateral
assignment of the Availability Agreement.

     SECTION 27.    Severability.  Any provision of this Agreement
which  is  prohibited,  unenforceable or not  authorized  in  any
jurisdiction  shall, as to such jurisdiction, be  ineffective  to
the    extent   of   such   prohibition,   unenforceability    or
nonauthorization  without invalidating the  remaining  provisions
hereof  or affecting the validity, enforceability or legality  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 28.    Governing Law; Jurisdiction; Consent to Service of
Process;  Waiver  of  Jury Trial.  (a)  This Agreement  shall  be
governed  by,  and construed and interpreted in accordance  with,
the laws of the State of New York.

     (b)   Each  party  to this Agreement hereby irrevocably  and
unconditionally  submits, for itself and  its  property,  to  the
nonexclusive  jurisdiction of the Supreme Court of the  State  of
New  York  sitting  in New York County and of the  United  States
District  Court  of the Southern District of New  York,  and  any
appellate  court  from any thereof, in any action  or  proceeding
arising  out of or relating to this Agreement, or for recognition
or  enforcement  of any judgment, and each of the parties  hereto
hereby irrevocably and unconditionally agrees that all claims  in
respect  of  any  such  action or proceeding  may  be  heard  and
determined in such New York State or, to the extent permitted  by
law,  in  such Federal court.  Each of the parties hereto  agrees
that  a final judgment in any such action or proceeding shall  be
conclusive and may be enforced in other jurisdictions by suit  on
the judgment or in any other manner provided by law.  Nothing  in
this  Agreement  shall affect any right that  the  Administrating
Agent,  the Funding Bank or any other Bank may otherwise have  to
bring any action or proceeding relating to this Agreement against
the Company or its properties in the courts of any jurisdiction.

     (c)   Each  party  to this Agreement hereby irrevocably  and
unconditionally waives, to the fullest extent it may legally  and
effectively  do so, any objection which it may now  or  hereafter
have  to  the  laying of venue of any suit, action or  proceeding
arising  out  of  or  relating to this  Agreement  in  any  court
referred  to  in  paragraph (b) of this  Section.   Each  of  the
parties  hereto hereby irrevocably waives, to the fullest  extent
permitted  by  law, the defense of an inconvenient forum  to  the
maintenance of such action or proceeding in any such court.

     (d)   Each  party to this Agreement irrevocably consents  to
service  of  process  in  the  manner  provided  for  notices  in
Section  15  hereto.  Nothing in this Agreement will  affect  the
right  of  any  party to this Agreement to serve process  in  any
other manner permitted by law.

     (e)   EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL  BY
JURY IN  ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING  OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY  (WHETHER  BASED ON CONTRACT, TORT OR ANY  OTHER  THEORY).
EACH PARTY HERETO (i) 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
(ii)  ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,  THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     SECTION 29.    Headings.  Section headings in this Agreement are
included  herein for convenience of reference only and shall  not
constitute a part of this Agreement for any other purpose.

     SECTION 30.    Counterparts.  This Agreement may be signed in two
or  more counterparts, each of which shall constitute an original
but  all  of which when taken together shall constitute  but  one
contract,  and  shall become effective when it  shall  have  been
executed  by all parties hereto and when the Administrating  Bank
shall  have  received copies hereof which, when  taken  together,
bear  signatures of all parties hereto.  Delivery of an  executed
counterpart   of   a  signature  page  of  this  Agreement,   any
certificate, document (other than any Letter of Credit) or  legal
opinion  contemplated or required by the terms of this  Agreement
by facsimile transmission shall be as effective as delivery of  a
manually executed counterpart of this Agreement.

     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Agreement  to be duly executed and delivered by their  respective
officers  thereunto duly authorized as of the  date  first  above
written.


                            SYSTEM ENERGY RESOURCES, INC.


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

                            Address for Notice:

                                System Energy Resources, Inc.
                                Box 61000
                                New Orleans, LA  70161
                                Attention:  Treasurer
                                Telecopy:  (504) 576-4455

<PAGE>
                            THE BANK OF TOKYO-MITSUBISHI, LTD.
                            LOS ANGELES BRANCH, as Funding Bank,


                                by  /s/ Masato Sekino
                                Name: Masato Sekino
                                Title: Deputy General Manager

                            Address for Notice:

                            The Bank of Tokyo- Mitsubishi, Ltd.,
                            Los Angeles Branch
                            777 South Figueroa Street, 6th Floor
                            Los Angeles, California  90017
                               Telecopy: (213) 488-3875
                                       Attention:Manager --
                                        Corporate Banking
                                        Department #3
                            Copy to:

                                Union Bank of California, N.A.
                                Global Business Coordination Division
                                445 South Figueroa Street, 12th Floor
                                Los Angeles, California 90071
                                Telecopy: (213) 629-0147
                                Attention:   Christina Lisiero

                            Address for Payment:

                                The  Bank  of  Tokyo-Mitsubishi, Ltd.,
                                Los Angeles Branch
                                777 South Figueroa Street, 6th Floor
                                Los Angeles, California 90017
                                Telecopy: (213) 488-3875
                                Attention: Manager-Corporate Banking
                                           Department #3


<PAGE>
                       PARTICIPATING BANKS



$30,473,467/15.8%           THE CHASE MANHATTAN BANK,
                            as Administrating Bank and as a Participating Bank,


                            by   /s/ Jaimin Patel
                                Name: Jaimin Patel
                                Title:    Vice President

                            Address for Notice:

                                Loan and Agency Services Group
                                One Chase Manhattan Plaza, 8th Floor
                                New York, New York  10081
                                Telecopy: (212) 552-5777
                                Attention:   Tonya Mitchell

                            Copy to:

                                The Chase Manhattan Bank
                                270 Park Avenue
                                New York, New York.  10017
                                Telecopy: (212) 270-3089
                                Attention:   Jaimin Patel

                              Address for Payments:

                                The Chase Manhattan Bank
                                ABA:  021000021
                                A/C:  000323-2-61-906
                                Ref:  System Energy

<PAGE>

$30,473,467/15.8%           UNION BANK OF CALIFORNIA, N.A.,
                            as Documentation Agent and as a Participating Bank,


                             by  /s/ David Musicant
                                Name: David Musicant
                                Title:    Vice President

                            Address for Notice:

                                Union Bank of California, N.A.
                                Energy Capital Services
                                445 South Figueroa Street
                                15th Floo
                                Los Angeles, California 90071
                                Telecopy:    (213) 236-4096
                                Attn.:  Chad Canfield

                            Address for Payments:

                                Union Bank of California, N.A.
                                1980 Saturn Street
                                Monterey Park, California 91754
                                ABA # 122-000-496
                                Acct. # 070-196431
                                Attn:Commercial Loan Operations
                                Ref: Systems Energy Resources, Inc.


<PAGE>

$15,000,000/7.8%            BANK HAPOALIM B.M.
                            as a Participating Bank,


                            by  /s/ Shaun Breidbart    /s/ Laura Anne Raffa
                               Name: Shaun Breidbart      Laura Anne Raffa
                               Title: Vice President     First Vice President
                                                         & Corporate Manager
                            Address for Notice:

                                Bank Hapoalim B.M.
                                1177 Avenue of the Americas
                                New York, New York 10036
                                Telecopy: (212) 782-2187
                                Attn.:    Shaun Breidbart

                            Address for Payments:

                                Bank of New York
                                ABA # 021000018
                                48 Wall Street
                                New York

                                For the account of

                                Bank Hapoalim B.M.
                                1177 Avenue of the Americas
                                New York, New York 10036

                                A/C#  802 301 5103

                                Operations contact:
                                Donna Gindoff
                                Telephone:   (212) 782-2179
                                Telcopy:     (212) 782-2187

                                Reference:  Systems Energy


<PAGE>

$29,000,000/15.0%           THE BANK OF NEW YORK
                            as a Participating Bank,


                            by  /s/ John W. Hall
                                Name: John W. Hall
                                Title:    Vice President

                            Address for Notice:

                                The Bank of New York
                                One Wall Street
                                New York, New York 10286
                                Telecopy: (212) 635-7923
                                Attn.:    Lisa Williams

                            Address for Payments:

                                The Bank of New York
                                101 Barclay Street
                                New York, New York  10286
                                ABA # 021000018
                                Commercial Loans GLA# 111-556
                                Ref:   System  Energy   Resouces, Inc.
                                Specify:    Interest,  Principal, Fees

<PAGE>

$29,000,000/15.0%           THE BANK OF NOVA SCOTIA
                            as a Participating Bank,


                            by /s/ F.C.H. Ashby
                                Name: F.C.H. Ashbhy
                                Title: Senior Manager Loan Operations

                            Address for Notice:

                                The Bank of Nova Scotia
                                Atlanta Agency
                                Suite 2700
                                600 Peachtree Street NE
                                Atlanta, Georgia  30308
                                Telecopy:   (404) 888-8998
                                Attn:  Donna Gardner

                            with a copy to:

                                The Bank of Nova Scotia
                                Houston Representative Office
                                1100 Louisiana, Suite 3000
                                Houston, Texas  77002
                                Telecopy:  (713) 752-2425
                                Attn:  Paul Gonin

                            Address for Payments:

                                The Bank of Nova Scotia
                                New York Agency
                                ABA # 026 002 532
                                For Credit to BNS Atlanta Agency
                                Act# 0606634
                                Re:  System Energy


<PAGE>

$29,000,000/15.0%           BANK ONE, NA (MAIN OFFICE CHICAGO)
                            as a Participating Bank,


                             by /s/ Mary Lu D. Cramer
                                Name: Mary Lu D. Cramer
                                Title:    Vice President

                            Address for Notice:

                                Bank One, NA (Main Office Chicago)
                                1 Bank One Plaza
                                Chicago, Illinois 60670
                                Telecopy: (312) 732-4840
                                Attn.:    Ken Fecko

                            Address for Payments:

                                ABA #:    071000013
                                A/C#: 4811-5286-0000
                                A/C Title: Incoming Money Transfers


<PAGE>

$10,000,000/5.2%            CIBC, INC.
                            as a Participating Bank,


                            by  /s/ Jeffrey C. Heckman
                                Name: Jeffrey C. Heckman
                                Title:    Authorized Signatory

                            Address for Notice:

                                CIBC, Inc.
                                Two Pages West
                                2727 Paces Ferry Road
                                Suite 1200
                                Atlanta, Georgia 30339
                                Telecopy:  (770) 319-4950
                                Attn:  Beverly Bowman
                                            and
                                       Miriam McCart

                            with a copy to:

                                CIBC, Inc.
                                425 Lexington Avenue, 7th Fl.
                                New York, New York 10017
                                Telecopy:  (212) 885-4911
                                Attn.:    Denis P. O'Meara

                            Address for Payment Instructions:

                                The Bank of New York
                                ABA 021-000-018
                                A/C CIBC New York
                                A/C # 890-0331-046
                                Ref: Systems Energy Resources
                                Telex Number/Answerback: 542413
                                (CANBANK)

<PAGE>
$20,000,000/10.4%           TORONTO DOMINION (TEXAS), INC.
                            as a Participating Bank,


                             by /s/ Carolyn R. Faeth
                                Name: Carolyn R. Faeth
                                Title:    Vice President

                            Address for Notice:

                                The Toronto-Dominion Bank
                                Manager, Credit Administration
                                909 Fannin Street, 17th Floor
                                Houston, Texas  77010
                                Telecopy:  (713) 951-9921
                                Attn: Carolyn Faeth


                            with a copy to:

                                The Toronto-Dominion Bank
                                31 W. 52nd Street, 18th Floor
                                New York, New York 10019
                                Telecopy:  (212) 262-1929
                                Attn.:    Linda Lavin

                            Address for Payments:

                                Bank of America, New York
                                026009593
                                Toronto-Dominion Bank, Houston
                                6550-6-52270
                                Re: System Energy Resources, Inc.


<PAGE>
                            EXHIBIT A

            IRREVOCABLE TRANSFERABLE LETTER OF CREDIT

                        No. [          ]


                                                December 20, 1999

[Owner Participant]
[Address]

(the "Owner Participant")

Attn: [        ]

Dear Sirs:

     1.    We  hereby establish, at the request of System  Energy
Resources,  Inc. (the "Company"), in your favor, our  Irrevocable
Transferable  Letter  of  Credit  No.  [     ]  (the  "Letter  of
Credit"),   in   an   amount  not  to  exceed   [$156,885,463.65]
[$36,061,469.99] (as such amount may be reduced pursuant  to  the
terms hereof, the "Maximum Credit Amount"), effective immediately
and  expiring  on the Termination Date.  Capitalized  terms  used
herein and in Schedules II and III and Exhibits 1, 2, 3, 4, 5,  6
and  7  hereto  shall have the meanings set forth in  Schedule  I
hereto.   This Letter of Credit is issued in connection with  the
leasing of an undivided interest in Unit No. 1 of the Grand  Gulf
Nuclear Station to the Company pursuant to a Facility Lease dated
as  of  December  1, 1988, as supplemented by a Lease  Supplement
dated  as  of  April  1,  1989 and as  supplemented  by  a  Lease
Supplement  dated  as of January 1, 1994 (the "Facility  Lease"),
among  the Company and the Owner Trustees under a trust agreement
with you.

     2.   The Maximum Credit Amount may be reduced at any time and
from  time  to  time  upon  receipt by  us  at  the  address  for
presentation  of  documents set forth below  of  a  copy  of  the
instrument effecting such reduction, signed by the Company and by
you  in the form of Exhibit 1 hereto (a "Reduction Certificate").
Upon receipt of such certificate, the Maximum Credit Amount shall
be  automatically and permanently reduced by the amount specified
as  the  Reduction  Amount  in  such Reduction  Certificate  (the
"Reduction Amount").

     3.    We hereby irrevocably authorize you to draw on us,  in
accordance  with the terms and conditions hereinafter set  forth,
an  amount not in excess of the least of (x) the Maximum  Drawing
Amount  applicable  to  the date of such drawing  (the  "Date  of
Drawing"), as modified in accordance with the next paragraph  and
(y) the Maximum Available Credit Amount applicable to the Date of
Drawing,  as  modified in accordance with the next paragraph  and
(z)  in  the  case of a Partial Draw, the Partial Drawing  Amount
applicable to the Date of Drawing; provided, however, that at  no
time shall we be required to pay any drawing under this Letter of
Credit  in  excess of the lesser of the Maximum Available  Credit
Amount  and the Maximum Drawing Amount, in each case as in effect
on the applicable Date of Drawing.

     4.   The Maximum Drawing Amounts and the Maximum Available Credit
Amount shall be modified from time to time as follows:

     (a)  upon receipt by us of a Reduction Certificate, the Maximum
  Available  Credit Amount shall be permanently  reduced  by  the
  Reduction Amount set forth in such Reduction Certificate;

     (b)  upon payment by us of each Partial Draw (as hereinafter
  defined)  under  the Letter of Credit, (i) the Maximum  Drawing
  Amount  applicable to each Date of Drawing subsequent  to  such
  payment shall be automatically reduced by an amount equal to the
  amount  of  the drawing so paid and (ii) the Maximum  Available
  Credit Amount shall be automatically reduced by an amount equal
  to the amount of the drawing so paid;

     (c)  upon the application by us of amounts paid by the Company
  pursuant to Section 2 of the Reimbursement Agreement to reimburse
  any Partial Draw hereunder (as such application is allocated in
  accordance  with Section 2(d) of the Reimbursement  Agreement),
  (i) the Maximum Drawing Amount applicable to each Date of Drawing
  subsequent to such application shall be automatically increased
  by the amount of such payment(s) allocated as a reimbursement of
  drawings hereunder and (ii) the Maximum Available Credit Amount
  shall be automatically increased by the amount of such payment(s)
  allocated  as a reimbursement of drawings hereunder;  provided,
  however,  that the Maximum Available Credit Amount shall  never
  exceed the Maximum Credit Amount;

     (d)  upon the payment by us of any Final Draw (as hereinafter
  defined)  under  the Letter of Credit, (i) the Maximum  Drawing
  Amount  applicable to each Date of Drawing subsequent  to  such
  payment  shall be automatically reduced to zero  and  (ii)  the
  Maximum Available Credit Amount shall be automatically reduced to
  zero; and

     (e)  if adjustments are made to Casualty Values, corresponding
  adjustments shall be made to the Maximum Drawing Amounts shown in
  Schedule II (as theretofore reduced pursuant to clause (b) above
  and,  if  applicable, reinstated pursuant to clause (c) above),
  provided that adjustments pursuant to this clause (e) shall  be
  effective automatically upon receipt by us of a notice from you
  in the form of Exhibit 2 hereto, and provided further that such
  adjustments shall in no event cause the Maximum Drawing Amount to
  exceed the Maximum Credit Amount.

     5.   Upon return of this Letter of Credit together with a notice
in  the  form  of Exhibit 2 hereto, we will promptly initial  and
attach  to this Letter of Credit a revised Schedule II reflecting
the  adjustments contained in such notice and return this  Letter
of Credit to you with such revised Schedule attached.

     6.   Upon the application by us of amounts paid by the Company
pursuant to Section 2 of the Reimbursement Agreement to reimburse
any  Partial Draw hereunder, we will give you prompt (and in  any
event  within  three  Business Days of such application)  written
notice  of such application and the amount thereof.  Such  notice
shall be given in accordance with the provisions set forth in the
eighth paragraph of this Letter of Credit.

     7.    Funds under this Letter of Credit are available to you
either  (a) against presentation as set forth herein on or  prior
to the earlier of (x) March 20, 2003 and (y) the Termination Date
and  provided  there  has not been a Final Draw  and  provided  a
written  notice  indicating the Date  of  Early  Termination  (as
hereinafter defined) has not been delivered to you, of  (i)  your
draft  in  the  form  of Exhibit 3 attached  hereto  and  (ii)  a
completed  certificate signed by you in the  form  of  Exhibit  4
attached  hereto (a "Partial Draw"), or (b) against  presentation
on or prior to the Termination Date of (i) your draft in the form
of  Exhibit  3  attached hereto and (ii) a completed  certificate
signed  by you in the form of Exhibit 5 attached hereto (a "Final
Draw").   Each  of a Partial Draw and a Final Draw are  sometimes
referred  to herein as a "Draw".  Each such draft and certificate
shall  be  dated the date of presentation and shall be  presented
either  (i)  by  personal  delivery  at  our  office  located  at
777   South  Figueroa  Street,  Los  Angeles,  California  90017,
Attention:   Manager-Corporate Banking Department #3 (or  at  any
other  office in Los Angeles, California which may be  designated
by  us  by written notice (given in the manner set forth  in  the
next  paragraph) delivered to you at least 15 days prior  to  the
applicable Date of Drawing) or (ii) by telecopy at (213) 488-3875
(or at any other telecopy number in Los Angeles, California which
may  be  designated by us by written notice (given in the  manner
set  forth  in  the next paragraph) delivered  to  you  at  least
15   days   prior  to  the  applicable  Date  of  Drawing).    If
presentation is by telecopy, promptly thereafter, but  not  as  a
condition to a draw, you shall forward such draft and certificate
to  us at the location specified in or pursuant to (i) above.  We
agree,  so  long as this Letter of Credit is in effect,  that  we
will  maintain  an office in the city of Los Angeles,  California
where  such  presentation may be made.  If we receive such  draft
and  certificate  by  personal delivery or by  telecopy  at  such
office, all in strict conformity with the terms and conditions of
this Letter of Credit, prior to 10:00 a.m. (New York time) on any
Business Day, we will honor the draft on the same Business Day by
remitting   the   proceeds  thereof  to  you  at   your   account
[No.__________] at [name of bank].  If we receive such draft  and
certificate  by personal delivery or by telecopy at such  office,
all  in  strict conformity with the terms and conditions of  this
Letter  of Credit, on or after 10:00 a.m. (New York time) on  any
Business Day, we will honor the draft on the next Business Day by
wire  transfer  of federal funds to your account  with  any  bank
located  in  the  United  States of  America  or  by  deposit  of
immediately  available funds into a designated account  that  you
maintain with us.  Upon receipt of a draft and certificate  which
are  not  in  strict conformity with the terms and conditions  of
this  Letter of Credit, we will promptly (and in any event within
three  Business  Days  of  such  receipt)  notify  you  of   such
nonconformity and the reason therefor; provided that our  failure
to  so  notify  you of such nonconformity or the reason  therefor
shall  not amend, modify, extend or otherwise affect your  rights
hereunder  and shall not create any additional rights  hereunder;
provided  further  that, notwithstanding the  generality  of  the
foregoing,  any  such  failure  shall  not  have  the  effect  of
extending  the  time  during  which you  may  draw  hereunder  or
converting such nonconforming draft and certificate into a  draft
and   certificate  in  strict  conformity  with  the  terms   and
conditions of this Letter of Credit.

     8.    Notwithstanding any other provision of this Letter  of
Credit,  we shall have the right, upon the occurrence of  any  of
the  events  listed  in Schedule III hereto,  to  terminate  this
Letter of Credit by delivering to you a written notice indicating
the  date  of such termination (the "Date of Early Termination");
provided that on or before the Date of Early Termination you will
have the right to draw once an amount not in excess of the lesser
of  (i)  the Maximum Available Credit Amount and (ii) the Maximum
Drawing  Amount,  in  each case as in  effect  on  such  date  in
accordance   with  the  procedures  described  herein;   provided
further,  that  upon  delivery of  such  written  notice  to  you
indicating the Date of Early Termination, your right  to  make  a
Partial  Draw  hereunder  shall  automatically  terminate.    The
written  notice  referred to in the preceding sentence  shall  be
given  by  telex or facsimile transmission addressed  to  you  at
[Name],  [Address], Telecopy:           , Attention:      (or  to
such  other address or telex number designated by you by  written
notice  delivered to us at least 15 days prior to the  notice  of
early  termination) and shall be effective upon  receipt  of  the
appropriate answerback or confirmation by you of your receipt  of
the   facsimile  transmission  or,  if  no  such  answerback   or
confirmation  is  given, the end of the  Business  Day  on  which
actual  transmission is made to the address above.  We will  also
forward copies of such notice by overnight delivery service (with
a  request  to such delivery service that they obtain  a  receipt
from such addressee (to the extent that such a receipt service is
then  available,  it being understood that the  failure  of  such
delivery service to actually obtain such a receipt shall  not  be
the responsibility of the Funding Bank and the Funding Bank shall
bear  no liability for such failure)) and registered mail (return
receipt  requested) to the address set forth above.  The Date  of
Early Termination specified in such written notice shall be:

     (a)  in the case of events specified in paragraphs (i), (ix) and
  (x) of Schedule III, not earlier than ten days after such notice
  is  effective, or, if the tenth day is not a Business Day,  the
  next following Business Day,

     (b)  in the case of the event specified in paragraph (xvi) of
  Schedule  III,  not earlier than 15 days after such  notice  is
  effective, or, if the fifteenth day is not a Business Day,  the
  next following Business Day, and

     (c)  in the case of all other events specified in Schedule III,
  not earlier than 30 days after such notice is effective.


          You have no obligation upon the receipt of such written
notice indicating the Date of Early Termination to investigate or
otherwise  question  whether  any  of  the  events  specified  in
Schedule  III has occurred and the fact that such an event  shall
not  have occurred shall not in any way affect your right to draw
hereunder upon the receipt of such written notice.

     9.   Except as set forth below, this Letter of Credit shall be
governed  by  the  Uniform Customs and Practice  for  Documentary
Credits   (revision  effective  January  1,  1994)  International
Chamber  of Commerce Publication No. 500, and, as to matters  not
covered  therein,  be governed by the laws of the  State  of  New
York, including without limitation the Uniform Commercial Code as
in  effect  in such State.  Unless you are otherwise notified  in
writing,  communications to us with respect  to  this  Letter  of
Credit  shall  be  in  writing and shall be addressed  to  us  at
777   South  Figueroa  Street,  Los  Angeles,  California  90017,
Attention:  Manager-Corporate Banking Department #3, with a  copy
to Union Bank of California, N.A., 445 South Figueroa Street, Los
Angeles,  California 90071-1602, Attention:  David Musicant,  and
shall specifically refer to the number of this Letter of Credit.

     10.  This Letter of Credit may be transferred and assigned in its
entirety  more than once.  Upon receipt by us at the address  for
presentation  of  documents set forth above  of  a  copy  of  the
instrument effecting such transfer and assignment, signed by  the
transferor and by the transferee, in the form of Exhibit 6 hereto
then,  in  such case, we will, upon surrender of this  Letter  of
Credit, issue an irrevocable transferable letter of credit in the
name  of  the transferee and providing for notices to be sent  to
the  transferee at the address set forth therein and in all other
respects  identical to this Letter of Credit and the  transferee,
instead  of  the transferor, shall, without necessity of  further
act,  be entitled to all the benefits of, and rights under,  this
Letter of Credit in the transferor's place.

     11.  Any drawing under this Letter of Credit will be paid from
our  general funds and not directly or indirectly from  funds  or
collateral  deposited with or for our account by the Company,  or
pledged  with or for our account by the Company and we will  seek
reimbursement for payments made pursuant to a drawing under  this
Letter of Credit only after such payments have been made.

12.  This Letter of Credit sets forth in full our undertaking,
and such undertaking shall not in any way be modified, amended,
amplified or limited by reference to any document, instrument or
agreement referred to herein, except only Schedules I, II and III
and Exhibits 1, 2, 3, 4, 5, 6 and 7 hereto and the notices
referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or
agreement except as set forth above.

13.  We (a) hereby irrevocably submit for ourself and our
property to the nonexclusive jurisdiction of the courts of the
State of New York in New York County, and to the nonexclusive
jurisdiction of the United States District Court for the Southern
District of New York, for the purposes of any suit, action or
other proceeding arising out of this Letter of Credit brought by
the account party or the beneficiary hereof or their successors
or assigns, and

     (b)   hereby  waive,  and agree not to  assert,  by  way  of
motion,  as a defense, or otherwise, in any such suit, action  or
proceeding, to the extent permitted by applicable law,  that  the
suit,  action or proceeding is brought in an inconvenient  forum,
that the venue of the suit, action or proceeding is improper,  or
that  this Letter of Credit, or the subject matter hereof or  any
of the transactions contemplated hereby may not be enforced in or
by  such  courts.  We generally consent to service of process  by
registered  mail, return receipt requested, addressed  to  us  at
777   South  Figueroa  Street,  Los  Angeles,  California  90017,
Attention of:  General Manager, or such other office in the State
of  California as from time to time may be designated  by  us  in
writing to the account party and the beneficiary hereof, or their
successors or assigns, as the case may be.

                         Very truly yours,


                         THE BANK OF TOKYO-MITSUBISHI, LTD.,
                         LOS ANGELES BRANCH

                         By_________________________________
                         Name:
                         Title:


<PAGE>
                                                        EXHIBIT 1
                                                     to Exhibit A

                                                           [Date]



The Bank of Tokyo-Mitsubishi, Ltd.,
Los Angeles Branch
777 South Figueroa Street
Los Angeles, California 90017

Attention:  Manager-Corporate Banking Department #3


Dear Sirs:

          Reference   is   made   to  that  certain   Irrevocable
Transferable Letter of Credit bearing Letter of Credit  No.______
dated [Date of Issuance] (the "Letter of Credit"), which has been
established  by you in favor of [name of Owner Participant]  (the
"Owner Participant").

          We  hereby  request that the Maximum Credit  Amount  be
reduced by $___________ (the "Reduction Amount").

          Capitalized terms used herein and not otherwise defined
herein  shall  have the meanings given to them in the  Letter  of
Credit.

                         SYSTEM ENERGY RESOURCES, INC.

                         By________________________________

                            Title:

                         [OWNER PARTICIPANT]

                         By_________________________________

                            [Name and Title of Authorized
                            Representative of Owner Participant]


<PAGE>

                                                        EXHIBIT 2
                                                     to Exhibit A

                                                           [Date]



The Bank of Tokyo-Mitsubishi, Ltd.,
Los Angeles Branch
777 South Figueroa Street
Los Angeles, California 90017

Attention:  Manager-Corporate Banking Department #3


Dear Sirs:

          Reference   is   made   to  that  certain   Irrevocable
Transferable   Letter  of  Credit  bearing   Letter   of   Credit
No._________  dated [Date of Issuance] (the "Letter of  Credit"),
which  has  been  established by you in favor of [name  of  Owner
Participant] (the "Owner Participant").

          The  undersigned,  a duly authorized representative  of
the Owner Participant, hereby certifies that Casualty Values have
been   adjusted  in  accordance  with  the  provisions   of   the
Transaction Documents and the amounts shown on Schedule II to the
Letter of Credit should be modified, in accordance with the terms
of clause (e) of the fourth paragraph of the Letter of Credit, to
the amounts shown in Appendix A hereto.

          The  Letter  of  Credit  is returned  herewith  and  we
request that you initial and return the Letter of Credit with the
revised Schedule II attached.

          Capitalized terms used herein and not otherwise defined
herein  shall  have the meanings given to them in the  Letter  of
Credit.

                         [OWNER PARTICIPANT]

                         By____________________________

                         [Name and Title of Authorized
                         Representative of Owner Participant]


<PAGE>
                                                        EXHIBIT 3
                                                     to Exhibit A

                                                          [Place]

                                                           [Date]


ON [Business Day of presentation if presented before 10:00 a.m.
(New York time); next Business Day if presented at or after
10:00 a.m.]


     PAY TO                        U.S.$[not to exceed least of
     [Name of beneficiary]         (i) the Maximum Available
                                   Credit Amount and (ii) the
                                   Maximum Drawing Amount and,
                                   (iii) in the case of a Partial
                                   Draw, the Partial Drawing
                                   Amount] DOLLARS,


     [Insert wire instructions]

     FOR VALUE RECEIVED AND CHARGE TO ACCOUNT OF LETTER

     OF CREDIT NO.            OF

          The Bank of Tokyo-Mitsubishi, Ltd.,
          Los Angeles Branch
          777 South Figueroa Street
          Los Angeles, California 90017

                         [OWNER PARTICIPANT]

                         By___________________________

                         [Name and Title of Authorized
                         Representative of Owner Participant]

<PAGE>
                                                        EXHIBIT 4
                                                     to Exhibit A

                 CERTIFICATE FOR A PARTIAL DRAW


          The  undersigned,  a duly authorized representative  of
[name  of  Owner  Participant]  (the  "Owner  Participant"),   as
beneficiary under that certain Irrevocable Transferable Letter of
Credit No.__________ dated [the Date of Issuance], established by
The  Bank  of  Tokyo-Mitsubishi, Ltd., Los  Angeles  Branch  (the
"Funding Bank"), and issued pursuant to that certain Amended  and
Restated Reimbursement Agreement, dated as of December 20,  1999,
(the  "Reimbursement Agreement"), among System Energy  Resources,
Inc.,  The  Chase  Manhattan Bank, as  Administrating  Bank,  the
Funding  Bank,  Union Bank of California, N.A., as  Documentation
Agent,  and  the banks named therein as Participating Banks  (the
"Letter of Credit"), hereby certifies as follows:

     1.   A Partial Drawing Event has occurred and is continuing.

     2.   The Owner Participant has not heretofore made a Final Draw
under  the  Letter  of  Credit.  The Owner  Participant  has  not
heretofore received notice of a Date of Early Termination.

     3.   The amount of the accompanying draft does not exceed the
least  of  (i) the Maximum Available Credit Amount  on  the  date
hereof, as determined in accordance with the terms of the  Letter
of  Credit,  and (ii) the Maximum Drawing Amount available  under
the  Letter  of  Credit  on  the date hereof,  as  determined  in
accordance with the terms of the Letter of Credit, and (iii)  the
Partial Drawing Amount for such Partial Drawing Event.

          Capitalized terms used herein and not otherwise defined
herein  shall  have the meanings given to them in the  Letter  of
Credit.

          IN  WITNESS WHEREOF, the undersigned has executed  this
Certificate as of ____________, [19__] [20__].


                         [OWNER PARTICIPANT]

                         By_________________________________

                          [Name and Title of Authorized
                          Representative of Owner Participant]

<PAGE>

                                                        EXHIBIT 5
                                                     to Exhibit A

                  CERTIFICATE FOR A FINAL DRAW



          The  undersigned,  a duly authorized representative  of
[name  of  Owner  Participant]  (the  "Owner  Participant"),   as
beneficiary under that certain Irrevocable Transferable Letter of
Credit No.__________ dated [the Date of Issuance] established  by
The  Bank  of  Tokyo-Mitsubishi, Ltd., Los  Angeles  Branch  (the
"Funding Bank"), and issued pursuant to that certain Amended  and
Restated Reimbursement Agreement, dated as of December 20,  1999,
(the  "Reimbursement Agreement"), among System Energy  Resources,
Inc.,  The  Chase  Manhattan Bank, as  Administrating  Bank,  the
Funding  Bank,  Union Bank of California, N.A., as  Documentation
Agent,  and  the banks named therein as Participating Banks  (the
"Letter of Credit"), hereby certifies as follows:

          1.   [Insert one of the following:  A Deemed Loss Event (as
     defined in Schedule I to the Letter of Credit) has occurred and
     is continuing./  An Event of Loss (as defined in Schedule I to
     the Letter of Credit) has occurred and is continuing./  An Event
     of Default (as defined in Schedule I to the Letter of Credit) has
     occurred and is continuing./  Notice has been given  by  the
     Funding Bank of a Date of Early Termination and such Date of
     Early Termination is on or after the date hereof.]

          2.   The Owner Participant has not heretofore made a Final Draw
     under the Letter of Credit.

          3.   The amount of the accompanying draft does not exceed the
     lesser of (i) the Maximum Available Credit Amount on the date
     hereof and (ii) the Maximum Drawing Amount available under the
     Letter  of Credit on the date hereof, each as determined  in
     accordance with the terms of the Letter of Credit.

          Capitalized terms used herein and not otherwise defined
herein  shall  have the meanings given to them in the  Letter  of
Credit.

          IN  WITNESS WHEREOF, the undersigned has executed  this
Certificate as of ____________, [19__] [20___].

                         [OWNER PARTICIPANT]

                         By______________________________________

                          [Name and Title
                          Authorized Representative of Owner
                          Participant]

<PAGE>
                                                        EXHIBIT 6
                                                     to Exhibit A

The Bank of Tokyo-Mitsubishi, Ltd.,
Los Angeles Branch
777 South Figueroa Street
Los Angeles, California 90017



Dear Sirs:

          Reference   is   made   to  the   certain   Irrevocable
Transferable  Letter of Credit bearing Letter  of  Credit  No.___
dated [Date of Issuance] (the "Letter of Credit"), which has been
established  by you in favor of [name of Owner Participant]  (the
"Transferor").

          The Transferor has transferred and assigned (and hereby
confirms  to you said transfer and assignment) all of its  rights
in  and  under the Letter of Credit to [name of Transferee]  (the
"Transferee") and confirms that the Transferor no longer has  any
rights under or interest in the Letter of Credit.

          The  Letter  of  Credit  is returned  herewith  and  we
request  that  you  issue an irrevocable transferable  letter  of
credit in the name of the Transferee and providing for notices to
be  sent to the Transferee at the address set forth below and  in
all other respects identical to the Letter of Credit.

          Transferee  hereby  certifies  that  it   is   a   duly
authorized transferee under the terms of the Letter of Credit and
is  accordingly  entitled, upon presentation of  the  drafts  and
certificates  called for therein, to receive payment  thereunder.
Notices  under  the Letter of Credit should  be  sent  to  us  as
follows:    [Name],   [Address],   [Telex   Number],   Attention:
          , [Answerback].


                         [NAME OF TRANSFEROR]

                         By____________________________________

                          [Name and Title of
                          Authorized Representative
                          of Transferor]

                         [NAME OF TRANSFEREE]

                         By______________________________________

                          [Name and Title of Authorized
                          Representative of Transferee]

<PAGE>
                                                        EXHIBIT 7
                                                     to Exhibit A


The Bank of Tokyo-Mitsubishi, Ltd.,
Los Angeles Branch
777 South Figueroa Street
Los Angeles, California 90017

Attention:  Manager-Corporate Banking Department #3


Dear Sirs:

          Reference   is   made   to  that  certain   Irrevocable
Transferable  Letter  of  Credit bearing  Letter  of  Credit  No.
dated [Date of Issuance] (the "Letter of Credit"), which has been
established  by you in favor of [name of Owner Participant]  (the
"Owner Participant").

          The  undersigned,  a duly authorized representative  of
the Owner Participant, hereby surrenders the Letter of Credit for
immediate  cancellation.   The  Letter  of  Credit  is   returned
herewith  and we request that you cancel the Letter of Credit  as
of the date hereof.

          Capitalized terms used herein and not otherwise defined
herein  shall  have the meanings given to them in the  Letter  of
Credit.


                         [OWNER PARTICIPANT]

                         By______________________________________
                          [Name and Title of Authorized
                          Representative of
                          Owner Participant]


<PAGE>
                                                       SCHEDULE I
                                                     to Exhibit A

          The  following terms shall have the following  meanings
for  purposes  of  the  Letter of Credit and  the  Schedules  and
Exhibits  thereto.  Terms defined in the Letter of  Credit  shall
have  the  meanings  given  to them therein.   Terms  defined  by
reference to the Participation Agreement shall have the  meanings
assigned to them therein from time to time.

          "Administrating Bank" means The Chase Manhattan Bank, a
New York banking corporation.

          "Availability   Agreement"   means   the   Availability
Agreement, dated as of June 21, 1974, among the Company  and  the
Operating  Companies, as amended heretofore and as  amended  from
time to time.

          "Availability Agreement Assignment" means  the  Thirty-
Third Assignment of Availability Agreement, Consent and Agreement
dated as of December 20, 1999, among the Company, EAI, ELI,  EMI,
ENOI,  and the Administrating Bank, substantially in the form  of
Exhibit  I  to  the Reimbursement Agreement, and as amended  from
time to time.

          "Applicable Law" has the meaning assigned to it in  the
Participation Agreement.

          "Bank"  means  the  Funding Bank or  any  Participating
Bank.

          "Business Day" means any day except a Saturday,  Sunday
or  other day on which commercial banks in New York, New York  or
Los  Angeles,  California are authorized or required  by  law  to
close.

          "Code" means the United States Internal Revenue Code of
1986, as amended, and the applicable regulations thereunder.

          "Collateral Agreements" means the Supplementary Capital
Funds  Agreement, the Availability Agreement and the Availability
Agreement Assignment.

          "Date of Issuance" means December 20, 1999.

          "Date of Early Termination" has the meaning assigned to
it in the eighth paragraph of the Letter of Credit.

          "Deemed  Loss Event" has the meaning specified  in  the
Participation Agreement.

          "DLE  Term Advance" has the meaning assigned to  it  in
Section 1 of the Reimbursement Agreement.

          "EAI"   means  Entergy  Arkansas,  Inc.,  an   Arkansas
corporation.

          "ELI"   means  Entergy  Louisiana,  Inc.,  a  Louisiana
corporation.

          "EMI"  means  Entergy Mississippi, Inc., a  Mississippi
corporation.

          "ENOI"  means  Entergy New Orleans, Inc.,  a  Louisiana
corporation.

          "Entergy"   means  Entergy  Corporation,   a   Delaware
corporation.

          "EOL  Term Advance" has the meaning assigned to  it  in
Section 1 of the Reimbursement Agreement.

          "ERISA"  has  the  meaning  assigned  to  it   in   the
Participation Agreement.

          "ERISA  Affiliate" means any trade or business (whether
or  not  incorporated) that is a member of a group of  which  the
Company  is  a  member and which is treated as a single  employer
under Section 414 of the Code.

          "Event  of Default" has the meaning assigned to  it  in
the Facility Lease.

          "Event  of  Loss"  has  the meaning  specified  in  the
Participation Agreement.

          "Facility Lease" has the meaning assigned to it in  the
Participation Agreement.

          "Funding  Bank"  means  The Bank  of  Tokyo-Mitsubishi,
Ltd., Los Angeles Branch.

          "Funding Corporation" has the meaning assigned to it in
the Participation Agreement.

          "Governmental Action" has the meaning assigned to it in
the Participation Agreement.

          "Holding Company Act" means the Public Utility  Holding
Company Act of 1935, as amended.

          "Indebtedness" of any Person means at any date, without
duplication,  the  following items to the extent  required  under
generally accepted accounting principles to be disclosed in  such
Person's    financial    statements    (including    the    notes
thereto):  (i) all obligations of such Person for borrowed money,
or  with  respect to deposits or advances of any kind;  (ii)  all
obligations of such Person evidenced by bonds, debentures,  notes
or similar instruments; (iii) all obligations of such Person upon
which interest charges are customarily paid; (iv) all obligations
under  leases  which shall have been or should be, in  accordance
with  generally  accepted  accounting  principles,  recorded   as
capital  leases  in  respect of which such Person  is  liable  as
lessee; (v) all obligations under the Facility Leases (regardless
of  treatment  in  the financial statements  or  notes  thereto);
(vi)  all  obligations  with respect to any  sale  and  leaseback
transaction permitted under Section 12(a)(v) of the Reimbursement
Agreement (regardless of treatment in the financial statements or
notes  thereto); (vii) liabilities in respect of unfunded  vested
benefits under Plans; (viii) Withdrawal Liability incurred  under
ERISA   by  such  Person  or  any  of  its  affiliates   to   any
Multiemployer Plan; (ix) reimbursement obligations of such Person
(whether  contingent  or  otherwise) in  respect  of  letters  of
credit,  bankers acceptances, surety or other bonds  and  similar
instruments; (x) the book value of any asset of such Person  upon
which  a Lien is imposed for the purpose of securing Indebtedness
of  others; and (xi) obligations of such Person under  direct  or
indirect  guarantees  in respect of, obligations  (contingent  or
otherwise)  to  purchase or otherwise acquire,  or  otherwise  to
assure  a  creditor  against loss in respect of  indebtedness  or
obligations  of others of the kinds referred to above;  provided,
however, that the liabilities in Sections (vii) and (viii)  above
will  only  be counted as "Indebtedness" to the extent that  they
are  required  to  be capitalized on the balance  sheet  of  such
Person under generally accepted accounting principles.

          "Indenture"  has  the meaning assigned  to  it  in  the
Participation Agreement.

          "Indenture Trustee" has the meaning assigned to  it  in
the Participation Agreement.

          "Lease Indenture Estate" has the meaning assigned to it
in the Participation Agreement.

          "Lien"  means, with respect to any asset, any mortgage,
lien,  pledge,  charge, security interest or encumbrance  of  any
kind  in  respect  of  such  asset.  For  the  purposes  of  this
Agreement, a Person or any of its Subsidiaries shall be deemed to
own  subject to a Lien any asset which it has acquired  or  holds
subject  to  the  interest  of  a  vendor  or  lessor  under  any
conditional   sale  agreement,  capital  lease  or  other   title
retention agreement relating to such asset.

          "Long-Term  Debt" means all Indebtedness which  is  not
otherwise included in the definition herein of Short-Term Debt.

          "Maximum Available Credit Amount" shall mean an  amount
equal  to  the  Maximum  Credit Amount, as  such  amount  may  be
modified  from  time  to  time  in  accordance  with  the  fourth
paragraph of the Letter of Credit.

          "Maximum Drawing Amount" means, with respect to a  Date
of  Drawing, the amount shown opposite the period including  such
Date  of Drawing in the Table of Maximum Drawing Amounts attached
as  Schedule II to the Letter of Credit, as such amounts  may  be
modified  from  time  to  time  in  accordance  with  the  fourth
paragraph  of  the Letter of Credit (collectively,  the  "Maximum
Drawing Amounts").

          "Multiemployer  Plan"  means a  multiemployer  plan  as
defined  in  Section 4001(a)(3) of ERISA to which the Company  or
any ERISA Affiliate (other than one considered an ERISA Affiliate
only  pursuant to subsection (m) or (o) or Code Section  414)  is
making  or accruing an obligation to make contributions,  or  has
within  any  of the preceding five plan years made or accrued  an
obligation to make contributions.

          "Notes"  has  the  meaning  assigned  to  it   in   the
Participation Agreement.

          "Obligations" means, with regard to any Person  at  any
date, without duplication, (i) all obligations of such Person for
borrowed money, (ii) all obligations of such Person with  respect
to deposits or advances of any kind, or for the deferred purchase
price  of  property  or services, (iii) all obligations  of  such
Person   evidenced  by  bonds,  debentures,  notes   or   similar
instruments,  (iv)  all  obligations of such  Person  upon  which
interest charges are customarily paid, (v) all obligations  under
leases  relating to any sale and leaseback transaction  permitted
under  Section 12(a)(v) of the Reimbursement Agreement, (vi)  all
obligations under leases which shall have been or should  be,  in
accordance   with   generally  accepted  accounting   principles,
recorded  as  capital leases in respect of which such  Person  is
liable  as lessee, (vii) reimbursement obligations of such Person
in  respect of letters of credit, bankers acceptances, surety  or
other  bonds  and similar instruments, and (viii) obligations  of
such  Person  under direct or indirect guarantees in respect  of,
and obligations to purchase or otherwise acquire, or otherwise to
assure  a  creditor against loss in respect of,  indebtedness  or
obligations  of others of the kinds referred to above;  provided,
however,  that  obligations under (ii), (vii),  or  (viii)  above
shall not be included in this definition to the extent that  such
obligations are being contested by such Person in good faith  and
in an appropriate manner.

          "Operating  Companies" means EAI, EMI,  ELI  and  ENOI,
each being an "Operating Company".

          "Owner Participant" means RCMC I, Inc. (formerly  known
as  RCMC  Del., Inc.), assignee in interest of Resources  Capital
Management  Corporation, assignee in interest of  Public  Service
Resources  Corporation,  and/or  Textron  Financial  Corporation,
assignee  in interest of Lease Management Realty Corporation  IV,
as the case may be, and their respective permitted successors and
assigns.

          "Owner  Trustee" has the meaning assigned to it in  the
Participation Agreement.

          "Partial  Draw" has the meaning assigned to it  in  the
seventh paragraph of the Letter of Credit.

          "Partial  Drawing Amount" means, with  respect  to  any
Partial Drawing Event, an amount not exceeding the amount of Rent
due and unpaid the non-payment of which gave rise to such Partial
Drawing Event.

          "Partial Drawing Event" means an Event of Default under
Section 15(i) of the Facility Lease.

          "Participant"  has  the  meaning  assigned  to  it   in
Section 23(a) of the Reimbursement Agreement.

          "Participation   Agreement"  means  the   Participation
Agreement  dated  as  of  December  1,  1988,  among  the   Owner
Participant, the Funding Corporation, the banks named therein  as
Original Loan Participants, Meridian Trust Company and Stephen M.
Carta  in  their  individual capacities  and  as  Owner  Trustee,
Bankers  Trust  Company  and Stanley Burg,  in  their  individual
capacities and as Indenture Trustee, and the Company.

          "Participating Banks" means the banks, other  than  The
Chase  Manhattan Bank solely in its role as administrating  bank,
whose   names   are  listed  on  the  signature  pages   of   the
Reimbursement Agreement, each being a "Participating Bank."

          "PBGC"  means the Pension Benefit Guaranty  Corporation
referred to and defined in ERISA and any entity succeeding to any
or all of its functions under ERISA.

          "Person"  has  the  meaning  assigned  to  it  in   the
Participation Agreement.

          "Plan"   means   any  pension  plan   (other   than   a
Multiemployer  Plan) subject to the provisions  of  Title  IV  of
ERISA  or  Section  412 of the Code and which is  maintained  for
employees of the Company or any ERISA Affiliate.

          "Reimbursement   Agreement"  means  the   Amended   and
Restated Reimbursement Agreement, dated as of December 20,  1999,
among  the  Company, the Administrating Bank, the  Funding  Bank,
Union  Bank of California, N.A., as Documentation Agent, and  the
banks named therein as Participating Banks, as the same may  from
time to time be amended, supplemented or modified.

          "Rent"   has  the  meaning  assigned  to  it   in   the
Participation Agreement.

          "Reportable  Event"  means  any  reportable  event   as
defined  in  Section  4043(b) of ERISA or the regulations  issued
thereunder  with respect to a Plan (other than a Plan  maintained
by an ERISA Affiliate which is considered an ERISA Affiliate only
pursuant to subsection (m) or (o) of Code Section 414).

          "Required Banks" means at any time Participating  Banks
whose  aggregate Participation Percentages are equal to at  least
66-2/3% at such time.

          "SEC"  means the Securities and Exchange Commission  of
the United States of America or any successor agency.

          "SEC Approval Date" means the date on which the Company
obtains an effective order from the SEC under the Holding Company
Act  authorizing  the payment in accordance with  the  provisions
hereof,  without  exception,  of the maximum  Participation  Fees
reflected  in the Participation Fee Rate pricing grid  set  forth
under  the  definition of "Applicable Rate" in the  Reimbursement
Agreement.

          "Significant  Operating  Company"  means  an  Operating
Company whose entitlement percentage under the UPSA exceeds 20%.

          "Significant  Operating Group" means any  two  or  more
Operating Companies whose entitlement percentage under the   UPSA
exceeds 20% in the aggregate.

          "Stated Expiration Date" means March 20, 2003.

          "Subsidiary"  means with respect to any Person  (herein
referred  to  as  the "parent"), any corporation, association  or
other  business entity (a) of which securities or other ownership
interests representing more than 50% of the ordinary voting power
are,  at  the  time  any  determination  is  being  made,  owned,
controlled or held or (b) which is, at the time any determination
is  made,  otherwise  controlled (by  contract  or  agreement  or
otherwise)  by  the  parent or one or more  subsidiaries  of  the
parent  or  by  the  parent and one or more subsidiaries  of  the
parent.

          "Supplementary  Capital  Funds  Agreement"  means   the
Thirty-Third Supplementary Capital Funds Agreement and Assignment
dated  as  of  December 20, 1999, between  the  Company  and  the
Administrating Bank, substantially in the form of  Exhibit  H  to
the Reimbursement Agreement, and as amended from time to time.

          "Termination    Date"    means    the    earliest    of
(i)  10:00 a.m., New York time, on the Date of Early Termination,
(ii)  5:00  p.m. (New York time) on the date on which  the  Owner
Participant  surrenders the Letter of Credit for cancellation  to
the Bank with a notice in the form of Exhibit 7 to the Letter  of
Credit, (iii) 5:00 p.m. (New York time) on the date on which  the
Bank  pays  a  Final Draw, and (iv) either (x)  if  a  draft  and
certificate,  all  in  strict  conformity  with  the  terms   and
conditions   of  the  Letter  of  Credit,  are  presented   after
10:00  a.m. but prior to 5:00 p.m. (New York time) on the  Stated
Expiration  Date, 5:00 p.m. (New York time) on the  Business  Day
following  the Stated Expiration Date or otherwise (y) 5:00  p.m.
(New York time) on the Stated Expiration Date.

          "Termination  Event"  means (i) a Reportable  Event  or
(ii)  the withdrawal of the Company or an ERISA Affiliate from  a
Plan  during a plan year in which it was a "substantial employer"
as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of
a notice of intent to terminate a Plan or the treatment of a Plan
amendment  as  a  termination under Section  4041  of  ERISA,  or
(iv)  the institution of proceedings to terminate a Plan  by  the
PBGC,  or  (v)  any other event or condition which is  reasonably
expected  to constitute grounds for the imposition of a  lien  in
favor of a Plan for the termination of, or the appointment  of  a
trustee to administer, a Plan under Section 4042 of ERISA.

          "Transaction   Documents"   means   the   Participation
Agreement, the Indenture, the Notes, the Facility Lease, and  the
Letter of Credit.

          "Unit  1"  has  the  meaning  assigned  to  it  in  the
Participation Agreement.

          "UPSA"  means the Unit Power Sales Agreement, dated  as
of  June 10, 1982, among the Company and the Operating Companies,
as amended heretofore and as amended from time to time.

          "Withdrawal   Liability"   means   liability    to    a
Multiemployer  Plan  as  a  result  of  a  complete  or   partial
withdrawal  from  such  Multiemployer Plan,  as  such  terms  are
defined in Part I of Subtitle E of Title IV of ERISA.

<PAGE>


                                                      SCHEDULE II
                                                     to Exhibit A

                Table Of Maximum Drawing Amounts



                      Maximum Drawing Amount

 Applicable Period   RCMC I, Inc.      Textron          Total
                                      Financial
                                     Corporation

From December 20,   $148,719,125.41  $34,946,720.11  $183,665,845.52
1999 to and
including
January 15, 2000

From January 15,    $150,029,763.80  $34,847,843.95  $184,877,607.75
2000 to and
including July 15,
2000

From July 15, 2000  $151,224,418.23  $35,125,753.86  $186,350,172.09
to and including
January 15, 2001

From January 15,    $152,346,332.82  $35,374,378.01  $187,720,710.83
2001 to and
including July 15,
2001

From July 15, 2001  $153,423,864.45  $35,587,278.43  $189,011,142.88
to and including
January 15, 2002

From January 15,    $154,530,917.29  $35,770,945.50  $190,301,862.79
2002 to and
including July 15,
2002

From July 15, 2002  $155,684,141.81  $35,921,003.67  $191,605,145.48
to and including
January 15, 2003

From January 15,    $156,885,463.65  $36,061,469.99  $192,946,933.64
2003 to and
including March 20,
2003


<PAGE>
                                                     SCHEDULE III
                                                     to Exhibit A

          The  Bank  shall have the right upon the occurrence  of
any  of the events listed below to terminate the Letter of Credit
in accordance with the terms of the Letter of Credit.

          (i)  the Company shall (a) fail to pay when due any
     amount payable under Section 2 of the Reimbursement
     Agreement, or (b) fail to pay any amount payable under
     Section 3 of the Reimbursement Agreement within 5 Business
     Days after the same shall become due; or

          (ii)  the  Company shall violate any covenant contained
     in  Section  12 of the Reimbursement Agreement,  except  for
     violations   resulting  from  an  involuntary   lien   under
     Section 12(e) of the Reimbursement Agreement; or

          (iii)     the Company shall fail to observe or perform
     any covenant contained in Section 11(g)(i) of the
     Reimbursement Agreement; or

          (iv) the Company shall fail to make, or cause to be
     made, after the passage of any applicable grace period, any
     payment or payments specified in Section 15(i) of any of the
     Facility Leases; or

          (v)  the Company shall fail to observe or perform any
     covenant or agreement contained in the Reimbursement
     Agreement (other than those covered by clauses (i), (ii),
     and (iii) above) for 30 days after written notice thereof
     has been given to the Company by the Administrating Bank or
     any Bank; or

          (vi)  any  representation, warranty,  certification  or
     statement   made   by  the  Company  in  the   Reimbursement
     Agreement  or  in  any certificate, financial  statement  or
     other  document  delivered  pursuant  to  the  Reimbursement
     Agreement  shall prove to have been incorrect or  misleading
     in any material respect when made; or

          (vii)      any  material provision of the Reimbursement
     Agreement shall at any time for any reason cease to be valid
     and  binding  upon the Company, or shall be declared  to  be
     null  and  void,  or the validity or enforceability  thereof
     shall be contested by the Company or any governmental agency
     or  authority, or the Company shall deny that it has any  or
     further  liability  or  obligation under  the  Reimbursement
     Agreement; or

          (viii)     (a)  the  Company or any Subsidiary  of  the
     Company  shall  fail to make any payment of  any  amount  in
     respect  of any Obligations, or to make any payment  of  any
     interest  or premium thereon, when due (whether by scheduled
     maturity,  required  prepayment,  acceleration,  demand   or
     otherwise)  and  such  failure  shall  continue  after   the
     applicable grace period, if any, specified in such agreement
     or instrument relating to such Obligations;

               (b)   any  other  default under any  agreement  or
     instrument relating to any Obligations of the Company or any
     Subsidiary  of the Company, or any other event, shall  occur
     and  shall  continue after the applicable grace  period,  if
     any,  specified  in  such agreement or  instrument,  if  the
     effect  of  such  default or event is to accelerate,  (other
     than  by  a  specified  mandatory  redemption  provision  in
     connection  with  pollution control bonds unrelated  to  any
     default  or  event  of  default with respect  thereto),  the
     maturity  of  any Obligations and if the total of  all  such
     Obligations  which  (x) have become due and  not  been  paid
     under  clause (viii)(a) and (y) have been accelerated  under
     this  clause  (viii)(b)  shall  exceed  $10,000,000  in  the
     aggregate;

               (c)  if any EOL Term Advances or DLE Term Advances
     are  outstanding, Entergy shall fail to make any payment  of
     any  amount  in  respect  of  any  of  its  Obligations  the
     aggregate   principal  amount  of  which  is  greater   than
     $25,000,000,  or  to  make any payment of  any  interest  or
     premium  thereon,  when due (whether by scheduled  maturity,
     required prepayment, acceleration, demand or otherwise)  and
     such  failure  shall  continue after  the  applicable  grace
     period,  if  any, specified in such agreement or  instrument
     relating to such Obligations;

               (d)  if any EOL Term Advances or DLE Term Advances
     are  outstanding, any other default under any  agreement  or
     instrument  relating  to  any  Obligations  of  Entergy  the
     aggregate   principal  amount  of  which  is  greater   than
     $25,000,000,  or  any  other event, shall  occur  and  shall
     continue  after  the  applicable  grace  period,   if   any,
     specified in such agreement or instrument, if the effect  of
     such  default  or event is to accelerate (other  than  by  a
     specified mandatory redemption provision in connection  with
     pollution control bonds unrelated to any default or event of
     default   with   respect  thereto)  the  maturity   of   any
     Obligations  and if the total of all such Obligations  which
     (x)   have    become   due   and   not   been   paid   under
     clause  (viii)(c) and (y) have been accelerated  under  this
     clause  (viii)(d) shall exceed $25,000,000 in the aggregate;
     or

               (e)    any  Obligations  of  the  Company  or  any
     Subsidiary of the Company the aggregate principal amount  of
     which  is  greater  than $10,000,000, or  if  any  EOL  Term
     Advances   or   DLE  Term  Advances  are  outstanding,   any
     Obligations  of  Entergy the aggregate principal  amount  of
     which  is  greater than $25,000,000, in any  case  shall  be
     declared  due and payable, or required to be prepaid  (other
     than  by  a  regularly scheduled required  prepayment  or  a
     specified mandatory redemption provision in connection  with
     pollution control bonds unrelated to any default or event of
     default  with respect thereof) prior to the stated  maturity
     thereof; or

          (ix) an involuntary proceeding shall be commenced or an
     involuntary petition shall be filed in a court of  competent
     jurisdiction  seeking (a) relief in respect of the  Company,
     any  Significant Operating Company or Significant  Operating
     Group  or of a substantial part of its or their property  or
     assets,  under Title 11 of the United States  Code,  as  now
     constituted  or hereafter amended, or any other  Federal  or
     state  bankruptcy, insolvency, receivership or similar  law,
     (b)  the  appointment  of  a receiver,  trustee,  custodian,
     sequestrator,  conservator  or  similar  official  for  such
     company or group, or for a substantial part of its or  their
     property or assets, or (c) the winding-up or liquidation  of
     the   Company  or  any  Significant  Operating  Company   or
     Significant Operating Group; and such proceeding or petition
     shall  continue  undismissed for 60 days,  or  an  order  or
     decree  approving or ordering any of the foregoing shall  be
     entered; or

          (x)   the  Company or any Significant Operating Company
     or   Significant  Operating  Group  shall  (a)   voluntarily
     commence any proceeding or file any petition seeking  relief
     under Title 11 of the United States Code, as now constituted
     or   hereafter  amended,  or  any  other  Federal  or  state
     bankruptcy,   insolvency,  receivership  or   similar   law,
     (b)  consent to the institution of, or fail to contest in  a
     timely  and appropriate manner, any proceeding or the filing
     of  any  petition described in (ix) above, (c) apply for  or
     consent   to   the  appointment  of  a  receiver,   trustee,
     custodian, sequestrator, conservator or similar official for
     such company or companies, or for a substantial part of  its
     or  their  property or assets, (d) file an answer  admitting
     the  material allegations of a petition filed against it  or
     them  in  any such proceeding, (e) make a general assignment
     for  the  benefit of creditors, (f) become unable, admit  in
     writing its or their inability or fail generally to pay  its
     or their debts as they become due or (g) take any action for
     the purpose of effecting any of the foregoing; or

          (xi)  any  judgment or order for the payment  of  money
     exceeding  any applicable insurance coverage  by  more  than
     $10,000,000  shall be rendered against the  Company  or  any
     Subsidiary  of the Company and shall remain undischarged  or
     unstayed for 30 days and enforcement proceedings shall  have
     been  commenced by any creditor upon such judgment or order;
     or

          (xii)      within  30 days after the reporting  of  any
     Termination   Event   to   the  Administrating   Bank,   the
     Administrating  Bank  shall have  notified  the  Company  in
     writing  that  the  Required Banks have  made  a  reasonable
     determination that, on the basis of such Termination  Event,
     the   financial  condition  of  the  Company  is,  or  could
     reasonably  be expected to become, materially and  adversely
     affected; or

          (xiii)    the Reimbursement Agreement or any Collateral
     Agreement  shall for any reason cease to be, or be  asserted
     by either the Company, Entergy, or any Operating Company not
     to be, a legal, valid and binding obligation of the Company,
     Entergy   or   the   Operating  Companies,  enforceable   in
     accordance with its terms, or the security interest or  lien
     purported  to  be created by any Collateral Agreement  shall
     for  any  reason cease to be, or be asserted by the  Company
     not  to  be,  a  valid,  first priority  perfected  security
     interest  (subject to no liens, except liens not  prohibited
     by  Section  12(e)  of the Reimbursement Agreement)  in  the
     Collateral as defined under each such agreement; or

          (xiv)      Entergy  shall  cease to  own,  directly  or
     indirectly, free and clear of all Liens whatsoever,  all  of
     the  common stock equity and all of the voting stock of  any
     of  the Company, EAI, ELI, EMI or ENOI (other than preferred
     stock which has only limited voting rights upon default); or

          (xv)  any  change in Applicable Law or any Governmental
     Action (including revocation or modification of any required
     regulatory approval) shall occur which adversely affects, in
     other  than immaterial ways, (I) the obligations or  ability
     of  the  Company, Entergy, any Operating Company, any  Owner
     Trustee,  the Indenture Trustee, any Owner Participant,  the
     Funding  Corporation, the Funding Bank,  the  Administrating
     Bank, any Participating Bank or any Participant to make  any
     required  payment  under, or otherwise to  perform,  or  the
     right  or  ability of any such Person to enforce its  rights
     under,  the  Reimbursement Agreement, any of the Transaction
     Documents  or any of the Collateral Agreements or  (II)  the
     value  of  the Collateral Agreements or the Lease  Indenture
     Estate, unless such result can be avoided by action which is
     within  the  control  of  and can be  taken  by  a  Bank  or
     Participant within a reasonable period of time, and which is
     not adverse to the interests of or onerous to such bank (and
     each Bank and Participant covenants with each other Bank and
     Participant to take any such action); or

          (xvi)     the SEC Approval Date shall not have occurred
     within 15 months after the Date of Issuance, unless (a) each
     Bank   shall  have  consented,  in  its  sole  and  absolute
     discretion,  pursuant  to Section 14  of  the  Reimbursement
     Agreement,  to an extension beyond such 15th month,  of  the
     period  in  which the SEC Approval Date may occur and  shall
     have  stipulated  such extended period, or (b)  the  Company
     shall have posted, and shall maintain, cash collateral  with
     the  Administrating Bank in an amount equal to the aggregate
     Maximum  Available  Credit  Amount,  as  the  same  may   be
     increased  in  accordance with the terms of this  Letter  of
     Credit.

          Capitalized terms used herein and not otherwise defined
herein have the meanings given to them in the Letter of Credit.

<PAGE>
                                                        EXHIBIT B

                    Form of Notice of Drawing


[Company/Participating Bank]
[Address]



Dear Sirs:

          Reference   is   made   to  that  certain   Irrevocable
Transferable   Letter  of  Credit  bearing   Letter   of   Credit
No.          dated ______________, which has been established  by
us in favor of [insert name(s) of beneficiar(ies)].

          We   have   received  (i)  a  draft  for   payment   of
U.S.  $           on  [insert  date  to  be  paid]  and  (ii)   a
Certificate  for [a Partial Draw/a Final Draw] from [insert  name
of beneficiary presenting draft and certificate].

          On  [insert date of payment], we paid such draft in the
amount of U.S. $              .

          [Insert  the  following in the  case  of  notice  to  a
Participating  Bank:  Your pro rata share of such drawing  (based
upon your Participation Percentage) is $         .]

          Capitalized terms used herein and not otherwise defined
herein  shall  have the meanings given to them in the  Letter  of
Credit.

                         THE BANK OF TOKYO-MITSUBISHI, LTD.,
                         Los Angeles Branch

                         By  ____________________________
                             Title:

<PAGE>
                                                       SCHEDULE 1

Participating Bank                   Participation Percentage

The Chase Manhattan Bank                      15.8%
Union Bank of California, N.A.                15.8%
The Bank of New York                          15.0%
The Bank of Nova Scotia                       15.0%
Bank One, NA (Main Office Chicago)            15.0%
Toronto-Dominion (Texas), Inc.                10.4%
Bank Hapoalim B.M.                             7.8%
CIBC, Inc.                                     5.2%


<PAGE>
                                                       SCHEDULE 2

                    Beneficiaries and Amounts
                of Letters of Credit to Be Issued


                        LETTERS OF CREDIT

Beneficiary:

RCMC I, Inc.
1300 Market Street
Suite 405
Wilmington, Delaware 19801

Attn:  Eileen A. Moran, Vice President

Maximum Credit Amount:  $156,885,463.65

Initial Maximum Drawing Amount:  $148,719,125.41

Applicable Period                            Maximum Drawing Amount
From December 20, 1999 to and including        $148,719,125.41
January 15, 2000
From January 15, 2000 to and including July    $150,029,763.80
15, 2000
From July 15, 2000 to and including January    $151,224,418.23
15, 2001
From January 15, 2001 to and including July    $152,346,332.82
15, 2001
From July 15, 2001 to and including January    $153,423,864.45
15, 2002
From January 15, 2002 to and including July    $154,530,917.29
15, 2002
From July 15, 2002 to and including            $155,684,141.81
January 15, 2003
From January 15, 2003 to and including March   $156,885,463.65
20, 2003

<PAGE>
                                                     SCHEDULE 2-2

Beneficiary:

Textron Financial Corporation
40 Westminster Street
Providence, Rhode Island 02940

Attn:  General Counsel

Maximum Credit Amount:  $36,061,469.99

Initial Maximum Drawing Amount:  $34,946,720.11

Applicable Period                              Maximum Drawing
                                               Amount
From December 20, 1999 to and including          $34,946,720.11
January 15, 2000
From January 15, 2000 to and including July      $34,847,843.95
15, 2000
From July 15, 2000 to and including January      $35,125,753.86
15, 2001
From January 15, 2001 to and including July      $35,374,378.01
15, 2001
From July 15, 2001 to and including January      $35,587,278.43
15, 2002
From January 15, 2002 to and including July      $35,770,945.50
15, 2002
From July 15, 2002 to and including              $35,921,003.67
January 15, 2003
From January 15, 2003 to and including March     $36,061,469.99
20, 2003