Exhibit 10(c)81




                       Refunding Agreement


                             between


                      Pope County, Arkansas


                               and


                     Entergy Arkansas, Inc.



                  Dated as of December 1, 2001







                           $47,000,000
                      Pope County, Arkansas
                     Revenue Refunding Bonds
                (Entergy Arkansas, Inc. Project)
                           Series 2001




                           Refunding Agreement

     This Refunding Agreement dated as of December 1, 2001 by and
between Pope County, Arkansas, a political subdivision of the
State of Arkansas (the "Issuer"), and Entergy Arkansas, Inc., a
corporation organized under the laws of the State of Arkansas
(the "Company");

                          W i t n e s s e t h :

     WHEREAS, the Issuer is a political subdivision of the State
of Arkansas, authorized and empowered by law, including
particularly the provisions of Title 14, Chapter 267 of the
Arkansas Code of 1987 Annotated (the "Act"), to issue its revenue
bonds and to expend the proceeds thereof to finance and refinance
the acquisition, construction, reconstruction, extension,
equipment or improvement of pollution control facilities for the
disposal or control of sewage, solid waste, water pollution, air
pollution, or any combination thereof; and

     WHEREAS, pursuant to the provisions of the Act and a Trust
Indenture dated as of November 1, 1990 (the "Series 1990
Indenture") by and between the Issuer and Simmons First National
Bank of Pine Bluff, Pine Bluff, Arkansas, as trustee (the "Prior
Trustee"), the Issuer issued its Solid Waste Disposal Revenue
Bonds, Series 1990 (Arkansas Power & Light Company Project) (the
"Series 1990 Bonds") in the aggregate principal amount of
$20,000,000 for the purpose of providing funds to finance the
cost of acquiring, constructing and equipping certain sewage and
solid waste disposal facilities (the "Facilities") at the nuclear
electric generating station of the Company (as defined herein)
known as Arkansas Nuclear One (the "Plant"), in the geographic
limits of the Issuer; and

     WHEREAS, pursuant to the provisions of the Act and a Trust
Indenture dated as of January 1, 1991 (the "Series 1991
Indenture") by and between the Issuer and the Prior Trustee, the
Issuer issued its Solid Waste Disposal Revenue Bonds, Series 1991
(Arkansas Power & Light Company Project) (the "Series 1991
Bonds") in the aggregate principal amount of $27,000,000 for the
purpose of providing additional funds to finance the cost of
acquiring, constructing and equipping the Facilities at the
Plant; and

     WHEREAS, the Series 1990 Indenture and the Series 1991
Indenture are herein collectively referred to as the "Prior
Indentures," and the Series 1990 Bonds and the Series 1991 Bonds
are herein collectively referred to as the "Prior Bonds"; and

     WHEREAS, in furtherance of the statutory purposes of the
Act, the Issuer entered into separate Installment Sale Agreements
pertaining to the Prior Bonds, dated as of November 1, 1990 and
January 1, 1991, respectively, with the Company, pursuant to
which the Issuer acquired the Facilities from the Company and
resold the Facilities to the Company, as more fully described
therein; and

     WHEREAS, $47,000,000 of the Prior Bonds are outstanding, and
the Company has requested that the Issuer refund such Prior Bonds
in order to achieve interest cost savings through the issuance
and sale by the Issuer of $47,000,000 aggregate principal amount
of its Revenue Refunding Bonds (Entergy Arkansas, Inc. Project)
Series 2001 (the "Bonds"); and

     WHEREAS, pursuant to and in accordance with the provisions
of the Act, the Issuer has agreed to issue and sell the Bonds for
the purpose of refunding the Prior Bonds; and

     WHEREAS, in consideration of the issuance of the Bonds by
the Issuer, the Company will agree to make payments in an amount
sufficient to pay the principal of, premium, if any, Purchase
Price and interest on the Bonds pursuant to this Refunding
Agreement, said Bonds to be paid solely from the revenues derived
by the Issuer from said payments by the Company pursuant to this
Refunding Agreement and any moneys held under the hereinafter
defined Indenture, and said Bonds shall not constitute an
indebtedness or pledge of the general credit of the Issuer or the
State of Arkansas, within the meaning of any constitutional or
statutory limitation of indebtedness or otherwise; and

     WHEREAS, the execution and delivery of this Refunding
Agreement under the Act have been in all respects duly and
validly authorized by order of the County Court of the Issuer,
duly entered;

     NOW, THEREFORE, in consideration of the premises and of the
covenants and undertakings herein expressed, the parties hereto
agree as follows:

1
                                 ARTICLE

                               DEFINITIONS

1.1.      SECTION   Definitions.  In addition to the words and
terms elsewhere defined in this Refunding Agreement or in the
Indenture, the following words and terms as used in this
Refunding Agreement shall have the following meanings unless the
context or use indicates another or different meaning:

     "Act" means Title 14, Chapter 267 of the Arkansas Code of
1987 Annotated, as amended and enacted from time to time.

     "Administration Expenses" means the reasonable and necessary
expenses incurred by the Issuer with respect to this Refunding
Agreement, the Indenture and any transaction or event
contemplated by this Refunding Agreement or the Indenture
including the compensation and reimbursement of expenses and
advances payable to the Trustee, any Paying Agent, any Co-Paying
Agent, any Authenticating Agent, the Remarketing Agent and the
Bond Registrar under the Indenture or the Remarketing Agreement.

     "Bonds" means the $47,000,000 aggregate principal amount of
Revenue Refunding Bonds (Entergy Arkansas, Inc. Project) Series
2001 authorized to be issued under the Indenture.  "Bond" means
any one of such Bonds.

     "Business Day" or "business day" means any day other than
(i) a Saturday or Sunday or legal holiday or a day on which
banking institutions in the city of New York, New York or in the
city in which the Principal Offices of the Trustee or the Paying
Agent are located are authorized or required by law to close or
(ii) a day on which the New York Stock Exchange is closed.

     "Code" means the Internal Revenue Code of 1986, as
heretofore or hereafter amended.

     "Company" means Entergy Arkansas, Inc., a Arkansas
corporation, and its permitted successors and assigns.

     "Costs of Issuance" means all fees, charges and expenses
incurred in connection with the authorization, preparation, sale,
issuance and delivery of the Bonds, including, without
limitation, financial, legal and accounting fees, expenses and
disbursements, rating agency fees, the Issuer's expenses
attributable to the issuance of the Bonds, the cost of printing,
engraving and reproduction services and the initial or acceptance
fee of the Trustee.

     "Disclosure Documents" means the Official Statement with
respect to the Bonds, together with all documents incorporated
therein by reference.

     "Event of Default" means any event of default specified in
Section 8.1 hereof to be an Event of Default.

     "Facilities" means, collectively, the Company's sewage and
solid waste disposal facilities at the Plant, financed in part
with the proceeds of the Prior Bonds.

     "Government Securities" means (a) direct or fully guaranteed
obligations of the United States of America (including any such
securities issued or held in book-entry form), and (b)
certificates, depositary receipts or other instruments which
evidence a direct ownership interest in obligations described in
clause (a) above or in any specific interest or principal
payments due in respect thereof; provided, however, that the
custodian of such obligations or, the custodian of such specific
interest or principal payments, shall be a bank or trust company
organized under the laws of the United States of America or of
any state or territory thereof or of the District of Columbia,
with a combined capital stock, surplus and undivided profits of
at least $50,000,000; and provided, further, that except as may
be otherwise required by law, such custodian shall be obligated
to pay to the holders of such certificates, depositary receipts
or other instruments the full amount received by such custodian
in respect of such obligations or specific payments and shall not
be permitted to make any deduction therefrom.

     "Indenture" means the Trust Indenture dated as of December
1, 2001 between the Issuer and the Trustee securing the Bonds,
and any amendments and supplements thereto.

     "Issue Date" means, for each Bond, the actual date of first
authentication and delivery of the Bonds under the Indenture.

     "Issuer" means Pope County, Arkansas, a political
subdivision under the Constitution and laws of the State of
Arkansas.

     "Outstanding" or "outstanding", in connection with Bonds
means, as of the time in question, all Bonds authenticated and
delivered under the Indenture, except:

(a)            Bonds theretofore cancelled or required to be
cancelled under Section 2.11 of the Indenture;

(b)            Bonds which are deemed to have been paid in
accordance with Article XV of the Indenture;

(c)            Bonds in lieu of or in exchange or in substitution
for which other Bonds have been authenticated and delivered
pursuant to Article II of the Indenture;

(d)            Bonds registered in the name of the Issuer; and

(e)            On or after any Purchase Date for Bonds pursuant
to Article IV of the Indenture, all Bonds (or portions of Bonds)
which are tendered or deemed to have been tendered for purchase
on such date, provided that funds sufficient for such purchase
are on deposit with the Paying Agent.

     In determining whether the owners of a requisite aggregate
principal amount of Bonds outstanding have concurred in any
request, demand, authorization, direction, notice, consent or
waiver under the provisions of the Indenture, Bonds which are
held by or on behalf of the Company or any affiliates thereof
(unless all of the outstanding Bonds are then owned by said
parties) shall be disregarded for the purpose of any such
determination.  Notwithstanding the foregoing, Bonds so owned
which have been pledged in good faith shall not be disregarded as
aforesaid if the pledgee has established to the satisfaction of
the Bond Registrar the pledgee's right so to act with respect to
such Bonds and that the pledgee is not the Company or an
affiliate thereof.

     "Paying Agent", "paying agent", "Co-Paying Agent" or "co-
paying agent" means any national banking association, bank or
trust company appointed pursuant to Section 9.1 of the Indenture.
The Trustee shall be the original Paying Agent.

     "Plant" means the Company's nuclear electric generating
station located within the boundaries of the Issuer near
Russellville, Arkansas and known as Arkansas Nuclear One.

     "Prior Bonds" has the meaning set forth in the fourth
Whereas clause hereof.

     "Prior Indentures" has the meaning set forth in the fourth
Whereas clause hereof.

     "Prior Trustee" has the meaning set forth in the second
Whereas clause hereof.

     "Purchase Price" for any Bond shall equal 100% of the
principal amount of such Bond plus accrued interest, if any, to
the Purchase Date, plus in the case of a Bond converted from a
Multiannual Rate Period on a date when such Bond is also subject
to optional redemption at a premium, an amount equal to the
premium that  would be payable on such Bond if redeemed on such
date.

     "Refunding Agreement" means this Refunding Agreement and any
amendments and supplements hereto.

     "Refunding Date" means January 17, 2002, or such later date
as may be established by the Company; provided, however, that the
Refunding Date shall not be later than ninety (90) days following
the date of delivery of the Bonds to the Underwriters.

     "Regulations" means all final and proposed United States
Income Tax Regulations.

     "Trust Estate" means the property conveyed to the Trustee
pursuant to the Granting Clauses of the Indenture.

     "Trustee" means The Bank of New York, as trustee under the
Indenture, and its successors as trustee.

1.2.      SECTION   Use of Words and Phrases.  The words
"herein", "hereby", "hereunder", "hereto", "hereof",
"hereinabove", "hereinafter", and other equivalent words and
phrases refer to this Refunding Agreement and not solely to the
particular portion thereof in which any such word is used.  The
definitions set forth in Section 1.1 hereof include both singular
and plural.  Whenever used herein, any pronoun shall be deemed to
include both singular and plural and to cover all genders.

1.3.      SECTION   Nontaxability.  It is intended by the parties
hereto that this Refunding Agreement and all action taken
hereunder be consistent with and pursuant to the orders of the
County Court of the Issuer relating to the Bonds, and that the
interest on the Bonds be excluded from the gross income of the
recipients thereof other than a person who is a "substantial
user" of the Facilities or a "related person" of a "substantial
user" within the meaning of the Code for federal income tax
purposes by reason of the provisions of the Code.  The Company
will not use any of the funds provided by the Issuer hereunder in
such a manner as to impair the exclusion of interest on any of
the Bonds from the gross income of the recipient thereof for
federal income tax purposes nor will it take any action that
would impair such exclusion or fail to take any action if such
failure would impair such exclusion.

2
                                 ARTICLE

                             REPRESENTATIONS

2.1.      SECTION   Representations and Warranties of the Issuer.
The Issuer makes the following representations and warranties as
the basis for the undertakings on the part of the Company herein
contained:

     (a)            The Issuer is a political subdivision of the State
     of Arkansas, created and existing pursuant to the constitution
     and laws of such State and is authorized and empowered by the
     provisions of the Act and other constitutional and statutory
     authority supplemental thereto, to issue the Bonds.

     (b)            The Issuer has full power and authority to enter
     into this Refunding Agreement and the Indenture and to carry out
     its obligations under this Refunding Agreement and the Indenture
     and the transactions contemplated hereby and thereby.

     (c)            The Issuer has duly authorized the execution and
     delivery of this Refunding Agreement and the Indenture and the
     issuance and sale of the Bonds.

     (d)            The Bonds are issued under and secured by the
     Indenture, pursuant to which the interest of the Issuer in this
     Refunding Agreement and the amounts payable under this Refunding
     Agreement (other than indemnification and expense reimbursement
     rights) are assigned to the Trustee as security for the payment
     of the principal of, premium, if any, Purchase Price and interest
     on the Bonds.

     (e)            Neither the execution and delivery of this
     Refunding Agreement or the Indenture, nor the assignment of this
     Refunding Agreement to the Trustee, nor the consummation of the
     transactions contemplated by this Refunding Agreement or the
     Indenture, nor the fulfillment of or compliance with the terms
     and conditions of this Refunding Agreement or the Indenture,
     results or will result in the violation of any governmental order
     applicable to the Issuer, or conflicts or will conflict with or
     results or will result in a breach of any of the terms,
     conditions or provisions of any agreement or instrument to which
     the Issuer is now a party or by which it is bound, or constitutes
     or will constitute a default under any of the foregoing.

2.2.      SECTION   Representations and Warranties of the
Company.  The Company hereby makes the following representations
and warranties as the basis for the undertakings on the part of
the Issuer herein undertaken for the benefit and reliance of the
Issuer, the Trustee and the holders of the Bonds:

     (a)            The Company is a corporation duly incorporated and
     in good standing under the laws of the State of Arkansas, is not
     in violation of any provision of its Restated Articles of
     Incorporation or its Bylaws, has power to enter into this
     Refunding Agreement and to perform and observe the agreements and
     covenants on its part contained herein and has duly authorized
     the execution and delivery of this Refunding Agreement by proper
     corporate action.

     (b)            Neither the execution and delivery of this
     Refunding Agreement, the consummation of the transactions
     contemplated hereby, nor the fulfillment of or compliance with
     the terms and conditions of this Refunding Agreement conflicts
     with or results in a breach of the terms, conditions or
     provisions of any restriction or any agreement or instrument to
     which the Company is now a party or by which the Company is
     bound, or constitutes a default under any of the foregoing, or
     results in the creation or imposition of any lien, charge or
     encumbrance whatsoever upon any of the property or assets of the
     Company except any interests created therein under the Indenture.

     (c)            This Refunding Agreement has been duly authorized,
     executed and delivered by the Company and constitutes the legal,
     valid and binding obligation of the Company enforceable in
     accordance with its terms, subject to laws relating to
     bankruptcy, moratorium, insolvency or reorganization and similar
     laws affecting creditors' rights generally.

     (d)            Except as shall have been disclosed in the
     Disclosure Documents, there are no actions, suits or proceedings
     pending or, to the knowledge of the Company, threatened against
     or affecting the Company or the assets, properties or operations
     of the Company which, if determined adversely to the Company or
     its interests, (1) would materially adversely affect the
     consummation of the transactions contemplated by this Refunding
     Agreement, (2) would adversely affect the validity of this
     Refunding Agreement or (3) could have a material adverse effect
     upon the financial condition, assets, properties or operations of
     the Company.

     (e)            No event has occurred and no condition exists with
     respect to the Company that would constitute an Event of Default
     under this Refunding Agreement or which, with the lapse of time
     or with the giving of notice or both, could reasonably be
     expected to become an Event of Default hereunder.

     (f)            The Arkansas Public Service Commission and the
     Tennessee Regulatory Authority have approved all matters relating
     to the Company's participation in the transactions contemplated
     by this Refunding Agreement which require said approval, and no
     other consent, approval, authorization or other order of any
     regulatory body or administrative agency or other governmental
     body is legally required for the Company's participation therein,
     except such as may have been obtained or may be required under
     the securities laws of any state.


3                                ARTICLE

                    THE BONDS AND THE PROCEEDS THEREOF

3.1.      SECTION   Agreement to Issue Bonds.  The Issuer has
authorized the issuance and sale of the Bonds in the principal
amount of $47,000,000.  Upon issuance and delivery thereof, the
proceeds of the Bonds shall be deposited with the Trustee in the
Refunding Fund in accordance with the Indenture.

3.2.      SECTION   Investment of Funds; Non-Arbitrage Covenant.
Any moneys held as part of the Bond Fund shall be invested,
reinvested or applied by the Trustee in accordance with and
subject to the conditions of Article VII of the Indenture.  The
Company and the Issuer shall make no use of the proceeds of the
Bonds, or any funds which may be deemed to be proceeds of the
Bonds pursuant to Section 148 of the Code and the applicable
regulations thereunder, which would cause the Bonds to be
"arbitrage bonds" within the meaning of such Section and such
regulations, and the Company shall comply with and the Issuer
shall take no action to violate the requirements of such Section
and such regulations while any Bonds remain outstanding.

3.3.      SECTION   Agreement to Redeem Prior Bonds.  The Company
agrees to pay to the Prior Trustee, in funds available to the
Prior Trustee on or prior to the Refunding Date, for deposit into
the bond funds created under the Prior Indentures securing the
Prior Bonds and in accordance with the terms of the Prior
Indentures, any amount necessary to pay the Prior Bonds, together
with the premium, if any, and accrued interest due thereon on the
Refunding Date, to the extent that the amount delivered by the
Issuer pursuant to Section 3.1 hereof is insufficient for such
purpose.

4                                ARTICLE

                    DEPOSIT OF BOND PROCEEDS; PAYMENTS

4.1.      SECTION   Deposit of Bond Proceeds.  Concurrently with
the delivery of the Bonds, the Issuer will, upon the terms and
subject to the conditions of this Refunding Agreement, deposit
all of the proceeds thereof with the Trustee for deposit into the
Refunding Fund in accordance with the Indenture for application
as provided in Article V hereof and Section 5.2 of the Indenture
to refund on the Refunding Date a like principal amount of the
Prior Bonds.  The Company shall pay out of its own money and not
out of proceeds of the Bonds all reasonable Costs of Issuance
with respect to the Bonds.

(a)       SECTION   Payments.    The Company shall pay to the
Trustee or the Paying Agent for the account of the Issuer on each
date on which the principal of, premium, if any, Purchase Price
or interest on the Bonds comes due, whether at the maturity
thereof or upon acceleration, redemption, tender for purchase or
otherwise in accordance with the provisions of the Indenture,
amounts equal to the sum of (i) all interest due and payable on
the Bonds on such date, (ii) the principal amount of Bonds, if
any, due and payable on such date, (iii) amounts, if any,
required to effect the redemption of the Bonds upon unconditional
call thereof on such date pursuant to the Indenture, together
with accrued interest and any applicable redemption premium, (iv)
amounts necessary to pay the Purchase Price of the Bonds which is
due and payable on such date, and (v) all amounts due on such
date to the Trustee or the Issuer under this Refunding Agreement,
the Indenture or any other agreements entered into in connection
with the issuance of the Bonds and any other Administration
Expenses.  The Company directs the Trustee and the Paying Agent
to apply such amounts to the purpose for which they are paid.
The payments required under this Section 4.2(a)(i), (ii), (iii)
and (iv) shall be paid by check, draft, wire transfer or other
means acceptable to the Trustee directly to the Trustee or the
Paying Agent in funds immediately available to the Trustee or the
Paying Agent on the payment date, and shall be immediately
deposited in accordance with the provisions of the Indenture.  In
any event, the Company agrees to make payments to the Trustee or
the Paying Agent at such times and in such amounts and manner so
as to enable the Trustee or the Paying Agent to make payment of
the principal of, redemption premium, if any, Purchase Price and
accrued interest on the Bonds as the same shall become due and
payable whether by acceleration, redemption or otherwise in
accordance with the terms of the Indenture; provided, however,
that the obligation of the Company to make any payments hereunder
shall be reduced by the amount of any reduction under the
Indenture of the amount of the corresponding payment required to
be made by the Issuer thereunder in respect of the principal of
or interest on the Bonds or by the amount derived from
remarketing proceeds available to pay the Purchase Price of the
Bonds in accordance with the provisions of Section 4.3(b) of the
Indenture.

(b)            If the Company should fail to make any of the
payments required in subsection (a) above, the item or
installment which the Company has failed to make shall continue
as an obligation of the Company until the same shall have been
fully paid.

(c)            Anything herein, in the Indenture or in the Bonds
to the contrary notwithstanding, the obligations of the Issuer
and the Company hereunder shall be subject to the limitation that
payments constituting interest under this Section or the Bonds
shall not be required to the extent that the receipt of such
payment by any owner of any Bonds would be contrary to the
provisions of law applicable to such owner which limit the
maximum rate of interest that may be charged or collected by such
owner.

(d)            In addition to the options and obligations of the
Company under Article IX hereof, the Company shall have the
option to make from time to time prepayments of part or all of
the amounts due hereunder.  The making of any prepayments by the
Company shall not require the Company to make any further
prepayments.  The Issuer shall direct the Trustee to apply such
prepayments in such manner, consistent with the provisions of the
Indenture, as may be directed by the Company.

     In the event that (i) such partial prepayments shall be
applied by the Trustee pursuant to the Indenture to the purchase,
defeasance or redemption of the Bonds or (ii) the Bonds are
presented by the Company or the Issuer to the Trustee for
cancellation pursuant to the Indenture, the Company shall be
entitled to a credit for the Bonds so purchased, defeased,
redeemed or cancelled against payments required to be made under
the provisions of this Article.

4.2.      SECTION   Payments Assigned; Obligation Absolute.  It
is understood and agreed that all payments under Section
4.2(a)(i), (ii), (iii) and (iv) hereof to be made by the Company
are pledged by the Issuer to the Trustee pursuant to the
Indenture, and that all rights and interest of the Issuer
hereunder (except for the Issuer's rights under Sections 4.4,
4.5, 4.6 and 8.5 hereof and any rights of the Issuer to receive
notices, certificates, requests, requisitions, directions and
other communications hereunder) are pledged and assigned to the
Trustee.  The Company assents to such pledge and assignment and
agrees that the obligation of the Company to make payments under
Section 4.2(a)(i), (ii), (iii) and (iv) shall be absolute,
irrevocable and unconditional and shall not be subject to
cancellation, termination or abatement, or to any defense other
than payment or to any right of set-off, counterclaim or
recoupment arising out of any breach under this Refunding
Agreement, the Indenture or otherwise by the Issuer or the
Trustee or any other party, or out of any obligation or liability
at any time owing to the Company by the Issuer, the Trustee or
any other party, and, further, that the payments under Section
4.2(a)(i), (ii), (iii) and (iv) and the other payments due
hereunder shall continue to be payable at the times and in the
amounts specified herein, whether or not the Facilities, or any
portion thereof, shall have been destroyed by fire or other
casualty, or title thereto, or the use thereof, shall have been
taken by the exercise of the power of eminent domain, and that
there shall be no abatement of or diminution in any such payments
by reason thereof, whether or not the Facilities shall be used or
useful, and whether or not any applicable laws, regulations or
standards shall prevent or prohibit the use of the Facilities, or
for any other reason.

4.3.      SECTION   Payment of Administration Expenses.  The
Company shall pay or cause to be paid all Administration
Expenses, including those of the Issuer, the Trustee, any Paying
Agent, any Co-Paying Agent, any Authenticating Agent, the
Remarketing Agent and the Bond Registrar under the Indenture or
the Remarketing Agreement, such payments to be made directly to
such entities.

4.4.      SECTION   Indemnification.  The Company releases the
Issuer, the Trustee and the Remarketing Agent from, agrees that
the Issuer, the Trustee and the Remarketing Agent shall not be
liable for, and agrees to indemnify and hold the Issuer, the
Trustee and the Remarketing Agent  free and harmless from, any
liability for any loss or damage to property or any injury to or
death of any person that may be occasioned by any cause
whatsoever pertaining to the Facilities, including, without
limitation, the financing or refinancing of the Facilities and
the Prior Bonds or Bonds issued with respect thereto, except in
any case as a result of the gross negligence, willful misconduct
or bad faith of the party otherwise to be indemnified.

     The Company will indemnify and hold the Issuer, the Trustee
and the Remarketing Agent  free and harmless from any loss,
claim, damage, tax, penalty, liability (including but not limited
to liability for any patent infringement), disbursement,
litigation expenses, attorneys' fees and expenses or court costs
arising out of, or in any way relating to, the execution or
performance of this Refunding Agreement, the issuance or sale of
the Prior Bonds or the Bonds, actions taken under the Indenture,
or any other cause whatsoever pertaining to the Facilities,
including without limitation, recovery costs arising from the
presence of hazardous substances, except in any case as a result
of the negligence, willful misconduct or bad faith of the Trustee
or the Remarketing Agent, or as a result of the gross negligence,
willful misconduct or bad faith of the Issuer.

     Under this Section, the Company shall also be deemed to
release, indemnify and agree to hold harmless each employee,
official or officer of the Issuer, the Trustee and the
Remarketing Agent to the same extent as such entities.

4.5.      SECTION   Payment of Taxes.  The Company agrees that it
will pay, as the same become due, all taxes and governmental
charges of any kind whatsoever that may at any time be lawfully
assessed or levied against the Company or the Issuer with respect
to the Facilities or any portion thereof or with respect to the
Prior Bonds, including, without limiting the generality of the
foregoing, any taxes lawfully levied against the Company or the
Issuer upon or with respect to the income or profits of the
Issuer from the Facilities or any charge on the payments made
pursuant to Section 4.2(a)(i), (ii), (iii) or (iv) hereof prior
to or on a parity with the charge under the Indenture thereon and
the pledge or assignment thereof to be created and made in the
Indenture, and including all ad valorem taxes lawfully assessed
upon the Facilities, all utility and other charges incurred in
the operation, maintenance, use, occupancy and upkeep of the
Facilities, all assessments and charges lawfully made by any
governmental body against the Company or the Issuer for or on
account of the Facilities and in addition any excise tax levied
against the Company or the Issuer on the payments made pursuant
to Section 4.2(a)(i), (ii), (iii) and (iv) hereof; provided,
however, that nothing herein shall require the payment of any
such tax or charge or the making of provision for the payment
thereof, so long as the validity thereof shall be contested in
good faith by the Company by appropriate legal proceedings;
further provided, that with respect to special assessments or
other governmental charges that may lawfully be paid in
installments over a period of years, the Company shall be
obligated to pay only such installments as are required to be
paid during the term of this Refunding Agreement.


5                                ARTICLE

                         REFUNDING OF PRIOR BONDS

5.1.      SECTION   Refunding Fund - Disbursement of Bond
Proceeds.  The Trustee, as authorized by the Issuer in the
Indenture, shall transfer out of the Refunding Fund the proceeds
of the Bonds on the date of issuance thereof to the Prior Trustee
for disbursement and investment in accordance with the Prior
Indentures in order to redeem, together with moneys of the
Company deposited therein, if necessary, the Prior Bonds on the
Refunding Date.

5.2.      SECTION   Compliance with Prior Indentures.  The Issuer
shall, at the request of the Company, take all steps as may be
necessary under the Prior Indentures to effect the redemption of
the Prior Bonds on the Refunding Date as provided in the Prior
Indentures and as contemplated herein.

6
                                 ARTICLE

                     SPECIAL COVENANTS AND AGREEMENTS

6.1.      SECTION   Maintenance of Existence.  Except as
permitted in this Section 6.1, the Company shall maintain its
existence, shall not dissolve or otherwise dispose of all or
substantially all of its assets, and shall not consolidate with
or merge with or into another Person (as defined in the
Indenture) or permit one or more other such Persons to
consolidate with or merge into it; provided, however, that the
Company may, without violating the agreements herein, consolidate
with or merge into another domestic Person (i.e., a Person
organized and existing under the laws of one of the states of the
United States of America or the District of Columbia or under the
laws of the United States of America) or permit one or more such
domestic Persons to consolidate with or merge into it, or sell or
otherwise transfer to another domestic Person all or
substantially all of its assets as an entirety and thereafter
dissolve; provided that (i) both immediately prior to such
consolidation, merger, sale or transfer and after giving effect
thereto, no Event of Default (or event which, with the giving of
notice or passage of time, or both, would become an Event of
Default) shall have occurred and be continuing, and (ii) in the
event the Company is not the surviving, resulting or transferee
Person, as the case may be, such surviving, resulting or
transferee Person assumes in writing all of the obligations of
the Company under this Agreement.

     If a consolidation, merger, sale or transfer is made as
permitted by this Section 6.1, the provisions of this Section 6.1
shall continue in full force and effect and no further
consolidation, merger, sale or transfer shall be made except in
compliance with the provisions of this Section 6.1.

6.2.      SECTION   Limited Obligation Bonds.  The Bonds shall be
limited obligations of the Issuer and shall be payable solely out
of the revenues of the Issuer from this Refunding Agreement as
provided in the Indenture (including all sums deposited in the
Bond Fund from time to time pursuant to this Refunding Agreement
and the Indenture, and in certain events, amounts obtained
through the exercise of certain remedies provided in the
Indenture).  The Bonds shall never be general obligations of the
Issuer nor constitute an indebtedness or pledge of the general
credit of the Issuer within the meaning of any constitutional or
statutory provision or limitation of indebtedness, and shall
never be paid in whole or in part out of any funds raised or to
be raised by taxation or any other funds of the Issuer.

6.3.      SECTION   Arbitrage and Tax Compliance.  The Issuer and
the Company hereby covenant with each other, the Trustee and each
of the holders of any Bonds that neither of them will cause or
permit the proceeds of the Bonds to be used in a manner that will
cause the interest on the Bonds to be includable in gross income
of the recipients thereof other than a person who is a
"substantial user" of the Facilities or a "related person" to
such "substantial user" within the meaning of the Code for
federal income tax purposes.  In addition, the Company covenants
that to the extent permitted by law, it shall take all actions
within its control necessary to maintain, and shall refrain from
taking any action that impairs, the exclusion of the interest on
the Bonds from gross income for federal income tax purposes under
federal tax law (other than a person who is a "substantial user"
of the Facilities or a "related person" to such "substantial
user" within the meaning of the Code) existing on the date of
delivery of the Bonds.  In furtherance of the foregoing, the
Company also agrees on behalf of the Issuer to comply with all
rebate requirements and procedures as may become applicable to
the Bonds under the Code.

     Without limiting the generality of the foregoing, the
Company further covenants and agrees, as follows:

     (a)            The Facilities are located within the jurisdiction
     of the Issuer.

     (b)            Not less than 95% of the net proceeds (within the
     meaning of Section 142(a) of the Code and regulations thereunder)
     from the sale of the Prior Bonds have been expended (within three
     years of the date of issue of the Prior Bonds) (i) for proper
     costs of land or property of a character subject to the allowance
     for depreciation under Section 167 of the Code, or which were,
     for federal income tax purposes, chargeable to capital account or
     would have been so chargeable either with a proper election by
     the Company (for example under Section 266 of the Code) or but
     for a proper election by the Company to deduct such amounts, and
     (ii) to provide sewage or solid waste disposal facilities within
     the meaning of Section 142(a)(5) and (6) of the Code and
     regulations thereunder.

     (c)            The average maturity of the Bonds (within the
     meaning of Section 147(b) of the Code and regulations thereunder)
     does not exceed 120% of the average reasonably expected economic
     life of the Facilities financed with the proceeds of the Prior
     Bonds (within the meaning of Section 147(b) of the Code and
     regulations thereunder), determined with respect to any facility
     as of the later of the date on which the Prior Bonds were issued
     or the date on which such facilities are or were placed in
     service (or expected to be placed in service).

     (d)            Not more than 50% of the proceeds of the Prior
     Bonds were invested in "nonpurpose investments" (within the
     meaning of Section 148(f)(6)(A) of the Code) having a
     substantially guaranteed yield for four years or more.

     (e)            The principal amount of the Bonds shall not exceed
     the outstanding principal amount of the Prior Bonds being
     refunded from the proceeds of the Bonds.

     (f)            The Bonds are not and will not be "federally
     guaranteed" (as defined in Section 149(b) of the Code).

     (g)            No portion of the proceeds of the Prior Bonds was
     used to provide or acquire any of the following: (i) any private
     or commercial golf course, country club, massage parlor, tennis
     club, skating facility (including roller skating, skateboard and
     ice skating), racquet sports facility (including any handball or
     racquetball court), hot tub facility, suntan facility, racetrack,
     airplane, skybox or other private luxury box, health club
     facility, facility primarily used for gambling, store the
     principal business of which is the sale of alcoholic beverages
     for consumption off premises; (ii) land to be used for farming
     purposes; or (iii) residential real property for family units.

     (h)            The information furnished by the Company and used
     by the Issuer in preparing its Arbitrage Certificate dated the
     Issue Date is accurate and complete as of the date of the
     issuance of the Bonds.

     (i)            None of the proceeds of the Bonds will be used to
     finance Costs of Issuance of the Bonds.  None of the proceeds of
     the Prior Bonds in excess of 2% of the proceeds thereof (within
     the meaning of Section 147(g) of the Code and regulations
     thereunder) was used to finance costs of issuance of such Prior
     Bonds.

     (j)            The Company will take no action that would cause
     any funds constituting gross proceeds of the Bonds to be used in
     a manner as to constitute a prohibited payment under the
     applicable regulations pertaining to, or in any other fashion as
     would constitute failure of compliance with, Section 148 of the
     Code.

          (j)  No use has been or will be made of the Facilities
     which in any way impairs the exclusion of interest on any of
     the Bonds from gross income for purposes of federal income
     taxation.

          (k)  No portion of the proceeds of the Prior Bonds was
     used for the acquisition of any property (or an interest
     therein) unless the first use of such property was pursuant
     to such acquisition, except for property with respect to
     which qualified rehabilitation expenditures were made
     pursuant to and in the amounts specified in Section 147(d)
     of the Code.

          (l)  No more than 25% of the proceeds of the Prior
     Bonds was used to provide land or a facility the primary
     purpose of which is one of the following: retail, food and
     beverage services, automobile sales or service, or the
     provision of recreation or entertainment.

          (m)  Within fifteen (15) days of the date of sale of
     the Bonds, there neither have been nor will be any tax-
     exempt bonds (within the meaning of Section 1.150-1(b) of
     the Treasury Department Regulations) sold pursuant to the
     same plan of financing and reasonably expected to be paid
     from the same source of funds as the Bonds (determined
     without regard to guaranties from parties unrelated to the
     Company).

The covenants and agreements contained in this Section 6.3 shall
survive any termination of this Refunding Agreement.

6.4.      SECTION   Maintenance of Facilities.  The Company
covenants that while any of the Bonds are outstanding it will, at
its own expense, maintain the Facilities in good repair and make
all required replacements and renewals thereof.  However, the
Company shall have no obligation to replace or renew any portion
of the Facilities, if in the Company's opinion, it is unnecessary
or undesirable to do so.

     The Company agrees that the Facilities will be insured
against loss or damage of such kinds and in such amounts,
including without limitation, fire and extended coverage risks
(including property insurance) in such amounts and covering such
risks as are customarily insured against by companies operating
similar properties.  Any provisions of this Refunding Agreement
to the contrary notwithstanding, the Company shall be entitled to
the proceeds of any insurance or condemnation award or portion
thereof with respect to the Facilities and such proceeds shall be
paid directly to the Company.

6.5.      SECTION   Permits.  The Company shall, at its sole cost
and expense, procure or cause to be procured any and all
necessary building permits, other permits, licenses and other
authorizations required for the lawful and proper use,
occupation, operation and management of the Facilities and which,
if not obtained, would materially adversely affect or impair the
obligations of the Company under this Refunding Agreement or the
ability of the Company to discharge such obligations.

6.6.      SECTION   Compliance with Law.  The Company shall,
throughout the term of this Refunding Agreement and at no expense
to the Issuer, promptly comply or cause compliance with all laws,
ordinances, orders, rules, regulations and requirements of duly
constituted public authorities that are applicable to the
Facilities or to the repair and alteration thereof, or to the use
or manner of use of the Facilities and which, if there is non-
compliance, would materially adversely affect or impair the
obligations of the Company under this Refunding Agreement or the
ability of the Company to discharge such obligations.
Notwithstanding the foregoing, the Company shall have the right
to contest the legality of any such law, ordinance, order, rule,
regulation or requirement as applied to the Facilities provided
that in the opinion of counsel to the Company such contest shall
not in any way materially adversely affect or impair the
obligations of the Company under this Refunding Agreement or the
ability of the Company to discharge such obligations.

6.7.      SECTION   No Warranty.  The Issuer makes no warranty,
either express or implied, as to the Facilities, including,
without limitation, title to the Facilities or the actual or
designed capacity of the Facilities, as to the suitability or
operation of the Facilities for the purposes specified in this
Refunding Agreement, as to the condition of the Facilities or as
to the suitability thereof for the Company's purposes or needs or
as to compliance of the Facilities with applicable laws and
regulations or the ability of the Company to discharge the Bonds.
The Company covenants with the Issuer that it will make no claim
against the Issuer for any deficiency which may at any time exist
in the Facilities, nor will it assert against the Issuer any
other claim for breach of warranty with respect to the
Facilities.  The obligations of the Company under this Section
shall survive any assignment or termination of this Refunding
Agreement.


7                                ARTICLE

                     ASSIGNMENT, LEASING AND SELLING

7.1.      SECTION   By the Company.  The Company's interest in
this Refunding Agreement may be assigned as a whole or in part,
and its interest in the Facilities may be leased, sold,
transferred or otherwise disposed of by the Company as a whole or
in part (whether an interest in a specific element or unit or an
undivided interest), to any Person; provided, however, that no
such assignment, lease, sale, transfer or other disposition (a)
shall relieve the Company from its primary liability for its
obligations under Section 4.2 hereof or (b) shall be made unless
the assignee, lessee, purchaser or other transferee, as the case
may be, prior to or simultaneously with such assignment, lease,
sale, transfer or other disposition, assumes, by delivery to the
Trustee and the Issuer of an instrument in writing satisfactory
in form to the Trustee, all other obligations of the Company
hereunder to the extent of the interest assigned, leased, sold,
transferred or otherwise disposed of, and the Company shall be
released of and discharged of all liability in respect of such
obligations to the extent so assumed.  Notwithstanding the
foregoing, (a) if (i) the Company's interest in this Refunding
Agreement shall be assigned as a whole or in undivided part, (ii)
the Company's interest in the Facilities shall be leased as a
whole or in undivided part and the term of such leasehold or the
term of any extension or extensions thereof at the option of the
Company shall extend beyond the maturity date of the Bonds or
(iii) the Company's interest in the Facilities shall be sold,
transferred or otherwise disposed of as a whole or in undivided
part, and (b) if the assignee, lessee, purchaser or other
transferee shall assume the obligations of the Company under
Section 4.2 hereof for the remaining term of this Refunding
Agreement, to the extent of such assignment, lease, sale,
transfer or other disposition, the Company shall be released from
and discharged of all liability in respect of  such obligations
to the extent so assumed (but only to such extent); provided,
however, that the release and discharge of the Company pursuant
to clause (b) shall (i) only occur and be effective on and as of
(A) the date of the assumption of obligations pursuant to clause
(b) if the date of such assumption shall be a date on which the
Bonds are subject to mandatory tender for purchase pursuant to
Section 4.2 of the Indenture or (B) the next date on which the
Bonds are subject to mandatory tender for purchase pursuant to
Section 4.2 of the Indenture following the date of the assumption
of obligations pursuant to clause (b) if the date of such
assumption shall not be a date on which the Bonds are subject to
mandatory tender for purchase pursuant to Section 4.2 of the
Indenture and (ii) be conditioned upon (A) the satisfaction by
the Company of its obligations under Section 4.2 of the Refunding
Agreement as of the date such release and discharge is to occur,
including the obligation of the Company under Section 4.3 of the
Indenture to pay the Purchase Price of Bonds that are tendered in
accordance with Section 4.2 of the Indenture and not remarketed
by the Remarketing Agent pursuant thereto, and (B) the absence of
any Event of Default (or event which, with the giving of notice
or the passage of time, or both, would become an Event of
Default), both immediately prior to such release and discharge of
the Company and after giving effect to such release and discharge
of the Company; and provided, further, that after any such
assumption, release and discharge as aforesaid, the Company may
again assume such obligations under Section 4.2 hereof, in whole
or in part, at any time and from time to time, and, to the extent
of any such assumption by the Company (but only to such extent),
the aforesaid assignee, lessee, purchaser or other transferee
shall be released from and discharged of all liability in respect
of such obligations.

     Anything herein to the contrary notwithstanding, the Company
shall not make any assignment, lease, sale, transfer or other
disposition as provided in the immediately preceding paragraph
unless it shall have furnished to the Issuer and the Trustee (a)
a Favorable Opinion of Bond Counsel with respect to the proposed
assignment, lease, sale, transfer or other disposition and the
proposed release and discharge of the Company, if applicable, (b)
an opinion of counsel to the proposed assignee, lessee, purchaser
or other transferee reasonably acceptable to the Issuer and the
Trustee to the effect that the written instrument of assumption
referred to in the immediately preceding paragraph has been duly
authorized, executed and delivered by such assignee, lessee,
purchaser or other transferee and constitutes the legal, valid
and binding obligation of such assignee, lessee, purchaser or
other transferee enforceable against such assignee, lessee,
purchaser or other transferee in accordance with its terms,
subject to customary exceptions, and (c) a certificate of an
officer of the Company and an opinion of counsel to the Company
reasonably acceptable to the Issuer and the Trustee, each stating
that such transaction complies with this Section 7.01 and that
all conditions precedent herein and in the Indenture relating to
such transaction have been complied with.

     The Company shall, contemporaneously with the proposed
assignment, lease, sale, transfer or other disposition,  furnish
to the Issuer and the Trustee a true and complete copy of the
agreements or other documents effectuating any such assignment,
lease, sale, transfer or other disposition.  After any
assignment, lease, sale, transfer or other disposition of any
element or unit of the Facilities, or any interest therein, the
Company may, at its option, cause such element or unit, or
interest therein, to no longer be deemed to be part of the
Facilities for the purposes of this Agreement by delivering to
the Issuer and the Trustee the agreements or other documents
required pursuant to the preceding sentence together with an
instrument signed by an Authorized Company Representative stating
that such element or unit, or interest therein, shall no longer
be deemed to be part of the Facilities for the purposes of this
Agreement.

7.2.      SECTION   Limitation.  This Refunding Agreement shall
not be assigned nor shall the Facilities be leased or sold, in
whole or in part, except as provided in this Article VII,
Sections 4.3 or 6.1 hereof.

8                                ARTICLE

                      EVENTS OF DEFAULT AND REMEDIES

8.1.      SECTION   Events of Default.  Each of the following
events shall constitute and is referred to as an "Event of
Default" under this Refunding Agreement:

     (a)            a failure by the Company to make when due any
     payment required to be made pursuant to Section 4.2 hereof, which
     failure shall have resulted in an "Event of Default" under
     clauses (a), (b) or (e) of Section 10.1 of the Indenture;

     (b)            a failure by the Company to pay when due any other
     amount required to be paid under this Refunding Agreement or to
     observe and perform any covenant, condition or agreement on its
     part to be observed or performed, which failure shall continue
     for a period of ninety (90) days after written notice, specifying
     such failure and requesting that it be remedied, shall have been
     given to the Company by the Issuer or the Trustee, unless the
     Issuer and the Trustee shall agree in writing to an extension of
     such period prior to its expiration; provided, however, that the
     Issuer and the Trustee shall be deemed to have agreed to an
     extension of such period if corrective action is initiated by the
     Company within such period and is being diligently pursued;

     (c)            the expiration of a period of ninety (90) days
     following:

               (i)  the adjudication of the Company as a bankrupt
          by any court of competent jurisdiction;

               (ii) the entry of an order approving a petition
          seeking reorganization or arrangement of the Company
          under the federal bankruptcy laws or any other
          applicable law or statute of the United States of
          America, or of any state thereof; or

               (iii)     the appointment of a trustee or a
          receiver of all or substantially all of the property of
          the Company, unless during such period such
          adjudication, order or appointment of a trustee or
          receiver shall be vacated or shall be stayed on appeal
          or otherwise or shall have otherwise ceased to continue
          in effect; or

     (d)            the filing by the Company of a voluntary petition
     in bankruptcy or the making of an assignment for the benefit of
     creditors; the consenting by the Company to the appointment of a
     receiver or trustee of all or any part of its property; the
     filing by the Company of a petition or answer seeking
     reorganization or arrangement under the federal bankruptcy laws,
     or any other applicable law or statute of the United States of
     America, or of any state thereof; or the filing by the Company of
     a petition to take advantage of any insolvency act.

8.2.      SECTION   Force Majeure.  The provisions of Section 8.1
hereof are subject to the following limitations:  if by reason of
acts of God; strikes, lockouts or other industrial disturbances;
acts of public enemies; orders or other acts of any kind of the
government of the United States or of the State of Arkansas, or
any other sovereign entity or body politic, or any department,
agency, political subdivision, court or official of any of them,
or any civil or military authority; insurrections; riots;
epidemics; landslides; lightning; earthquakes; volcanoes; fires;
hurricanes; tornados; storms; floods; washouts; droughts;
arrests; restraint of government and people; civil disturbances;
explosions; breakage of, or accident to, machinery; partial or
entire failure of utilities; or any cause or event not reasonably
within the control of the Company, the Company is unable in whole
or in part to carry out any one or more of its covenants and
agreements contained herein, other than its payment obligations
under Section 4.2(i), (ii), (iii) or (iv) hereof and its
obligations under Sections 4.6, 6.1, 7.1 and 9.1 hereof, the
Company shall not be deemed in default by reason of not carrying
out said agreement or agreements or performing said obligation or
obligations during the continuance of such inability.  The
Company agrees, however, to use its best efforts to remedy with
all reasonable dispatch the cause or causes preventing it from
carrying out its agreements; provided, that the settlement of
strikes, lockouts and other industrial disturbances shall be
entirely within the discretion of the Company, and the Company
shall not be required to make settlement of strikes, lockouts and
other industrial disturbances by acceding to the demands of the
opposing party or parties when such course is, in the judgment of
the Company, unfavorable to the Company.

(a)       SECTION   Remedies on Default.   Upon the occurrence
and continuance of any Event of Default described in Section 8.1
hereof, and further upon the condition that, in accordance with
the terms of the Indenture, the Bonds shall have become
immediately due and payable pursuant to any provision of the
Indenture, the payments required to be paid pursuant to Section
4.2 hereof shall, without further action, become and be
immediately due and payable.

(b)            Upon the occurrence and continuance of any Event
of Default, the Issuer, with the prior consent of the Trustee, or
the Trustee, may take any action at law or in equity to collect
the payments then due and thereafter to become due hereunder, or
to enforce performance and observance of any obligation,
agreement or covenant of the Company under this Refunding
Agreement.

(c)            Any amounts collected pursuant to action taken
under this Section shall be applied in accordance with the
Indenture.

(d)            In case any proceeding taken by the Issuer or the
Trustee on account of any Event of Default shall have been
discontinued or abandoned for any reason, or shall have been
determined adversely to the Issuer or the Trustee, then and in
every such case, the Issuer and the Trustee shall be restored to
their former positions and rights hereunder, respectively, and
all rights, remedies and powers of the Issuer and the Trustee
shall continue as though no such proceeding had been taken.

8.3.      SECTION   No Remedy Exclusive.  No remedy conferred
upon or reserved to the Issuer by this Refunding Agreement is
intended to be exclusive of any other available remedy or
remedies, but each and every such remedy shall be cumulative and
shall be in addition to every other remedy given under this
Refunding Agreement or now or hereafter existing at law or in
equity or by statute.  No delay or omission to exercise any right
or power accruing upon any Event of Default shall impair any such
right or power or shall be construed to be a waiver thereof, but
any such right and power may be exercised from time to time and
as often as may be deemed expedient.  In order to entitle the
Issuer or the Trustee to exercise any remedy reserved to it in
this Article, it shall not be necessary to give any notice, other
than such notice as may be herein expressly required, or as may
be required by applicable law.

8.4.      SECTION   Payment of Attorneys' Fees and Other
Expenses.  If the Company shall be in default under any of the
provisions of this Refunding Agreement, and the Issuer or the
Trustee shall employ attorneys or incur other expenses for the
collection of sums due and payable under this Refunding
Agreement, or for the enforcement of performance or observance of
any obligation or agreement on the part of the Company contained
in this Refunding Agreement, the Company agrees that it will on
demand therefor reimburse the reasonable fees of such attorneys
and such other reasonable expenses so incurred.

8.5.      SECTION   Waiver of Breach.  In the event that any
agreement contained herein shall be breached by either the
Company or the Issuer and such breach shall thereafter be waived
by the other party, such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any
other breach hereunder.  In view of the assignment of the
Issuer's rights in and under this Refunding Agreement to the
Trustee under the Indenture, the Issuer shall have no power to
waive any default hereunder by the Company without the consent of
the Trustee.  Any waiver of any "Event of Default" under the
Indenture and a rescission and annulment of its consequences
shall constitute a waiver of the corresponding Event of Default
hereunder and a rescission and annulment of the consequences
thereof.


9                                ARTICLE

              OPTIONS AND OBLIGATIONS TO ACCELERATE PAYMENT

9.1.      SECTION   Redemption of Bonds.  The Issuer shall take
the actions required by the Indenture to discharge the lien
thereof through the redemption, or provision for payment or
redemption, of all Bonds then outstanding, or to effect the
redemption, or provision for payment or redemption, of less than
all the Bonds then outstanding, upon receipt by the Issuer and
the Trustee from the Company of a notice designating the
principal amounts of the Bonds to be redeemed, or for the payment
or redemption of which provision is to be made, and, in the case
of redemption of Bonds, or provision therefor, specifying the
date of redemption, whether such notice shall be unconditional,
and the applicable redemption provision of the Indenture.  Unless
otherwise stated therein or otherwise required by the Indenture,
such notice shall be revocable by the Company at any time prior
to the time at which the Trustee shall have given notice to the
holders of the Bonds to be redeemed. The Company shall furnish,
as a prepayment of the sums due hereunder, any moneys or
Government Securities required by the Indenture to be deposited
with the Trustee or otherwise paid by the Issuer in connection
with a defeasance of Bonds pursuant to Article XV of the
Indenture or in connection with an unconditional call for
redemption of Bonds.

     SECTION 9.2.   Purchase of Bonds.  The Company may at any
time, and from time to time, furnish moneys to the Trustee
accompanied by a notice directing the Trustee to apply such
moneys to the purchase in the open market of Bonds in the
principal amounts specified in such notice, and any Bonds so
purchased shall thereupon be canceled by the Trustee.


10                               ARTICLE

                              MISCELLANEOUS

10.1.          SECTION   Term of the Agreement.  This Refunding
Agreement shall be in full force and effect from the Issue Date
until the right, title and interest of the Trustee in and to the
Trust Estate (as defined in the Indenture) shall have ceased,
terminated and become void in accordance with Article XV of the
Indenture and until all payments required under this Refunding
Agreement shall have been made.

10.2.          SECTION   Notices.  Except as otherwise provided
in this Refunding Agreement, all notices, certificates or other
communications shall be sufficiently given and shall be deemed
given when given in accordance with the provisions of Section
16.6 of the Indenture.

10.3.          SECTION   Successors.  This Refunding Agreement
shall inure to the benefit of the Issuer, the governing authority
of the Issuer, its members, officers or employees, the Company,
the Trustee and the holders from time to time of the Bonds, and
shall be binding upon the Issuer, the Company and their
respective successors and assigns.

10.4.          SECTION   Amendments to Refunding Agreement.  This
Refunding Agreement may not be effectively amended, changed,
modified, altered or terminated except in accordance with the
provisions of the Indenture, and no amendment to this Refunding
Agreement shall be binding upon either party hereto until such
amendment is reduced to writing and executed by both parties
hereto.

10.5.          SECTION   Counterparts.  This Refunding Agreement
may be executed in any number of counterparts, each of which,
when so executed and delivered, shall be an original; but such
counterparts shall together constitute but one and the same
Agreement.

10.6.          SECTION   Severability.  If any clause, provision
or section of this Refunding Agreement shall be held illegal or
invalid by any court, the invalidity of such clause, provision or
section shall not affect any of the remaining clauses, provisions
or sections hereof and this Refunding Agreement shall be
construed and enforced as if such illegal or invalid clause,
provision or section had not been contained herein.  In case any
agreement or obligation contained in this Refunding Agreement
shall be held to be in violation of law, then such agreement or
obligation shall be deemed to be the agreement or obligation of
the Issuer or the Company, as the case may be, to the full extent
permitted by law.

10.7.          SECTION   Applicable Law.  The laws of the State
of Arkansas shall govern the construction of this Refunding
Agreement.

10.8.          SECTION   Holidays.  If the date for making any
payment or the last date for performance of any act or the
exercising of any right, as provided in this Indenture, shall not
be a Business Day, such payment may be made or act performed or
right exercised on the next succeeding Business Day, with the
same force and effect as if done on the nominal date provided in
this Refunding Agreement, and no interest on the amount so
payable shall accrue for the period after such nominal date.

10.9.          SECTION   Amounts Remaining in Bond Fund.  Any
amounts remaining in the Bond Fund upon expiration or earlier
termination of this Refunding Agreement as herein provided, after
payment in full of the Bonds (or provision therefor) in
accordance with the Indenture, all other costs and expenses to be
paid by the Company hereunder, all Administration Expenses, and
all amounts owing the Issuer and the Trustee under this Refunding
Agreement and the Indenture, shall belong to and be paid to the
Company, as an overpayment of the payments.

10.10.         SECTION   Company Approval of Indenture.  The
Indenture has been submitted to the Company for examination, and
the Company, by execution of this Refunding Agreement,
acknowledges and agrees that it has participated in the drafting
of the Indenture and agrees that it has approved the Indenture
and agrees that it is bound by and shall have the rights set
forth by the terms and conditions thereof and covenants and
agrees to perform all obligations required of the Company
pursuant to the terms of the Indenture.

10.11.         SECTION   Binding Effect.  This Refunding
Agreement shall be binding upon the parties hereto and upon their
respective successors and assigns, and the words "Issuer" and
"Company" shall include the parties hereto and their respective
successors and assigns and include any gender, singular and
plural, and individuals, partnerships or corporations.

10.12.         SECTION   Captions and Headings.  The captions or
headings in this Refunding Agreement are for convenience only and
in no way define, limit or describe the scope or intent of any
provisions of this Refunding Agreement.

10.13.         SECTION   No Personal Liability.  No covenant or
agreement contained in this Refunding Agreement shall be deemed
to be the covenant or agreement of any official, officer, agent,
or employee of the Issuer in his individual capacity, and no such
person shall be subject to any personal liability or
accountability by reason of the issuance thereof.

10.14.         SECTION   Parties in Interest.  This Refunding
Agreement shall inure to the benefit of and shall be binding upon
the Issuer, the Company, the Trustee and the Paying Agent and
their respective successors and assigns, and no other person,
firm or corporation shall have any right, remedy or claim under
or by reason of this Refunding Agreement; provided, however, that
any monetary obligation of the Issuer created by or arising out
of this Refunding Agreement shall be payable solely out of the
revenues derived from this Refunding Agreement or the sale of the
Bonds or income earned on invested funds as provided in the
Indenture and shall not constitute, and no breach of this
Refunding Agreement by the Issuer shall impose, a pecuniary
liability upon the Issuer or a charge upon the Issuer's general
credit or against its taxing powers.

     IN WITNESS WHEREOF, the Issuer and the Company have caused
this Refunding Agreement to be executed in their respective
corporate names and their respective corporate seals to be
hereunto affixed and attested by their duly authorized officers,
all as of the date first above written.


                               POPE COUNTY, ARKANSAS



                               By:____________________________
                                         County Judge
ATTEST:



By:_______________________________               [SEAL]
                   County Clerk



                               ENTERGY ARKANSAS, INC.




                                By:_________________________________
                                    Vice President and Treasurer

ATTEST:


By:_______________________________          [SEAL]
       Assistant Secretary