in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the Credit Agreement and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of [the
Assignor (in its capacity as a Lender)][the respective Assignors (in their
respective capacities as Lenders)] against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold
and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses
(i) and (ii) above being referred to herein collectively as [the][an] "Assigned
Interest"). Each such sale and assignment is without recourse to [the][any]
Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by [the][any] Assignor.
1. Assignor[s]:
________________________________
_______________________________
2. Assignee[s]:
________________________________
________________________________
[for each Assignee, indicate [Affiliate][Approved Fund] of [identify
Lender]
3. Borrower(s): Entergy Corporation
4. Administrative Agent:
Citibank, N.A., as the administrative agent under the
Credit Agreement
Credit Agreement:
> U.S. $3,500,000,000 Credit Agreement dated as of August ____, 2007, among the
> Borrower, certain Lenders parties thereto, the LC Issuing Banks and the
> Administrative Agent for said Lenders and said LC Issuing Banks.
5. Assigned Interest[s]:
Assignor[s]10
Assignee[s]11
Aggregate Amount of Commitment/Loans
for all Lenders12
Amount of Commitment/Loans Assigned8
Percentage Assigned of Commitment/Loans13
CUSIP
Number
$
$
%
$
$
%
$
$
%
[7. Trade Date: ______________]14
Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR[S]
15
[NAME OF ASSIGNOR]
By:______________________________
Title:
[NAME OF ASSIGNOR]
By:______________________________
Title:
ASSIGNEE[S]
16
[NAME OF ASSIGNEE]
By:______________________________
Title:
[NAME OF ASSIGNEE]
By:______________________________
Title:
[Consented to and]17 Accepted:
CITIBANK, N.A., as
Administrative Agent
By_________________________________
Title:
[Consented to:] 18
[NAME OF RELEVANT PARTY]
By________________________________
Title:
ANNEX 1
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1. Representations and Warranties.