THIRTY-FIFTH ASSIGNMENT OF AVAILABILITY AGREEMENT,
CONSENT AND AGREEMENT
This Thirty-fifth Assignment of Availability Agreement, Consent and Agreement (hereinafter referred to as this "
Assignment "), dated as of December 22, 2003, is made by and among System Energy Resources, Inc. (the "
Company "), Entergy Arkansas, Inc. (" EAI ") (successor in interest to Arkansas Power & Light Company and
Arkansas-Missouri Power Company (" Ark-Mo ")), Entergy Louisiana, Inc. (" ELI "), Entergy Mississippi, Inc.
(" EMI "), and Entergy New Orleans, Inc. (" ENOI ") (hereinafter EAI, ELI, EMI and ENOI are called
individually a " System Operating Company " and collectively, the " System Operating Companies "), and
Union Bank of California, N.A., as Administrating Bank (in such capacity, the " Administrating Bank ") under
the Reimbursement Agreement, dated as of December 22, 2003 (as amended, restated, supplemented or
otherwise modified from time to time, the " Reimbursement Agreement "), among the Company, Union Bank
of California, N.A., as Funding Bank (in such capacity, the " Funding Bank "), the Administrating Bank,
KeyBank National Association, as Syndication Agent, Banc One Capital Markets, Inc., as Documentation
Agent, and the banks named therein (the " Participating Banks "). Unless otherwise defined herein, capitalized
terms used herein shall have the meaning assigned to such terms in the Reimbursement Agreement.
A. Entergy Corporation (formerly Middle South Utilities, Inc.) (" Entergy ") owns all of the outstanding common
stock of the Company and each of the System Operating Companies, and the Company has a 90% undivided
ownership and leasehold interest in Unit 1 of the Grand Gulf Nuclear Electric Station project (more fully
described in the " Indenture " hereinafter referred to).
B. Prior hereto, (i) the Company, Manufacturers Hanover Trust Company, as agent for certain banks (the "
Domestic Agent "), and said banks entered into an Amended and Re