Exhibit 10(d) 52
AGREEMENT AS TO EXPENSES AND LIABILITIES
AGREEMENT dated as of January 28, 1997, between Entergy
Gulf States, Inc., a Texas corporation ("Entergy Gulf States"),
and Entergy Gulf States Capital I, a Delaware business trust (the
"Trust").
WHEREAS, the Trust intends to issue its Common
Securities (the "Common Securities") to and receive Debentures
from Entergy Gulf States and to issue its 8.75% Cumulative
Quarterly Income Preferred Securities, Series A (the "Preferred
Securities") with such powers, preferences and special rights and
restrictions as are set forth in the Amended and Restated Trust
Agreement of the Trust dated as of January 28, 1997 as the same
may be amended from time to time (the "Trust Agreement");
WHEREAS, Entergy Gulf States will directly own all of
the Common Securities and will issue the Debentures;
NOW, THEREFORE, in consideration of the purchase by
each holder of the Preferred Securities, which purchase Entergy
Gulf States hereby agrees shall benefit Entergy Gulf States and
which purchase Entergy Gulf States acknowledges will be made in
reliance upon the execution and delivery of this Agreement,
Entergy Gulf States, including in its capacity as holder of the
Common Securities, and the Trust hereby agree as follows:
ARTICLE I
Section 1.01. Guarantee by Entergy Gulf States.
Subject to the terms and conditions hereof, Entergy Gulf States
hereby irrevocably and unconditionally guarantees the full
payment, when and as due, of any and all Obligations (as
hereinafter defined) to each person or entity to whom the Trust
is now or hereafter becomes indebted or liable (the
"Beneficiaries"). As used herein, "Obligations" means any
indebtedness, expenses or liabilities of the Trust, other than
obligations of the Trust to pay to holders of any Preferred
Securities the amounts due such holders pursuant to the terms of
the Preferred Securities. This Agreement is intended to be for
the benefit of, and to be enforceable by, all such Beneficiaries,
whether or not such Beneficiaries have received notice hereof.
Section 1.02. Term of Agreement. This Agreement shall
terminate and be of no further force and effect upon the date on
which there are no Beneficiaries remaining; provided, however,
that this Agreement shall continue to be effective or shall be
reinstated, as the case may be, if at any time any holder of
Preferred Securities or any Beneficiary must restore payment of
any sums paid under the Preferred Securities, under any
Obligation, under the Guarantee Agreement dated the date hereof
by Entergy Gulf States and The Bank of New York, as guarantee
trustee, or under this Agreement for any reason whatsoever. This
Agreement is continuing, irrevocable, unconditional and absolute.
Section 1.03. Waiver of Notice. Entergy Gulf States
hereby waives notice of acceptance of this Agreement and of any
Obligation to which it applies or may apply, and Entergy Gulf
States hereby waives presentment, demand for payment, protest,
notice of nonpayment, notice of dishonor, notice of redemption
and all other notices and demands.
Section 1.04. No Impairment. The obligations,
covenants, agreements and duties of Entergy Gulf States under
this Agreement shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:
(a) the extension of time for the payment by the Trust
of all or any portion of the Obligations or for the performance
of any other obligation under, arising out of, or in connection
with, the Obligations;
(b) any failure, omission, delay or lack of diligence
on the part of the Beneficiaries to enforce, assert or exercise
any right, privilege, power or remedy conferred on the
Beneficiaries with respect to the Obligations or any action on
the part of the Trust granting indulgence or extension of any
kind; or
(c) the voluntary or involuntary liquidation,
dissolution, sale of any collateral, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Trust or any of
the assets of the Trust.
There shall be no obligation of the Beneficiaries to give notice
to, or obtain the consent of, Entergy Gulf States with respect to
the happening of any of the foregoing.
Section 1.05. Enforcement. A Beneficiary may enforce
this Agreement directly against Entergy Gulf States and Entergy
Gulf States waives any right or remedy to require that any action
be brought against the Trust or any other person or entity before
proceeding against Entergy Gulf States.
ARTICLE II
Section 2.01. Binding Effect. All guarantees and
agreements contained in this Agreement shall bind the successors,
assigns, receivers, trustees and representatives of Entergy Gulf
States and shall inure to the benefit of the Beneficiaries.
Section 2.02. Amendment. So long as there remains any
Beneficiary or any Preferred Securities of any series are
outstanding, this Agreement shall not be modified or amended in
any manner adverse to such Beneficiary or to the holders of the
Preferred Securities.
Section 2.03. Notices. Any notice, request or other
communication required or permitted to be given hereunder shall
be given in writing by delivering the same against receipt
therefor by facsimile transmission (confirmed by mail), telex or
by registered or certified mail, addressed as follows (and if so
given, shall be deemed given when mailed or upon receipt of an
answer-back, if sent by telex), to wit:
Entergy Gulf States Capital I
c/o Steven C. McNeal, Administrative Trustee
639 Loyola Avenue
New Orleans, Louisiana 70113
Facsimile No.: (504) 576-4455
Entergy Gulf States, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
Facsimile No.: (504) 576-4455
Attention: Treasurer
Section 2.04 THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES).
Section 2.05. Limited Liability. The holders of the
Preferred Securities, in their capacities as such, shall not be
personally liable for any liabilities or obligations of the Trust
arising out of this Agreement, and the parties hereto hereby
agree that the holders of the Preferred Securities, in their
capacities as such, shall be entitled to the same limitation of
personal liability extended to stockholders of private
corporations for profit organized under the General Corporation
Law of the State of Delaware.
THIS EXPENSE AGREEMENT is executed as of the day and
year first above
written.
ENTERGY GULF STATES, INC.
By: /s/ William J. Regan, Jr.
______________________________
Name: William J. Regan, Jr.
Title: Vice President and Treasurer
ENTERGY GULF STATES CAPITAL I
By: /s/ Frank Williford IV
______________________________
Frank Williford IV
not in his individual capacity,
but solely as Administrative Trustee