Entergy Texas Restoration Funding, LLC, Issuer, and THE BANK OF NEW YORK MELLON, Indenture Trustee and Securities Intermediary INDENTURE Dated as of _____ , 2009

Exhibit 4.1

Entergy Texas Restoration Funding, LLC,

Issuer,

and

THE BANK OF NEW YORK MELLON,

Indenture Trustee and Securities Intermediary

______________________________

INDENTURE

Dated as of _______ __, 2009

______________________________

TABLE OF CONTENTS

Page

ARTICLE I
Definitions and Incorporation by Reference

		Page

SECTION 1.01	Definitions.	2
SECTION 1.02	Incorporation by Reference of Trust Indenture Act	2
SECTION 1.03	Rules of Construction	2

ARTICLE II
The Transition Bonds

SECTION 2.01	Form	3
SECTION 2.02	Denominations; Transition Bonds	3
SECTION 2.03	Execution, Authentication and Delivery	4
SECTION 2.04	Temporary Transition Bonds	5
SECTION 2.05	Registration; Registration of Transfer and Exchange of Transition Bonds	5
SECTION 2.06	Mutilated, Destroyed, Lost or Stolen Transition Bonds	7
SECTION 2.07	Persons Deemed Owner	7
SECTION 2.08	Payment of Principal, Premium, if any, and Interest; Interest on Overdue Principal; Principal, Premium, if any, and Interest Rights Preserved.	8
SECTION 2.09	Cancellation	9
SECTION 2.10	Outstanding Amount; Authentication and Delivery of Transition Bonds	9
SECTION 2.11	Book-Entry Transition Bonds	18
SECTION 2.12	Notices to Clearing Agency	19
SECTION 2.13	Definitive Transition Bonds	19
SECTION 2.14	CUSIP Number	20
SECTION 2.15	Letter of Representations	20
SECTION 2.16	[RESERVED]	20
SECTION 2.17	Tax Treatment	20
SECTION 2.18	State Pledge	20
SECTION 2.19	Security Interests	21

ARTICLE III
Covenants

SECTION 3.01	Payment of Principal, Premium, if any, and Interest	22
SECTION 3.02	Maintenance of Office or Agency	23
SECTION 3.03	Money for Payments To Be Held in Trust	23
SECTION 3.04	Existence	24
SECTION 3.05	Protection of Transition Bond Collateral	24
SECTION 3.06	Opinions as to Transition Bond Collateral.	25
SECTION 3.07	Performance of Obligations; Servicing; SEC Filings.	26
SECTION 3.08	Certain Negative Covenants	28
SECTION 3.09	Annual Statement as to Compliance	29
SECTION 3.10	Issuer May Consolidate, etc., Only on Certain Terms.	30
SECTION 3.11	Successor or Transferee.	32
SECTION 3.12	No Other Business	32
SECTION 3.13	No Borrowing	32
SECTION 3.14	Servicer's Obligations	32
SECTION 3.15	Guarantees, Loans, Advances and Other Liabilities	33
SECTION 3.16	Capital Expenditure	33
SECTION 3.17	Restricted Payments	33
SECTION 3.18	Notice of Events of Default	33
SECTION 3.19	Further Instruments and Acts	33
SECTION 3.20	[RESERVED]	33
SECTION 3.21	Inspection	33
SECTION 3.22	Sale Agreement, Servicing Agreement, and Administration Agreement Covenants.	34
SECTION 3.23	Taxes	36

ARTICLE IV
Satisfaction and Discharge; Defeasance

SECTION 4.01	Satisfaction and Discharge of Indenture; Defeasance.	36
SECTION 4.02	Conditions to Defeasance	38
SECTION 4.03	Application of Trust Money	39
SECTION 4.04	Repayment of Moneys Held by Paying Agent	39

ARTICLE V
Remedies

SECTION 5.01	Events of Default	40
SECTION 5.02	Acceleration of Maturity; Rescission and Annulment	41
SECTION 5.03	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.	42
SECTION 5.04	Remedies; Priorities.	44
SECTION 5.05	Optional Preservation of the Transition Bond Collateral	45
SECTION 5.06	Limitation of Suits	45
SECTION 5.07	Unconditional Rights of Holders To Receive Principal, Premium, if any, and Interest	46
SECTION 5.08	Restoration of Rights and Remedies	46
SECTION 5.09	Rights and Remedies Cumulative	47
SECTION 5.10	Delay or Omission Not a Waiver	47
SECTION 5.11	Control by Holders	47
SECTION 5.12	Waiver of Past Defaults	48
SECTION 5.13	Undertaking for Costs	48
SECTION 5.14	Waiver of Stay or Extension Laws	48
SECTION 5.15	Action on Transition Bonds	48

ARTICLE VI
The Indenture Trustee

SECTION 6.01	Duties of Indenture Trustee.	49
SECTION 6.02	Rights of Indenture Trustee	50
SECTION 6.03	Individual Rights of Indenture Trustee	51
SECTION 6.04	Indenture Trustee's Disclaimer	51
SECTION 6.05	Notice of Defaults.	52
SECTION 6.06	Reports by Indenture Trustee to Holders.	52
SECTION 6.07	Compensation and Indemnity	53
SECTION 6.08	Replacement of Indenture Trustee and Securities Intermediary.	54
SECTION 6.09	Successor Indenture Trustee by Merger	55
SECTION 6.10	Appointment of Co-Trustee or Separate Trustee.	55
SECTION 6.11	Eligibility; Disqualification	56
SECTION 6.12	Preferential Collection of Claims Against Issuer	57
SECTION 6.13	Representations and Warranties of Indenture Trustee	57
SECTION 6.14	Annual Report by Independent Registered Public Accountants	57
SECTION 6.15	Custody of Transition Bond Collateral	57

ARTICLE VII
Holders' Lists and Reports

SECTION 7.01	Issuer To Furnish Indenture Trustee Names and Addresses of Holders	58
SECTION 7.02	Preservation of Information; Communications to Holders.	58
SECTION 7.03	Reports by Issuer.	59
SECTION 7.04	Reports by Indenture Trustee	59

ARTICLE VIII
Accounts, Disbursements and Releases

SECTION 8.01	Collection of Money	59
SECTION 8.02	Collection Account and REP Deposit Accounts.	60
SECTION 8.03	General Provisions Regarding the Collection Accounts.	63
SECTION 8.04	Release of Transition Bond Collateral.	65
SECTION 8.05	Opinion of Counsel	65
SECTION 8.06	Reports by Independent Registered Public Accountants	66

ARTICLE IX
Supplemental Indentures

SECTION 9.01	Supplemental Indentures Without Consent of Holders.	66
SECTION 9.02	Supplemental Indentures with Consent of Holders	68
SECTION 9.03	PUCT Condition	69
SECTION 9.04	Execution of Supplemental Indentures	70
SECTION 9.05	Effect of Supplemental Indenture	70
SECTION 9.06	Conformity with Trust Indenture Act	71
SECTION 9.07	Reference in Transition Bonds to Supplemental Indentures	71

ARTICLE X
Miscellaneous

SECTION 10.01	Compliance Certificates and Opinions, etc.	71
SECTION 10.02	Form of Documents Delivered to Indenture Trustee	73
SECTION 10.03	Acts of Holders.	73
SECTION 10.04	Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.	74
SECTION 10.05	Notices to Holders; Waiver	75
SECTION 10.06	[Intentionally Omitted.]	75
SECTION 10.07	Conflict with Trust Indenture Act	75
SECTION 10.08	Effect of Headings and Table of Contents	76
SECTION 10.09	Successors and Assigns	76
SECTION 10.10	Severability	76
SECTION 10.11	Benefits of Indenture	76
SECTION 10.12	Legal Holidays	76
SECTION 10.13	GOVERNING LAW	76
SECTION 10.14	Counterparts	77
SECTION 10.15	Recording of Indenture	77
SECTION 10.16	Issuer Obligation	77
SECTION 10.17	No Recourse to Issuer	77
SECTION 10.18	Basic Documents	77
SECTION 10.19	No Petition	77
SECTION 10.20	Securities Intermediary	78

EXHIBITS AND SCHEDULES

EXHIBIT A Form of Transition Bonds

EXHIBIT B Form of Series Supplement

EXHIBIT C Servicing Criteria to be Addressed by Indenture Trustee in Assessment of Compliance

APPENDIX

APPENDIX A Definitions

TRUST INDENTURE ACT CROSS REFERENCE TABLE

TIA Section		Indenture Section
310	(a)(1)	6.11
	(a)(2)	6.11
	(a)(3)	6.10(b)(i)
	(a)(4)	N.A.
	(a)(5)	6.11
	(b)	6.11
	(c)	N.A.
311	(a)	6.12
	(b)	6.12
	(c)	N.A.
312	(a)	7.01 and 7.02
	(b)	7.02
	(c)	7.02
313	(a)	7.04
	(b)(1)	7.04
	(b)(2)	7.04
	(c)	7.04
	(d)	7.04
314	(a)	3.09, 4.01, and 7.03(a)
	(b)	3.06 and 4.01
	(c)(1)	2.10, 4.01, 8.04(b) and 10.01(a)
	(c)(2)	2.10, 4.01, 8.04(b) and 10.01(a)
	(c)(3)	2.10 4.01 and 10.01(a)
	(d)	2.10, 8.04(b) and 10.01(b)
	(e)	10.01(a)
	(f)	10.01(a)
315	(a)	6.01(b)(i)(ii)
	(b)	6.05
	(c)	6.01 (a)
	(d)	6.01(c)(i)-(iii)
	(e)	5.13
316	(a) (last sentence)	Appendix A - definition of "Outstanding"
	(a)(1)(A)	5.11
	(a)(1)(B)	5.12
	(a)(2)	Omitted
	(b)	5.07
	(c)	Appendix A - definition of "Record Date"
317	(a)(1)	5.03(a)
	(a)(2)	5.03(c)(iv)
	(b)	3.03
318	(a)	10.07

** "N.A." shall mean "not applicable".

This cross reference table shall not, for any purpose,
be deemed to be part of this Indenture.

This INDENTURE dated as of _____ __, 2009, by and between Entergy Texas Restoration Funding, LLC, a Delaware limited liability company (the "Issuer"), and The Bank of New York Mellon, a New York banking corporation, in its capacity as indenture trustee (the "Indenture Trustee") for the benefit of the Secured Parties (as defined herein) and in its separate capacity as a securities intermediary (the "Securities Intermediary").

In consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the other and each of the Holders:

RECITALS OF THE ISSUER

The Issuer has duly authorized the execution and delivery of this Indenture and the creation and issuance of the Transition Bonds issuable hereunder, which will be of substantially the tenor set forth herein and in the Series Supplement.

The Transition Bonds shall be non-recourse obligations and shall be secured by and payable solely out of the proceeds of the Transition Property and the other Transition Bond Collateral. If and to the extent that such proceeds of Transition Property and the other Transition Bond Collateral are insufficient to pay all amounts owing with respect to the Transition Bonds, then, except as otherwise expressly provided hereunder, the Holders shall have no Claim in respect of such insufficiency against the Issuer or the Indenture Trustee, and the Holders, by their acceptance of the Transition Bonds, waive any such Claim.

All things necessary to (a) make the Transition Bonds, when executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, valid obligations, and (b) make this Indenture a valid agreement of the Issuer, in each case, in accordance with their respective terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That the Issuer, in consideration of the premises herein contained and of the purchase of the Transition Bonds by the Holders and of other good and lawful consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure, equally and ratably without prejudice, priority or distinction, except as specifically otherwise set forth in this Indenture, the payment of the Transition Bonds, the payment of all other amounts due under or in connection with this Indenture (including, without limitation, all fees, expenses, counsel fees, indemnity amounts and other amounts due and owing to the Indenture Trustee) and the performance and observance of all of the covenants and conditions contained herein or in such Transition Bonds, has hereby executed and delivered this Indenture and by these presents does hereby and under the Series Supplement will convey, grant and assign, transfer and pledge, in and unto the Indenture Trustee, its successors and assigns forever, for the benefit of the Secured Parties, all and singular the property described in the Series Supplement (such property hereinafter referred to as the "Transition Bond Collateral"). The Series Supplement will more particularly describe the obligations of the Issuer secured by the Transition Bond Collateral.

AND IT IS HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all Transition Bonds are to be issued, countersigned and delivered and that all of the Transition Bond Collateral is to be held and applied, subject to the further covenants, conditions, releases, uses and trusts hereinafter set forth, and the Issuer, for itself and any successor, does hereby covenant and agree to and with the Indenture Trustee and its successors in said trust, for the benefit of the Secured Parties, as follows:

Definitions and Incorporation by Reference
The Transition Bonds
Covenants
Satisfaction and Discharge; Defeasance
Remedies
The Indenture Trustee
Holders' Lists and Reports
A copy of each report at the time of its mailing to Holders shall be filed by the Servicer with the SEC and each stock exchange, if any, on which the Transition Bonds are listed. The Issuer shall notify the Indenture Trustee in writing if and when the Transition Bonds are listed on any stock exchange.
Accounts, Disbursements and Releases
Supplemental Indentures
Miscellaneous

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Issuer, the Indenture Trustee and Securities Intermediary have caused this Indenture to be duly executed by their respective officers thereunto duly authorized and duly attested, all as of the day and year first above written.

	Entergy Texas Restoration Funding, LLC, as Issuer


	By: ________________________________ Name: Title:


	THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee and as Securities Intermediary


	By: ________________________________ Name: Title:

STATE OF [STATE] )
&# ) ss:
COUNTY OF [COUNTY] )

On the ____ day of ________________, 2009, before me, ________________, a Notary Public in and for said county and state, personally appeared __________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person and officer whose name is subscribed to the within instrument and acknowledged to me that such person executed the same in such person's authorized capacity, and that by the signature on the instrument The Bank of New York Mellon, a New York banking association, and the entity upon whose behalf the person acted, executed this instrument.

WITNESS my hand and official seal.

___________________________
Notary Public
My commission expires: _______

STATE OF [STATE] )
&# ) ss:
COUNTY OF [COUNTY] )

On the ____ day of _____________, 2009, before me, ___________________, a Notary Public in and for said county and state, personally appeared __________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as a manager of Entergy Texas Restoration Funding, LLC, and that by his signature on the instrument Entergy Texas Restoration Funding, LLC, a Delaware limited liability company and the entity upon whose behalf such person acted, executed this instrument.

WITNESS my hand and official seal.

___________________________
Notary Public
My commission expires: _______

EXHIBIT A

FORM OF TRANSITION BOND

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

REGISTERED No. _____ $________

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.

THE PRINCIPAL OF THIS TRANCHE [ - ] TRANSITION BOND ("THIS TRANCHE [ - ] TRANSITION BOND") WILL BE PAID IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TRANCHE [ - ] TRANSITION BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE HOLDER OF THIS TRANSITION BOND HAS NO RECOURSE TO THE ISSUER HEREOF AND AGREES TO LOOK ONLY TO THE TRANSITION BOND COLLATERAL, AS DESCRIBED IN THE INDENTURE AND THE SERIES SUPPLEMENT REFERRED TO ON THE REVERSE HEREOF, FOR PAYMENT OF ANY AMOUNTS DUE HEREUNDER. ALL OBLIGATIONS OF THE ISSUER OF THIS TRANCHE [ - ] TRANSITION BOND UNDER THE TERMS OF THE INDENTURE WILL BE RELEASED AND DISCHARGED UPON PAYMENT IN FULL HEREOF OR AS OTHERWISE PROVIDED IN ARTICLE IV OF THE INDENTURE. THE HOLDER OF THIS TRANCHE [ - ] TRANSITION BOND HEREBY COVENANTS AND AGREES THAT PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF THE TRANCHE [ - ] TRANSITION BONDS, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS OR OTHER SIMILAR PROCEEDING UNDER THE LAWS OF THE UNITED STATES OR ANY STATE OF THE UNITED STATES. NOTHING IN THIS PARAGRAPH SHALL PRECLUDE, OR BE DEEMED TO ESTOP, SUCH HOLDER (A) FROM TAKING OR OMITTING TO TAKE ANY ACTION PRIOR TO SUCH DATE IN (I) ANY CASE OR PROCEEDING VOLUNTARILY FILED OR COMMENCED BY OR ON BEHALF OF THE ISSUER UNDER OR PURSUANT TO ANY SUCH LAW OR (II) ANY INVOLUNTARY CASE OR PROCEEDING PERTAINING TO THE ISSUER WHICH IS FILED OR COMMENCED BY OR ON BEHALF OF A PERSON OTHER THAN SUCH HOLDER AND IS NOT JOINED IN BY SUCH HOLDER (OR ANY PERSON TO WHICH SUCH HOLDER SHALL HAVE ASSIGNED, TRANSFERRED OR OTHERWISE CONVEYED ANY PART OF THE OBLIGATIONS OF THE ISSUER HEREUNDER) UNDER OR PURSUANT TO ANY SUCH LAW, OR (B) FROM COMMENCING OR PROSECUTING ANY LEGAL ACTION WHICH IS NOT AN INVOLUNTARY CASE OR PROCEEDING UNDER OR PURSUANT TO ANY SUCH LAW AGAINST THE ISSUER OR ANY OF ITS PROPERTIES.

ENTERGY TEXAS RESTORATION FUNDING, LLC TRANSITION BONDS,

Tranche [ - ].

INTEREST RATE	ORIGINAL PRINCIPAL AMOUNT	FINAL MATURITY DATE

Entergy Texas Restoration Funding, LLC, a limited liability company created under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to [ ], or registered assigns, the Original Principal Amount shown above [in semi-annual installments] on the Payment Dates and in the amounts specified on the reverse hereof or, if less, the amounts determined pursuant to Section 8.02 of the Indenture, in each year, commencing on the date determined as provided on the reverse hereof and ending on or before the Final Maturity Date shown above and to pay interest, at the Interest Rate shown above, on each __________ and __________ or if any such day is not a Business Day, the next succeeding Business Day, commencing on [ ] and continuing until the earlier of the payment in full of the principal hereof and the Final Maturity Date (each a "Payment Date"), on the principal amount of this Tranche [ - ] Transition Bond (hereinafter referred to as this "Tranche [ - ] Transition Bond"). Interest on this Tranche [ - ] Transition Bond will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, if no interest has yet been paid, from the date of issuance. Interest will be computed on the basis of [specify method of computation]. Such principal of and interest on this Tranche [ - ] Transition Bond shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Tranche [ - ] Transition Bond are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Tranche [ - ] Transition Bond shall be applied first to interest due and payable on this Tranche [ - ] Transition Bond as provided above and then to the unpaid principal of and premium, if any, on this Tranche [ - ] Transition Bond, all in the manner set forth in the Indenture.

Reference is made to the further provisions of this Tranche [ - ] Transition Bond set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Tranche [ - ] Transition Bond.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Tranche [ - ] Transition Bond shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Responsible Officer.

Date:	ENTERGY TEXAS RESTORATION FUNDING, LLC

	By: _________________________________ Name: Title:

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated: [___________, _____]

This is one of the Tranche [ - ] Transition Bonds, designated above and referred to in the within-mentioned Indenture.

	The Bank of New York Mellon, as Indenture Trustee

	By: _________________________________ Name: Title:

REVERSE OF TRANSITION BOND*

This Tranche [ - ] Transition Bond is one of a duly authorized issue of Transition Bonds of the Issuer (herein called the "Transition Bonds"), issued or which are issuable in one or more Tranches, and the Transition Bonds consists of [ ] Tranches, including this Tranche [ - ] Transition Bond (herein called the "Tranche [ - ] Transition Bonds"), all issued and to be issued under that certain Indenture dated as of [__________, 2009], (as supplemented by the Series Supplement (as defined below), the "Indenture"), between the Issuer and The Bank of New York Mellon, a New York banking corporation, in its capacity as indenture trustee (the "Indenture Trustee", which term includes any successor indenture trustee under the Indenture) and in its separate capacity as securities intermediary (the "Securities Intermediary", which term includes any successor securities intermediary under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Transition Bonds. For purposes herein, "Series Supplement" means that certain Series Supplement dated as of [__________, 2009], between the Issuer and the Indenture Trustee. All terms used in this Tranche [ - ] Transition Bond that are defined in the Indenture, as amended, restated, supplemented or otherwise modified from time to time, shall have the meanings assigned to such terms in the Indenture.

The Tranche [ - ] Transition Bonds and the other Tranches of the Transition Bonds (all of such Tranches being referred to herein as the "Transition Bonds") are and will be equally and ratably secured by the Transition Bond Collateral pledged as security therefor as provided in the Indenture.

The principal of this Tranche [ - ] Transition Bond shall be payable on each Payment Date only to the extent that amounts in the Collection Account are available therefor, and only until the outstanding principal balance thereof on the preceding Payment Date (after giving effect to all payments of principal, if any, made on the preceding Payment Date) has been reduced to the principal balance specified in the Expected Amortization Schedule which is attached to the Series Supplement as Schedule A, unless payable earlier because an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Bondholders representing not less than a majority of the Outstanding Amount of the Transition Bonds have declared such Transition Bonds to be immediately due and payable in accordance with Section 5.02 of the Indenture (unless such declaration shall have been rescinded and annulled in accordance with Section 5.02 of the Indenture). However, actual principal payments may be made in lesser than expected amounts and at later than expected times as determined pursuant to Section 8.02 of the Indenture. The entire unpaid principal amount of this Tranche [ - ] Transition Bond shall be due and payable on the Final Maturity Date hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Transition Bonds shall be due and payable, if not then previously paid, on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of the Transition Bonds representing not less than a majority of the Outstanding Amount of the Transition Bonds have declared the Transition Bonds to be immediately due and payable in the manner provided in Section 5.02 of the Indenture (unless such declaration shall have been rescinded and annulled in accordance with Section 5.02 of the Indenture). All principal payments on the Tranche [ - ] Transition Bonds shall be made pro rata to the Tranche [ - ] Holders entitled thereto based on the respective principal amounts of the Tranche [ - ] Transition Bonds held by them.

Payments of interest on this Tranche [ - ] Transition Bond due and payable on each Payment Date, together with the installment of principal or premium, if any, shall be made by check mailed first-class, postage prepaid, to the Person whose name appears as the Registered Holder of this Tranche [ - ] Transition Bond (or one or more Predecessor Transition Bonds) on the Transition Bond Register as of the close of business on the Record Date or in such other manner as may be provided in the Indenture or the Series Supplement, except that (i) upon application to the Indenture Trustee by any Holder owning a Global Transition Bond evidencing this Tranche [ - ] Transition Bond in the principal amount of $10,000,000 or more not later than the applicable Record Date payment will be made by wire transfer to an account maintained by such Holder and (ii) if this Tranche [ - ] Transition Bond is held in Book-Entry Form, payments will be made by wire transfer in immediately available funds to the account designated by the Holder of the applicable Global Transition Bond evidencing this Tranche [ - ] Transition Bond unless and until such Global Transition Bond is exchanged for Definitive Transition Bonds (in which event payments shall be made as provided above) and except for the final installment of principal and premium, if any, payable with respect to this Tranche [ - ] Transition Bond on a Payment Date which shall be payable as provided below. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Transition Bond Register as of the applicable Record Date without requiring that this Tranche [ - ] Transition Bond be submitted for notation of payment. Any reduction in the principal amount of this Tranche [ - ] Transition Bond (or any one or more Predecessor Transition Bonds) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Tranche [ - ] Transition Bond and of any Transition Bond issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Tranche [ - ] Transition Bond on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed no later than five (5) days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of this Tranche [ - ] Transition Bond and shall specify the place where this Tranche [ - ] Transition Bond may be presented and surrendered for payment of such installment.

The Issuer shall pay interest on overdue installments of interest at the Transition Bond Interest Rate to the extent lawful.

This Transition Bond is a "transition bond" as such term is defined in the Securitization Law. Principal and interest due and payable on this Transition Bond are payable from and secured primarily by Transition Property created and established by a Financing Order obtained from the Public Utility Commission of Texas pursuant to the Securitization Law. Transition Property consists of the rights and interests of the Seller in the Financing Order, including the right to impose, collect and recover certain charges (defined in the Securitization Law as "Transition Charges") to be included in regular electric utility bills of existing and future electric service customers within the service territory of Entergy Texas, Inc., a Texas electric utility, or its successors or assigns, as more fully described in the Financing Order.

The Securitization Law provides that: "Transition bonds are not a debt or obligation of the state and are not a charge on its full faith and credit or taxing power. The state pledges, however, for the benefit and protection of financing parties and the electric utility, that it will not take or permit any action that would impair the value of transition property, or, except as permitted by Section 39.307, reduce, alter, or impair the transition charges to be imposed, collected, and remitted to financing parties, until the principal, interest and premium, and any other charges incurred and contracts to be performed in connection with the related transition bonds have been paid and performed in full. Any party issuing transition bonds is authorized to include this pledge in any documentation relating to those bonds."

As a result of the foregoing pledge, the State of Texas may not, except as provided in the succeeding sentence, in any way reduce, alter or impair the Transition Charges until the Transition Bonds, together with interest thereon, are fully paid and discharged. Notwithstanding the immediately preceding sentence, the State of Texas would be allowed to effect a temporary impairment of the Holders' rights if it could be shown that such impairment was necessary to advance a significant and legitimate public purpose.

The Issuer and ETI hereby acknowledge that the purchase of this Transition Bond by the Holder hereof or the purchase of any beneficial interest herein by any Person are made in reliance on the foregoing pledge.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Tranche [ - ] Transition Bond may be registered on the Transition Bond Register upon surrender of this Tranche [ - ] Transition Bond for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by (a) a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by an institution which is a member of one of the following recognized Signature Guaranty Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii)The New York Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Indenture Trustee, and (b) such other documents as the Indenture Trustee may require, and thereupon one or more new Tranche [ - ] Transition Bonds of Minimum Denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Tranche [ - ] Transition Bond, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange, other than exchanges pursuant to Sections 2.04 or 2.06 of the Indenture not involving any transfer.

Each Transition Bond holder, by acceptance of a Transition Bond, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Transition Bonds or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Managers in their respective individual capacities, (ii) any owner of a membership interest in the Issuer (including ETI) or (iii) any shareholder, partner, owner, beneficiary, agent, officer or employee of the Indenture Trustee, the Managers or any owner of a membership interest in the Issuer (including ETI) in its respective individual or corporate capacities, or of any successor or assign of any of them in their individual or corporate capacities, except as any such Person may have expressly agreed in writing (it being understood that none of the Indenture Trustee, the Managers or ETI has any such obligations in their respective individual or corporate capacities).

Prior to the due presentment for registration of transfer of this Tranche [ - ] Transition Bond, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Tranche [ - ] Transition Bond is registered (as of the day of determination) as the owner hereof for the purpose of receiving payments of principal of and premium, if any, and interest on this Tranche [ - ] Transition Bond and for all other purposes whatsoever, whether or not this Tranche [ - ] Transition Bond be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Transition Bonds under the Indenture at any time by the Issuer with the consent of the Bondholders representing not less than a majority of the Outstanding Amount of all Transition Bonds at the time outstanding of each Tranche to be affected. The Indenture also contains provisions permitting the Bondholders representing specified percentages of the Outstanding Amount of the Transition Bonds, on behalf of the Holders of all the Transition Bonds, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Tranche [ - ] Transition Bond (or any one of more Predecessor Transition Bonds) shall be conclusive and binding upon such Holder and upon all future Holders of this Tranche [ - ] Transition Bond and of any Transition Bond issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Tranche [ - ] Transition Bond. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Transition Bonds issued thereunder.

The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Issuer on this Tranche [ - ] Transition Bond and (b) certain restrictive covenants and the related Events of Default, upon compliance by the Issuer with certain conditions set forth herein, which provisions apply to this Tranche [ - ] Transition Bond.

The term "Issuer" as used in this Tranche [ - ] Transition Bond includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Bondholders under the Indenture.

The Tranche [ - ] Transition Bonds are issuable only in registered form in denominations as provided in the Indenture and the Series Supplement subject to certain limitations therein set forth.

This Tranche [ - ] Transition Bond, the Indenture and the Series Supplement shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the New York general obligations law AND SECTIONS 9-301 THROUGH 9-306 OF THE NY UCC), and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws; provided that the creation, attachment and perfection of any Liens created under the Indenture in Transition Property, and all rights and remedies of the Indenture Trustee and the Holders with respect to such Transition Property, shall be governed by the laws of the State of Texas.

No reference herein to the Indenture and no provision of this Tranche [ - ] Transition Bond or of the Indenture shall alter or impair the obligation, which is absolute and unconditional, to pay the principal of and interest on this Tranche [ - ] Transition Bond at the times, place, and rate, and in the coin or currency herein prescribed.

The Holder of this Tranche [ - ] Transition Bond by the acceptance hereof agrees that, notwithstanding any provision of the Indenture or the Series Supplement to the contrary, the Holder shall have no recourse against the Issuer, but shall look only to the Transition Bond Collateral, with respect to any amounts due to the Holder under this Tranche [ - ] Transition Bond.

The Issuer and the Indenture Trustee, by entering into the Indenture, and the Holders and any Persons holding a beneficial interest in any Tranche [ - ] Transition Bond, by acquiring any Tranche [ - ] Transition Bond or interest therein, (i) express their intention that, solely for the purpose of federal taxes and, to the extent consistent with applicable state, local and other tax law, solely for the purpose of state, local and other taxes, the Tranche [ - ] Transition Bonds qualify under applicable tax law as indebtedness of the sole owner of the Issuer secured by the Transition Bond Collateral and (ii) solely for purposes of federal taxes and, to the extent consistent with applicable state, local and other tax law, solely for purposes of state, local and other taxes, so long as any of the Tranche [ - ] Transition Bonds are outstanding, agree to treat the Tranche [ - ] Transition Bonds as indebtedness of the sole owner of the Issuer secured by the Transition Bond Collateral unless otherwise required by appropriate taxing authorities.

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Tranche [ - ] Transition Bond, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM	as tenants in common
TEN ENT	as tenants by the entireties
JT TEN	as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT	___________________ Custodian ______________________ (Custodian) (minor)
	Under Uniform Gifts to Minor Act (____________________) (State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee ____________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Tranche [ - ] Transition Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ________________, attorney, to transfer said Tranche [ - ] Transition Bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated: [___________, _____]

______________________________________
Signature Guaranteed:

______________________________________

EXHIBIT B

FORM OF SERIES SUPPLEMENT

This SERIES SUPPLEMENT dated as of [__________, 2009] (this "Supplement"), by and between ENTERGY TEXAS RESTORATION FUNDING, LLC, a limited liability company created under the laws of the State of Delaware (the "Issuer"), and The Bank of New York Mellon, a New York banking corporation ("BNYM"), in its capacity as indenture trustee (the "Indenture Trustee") for the benefit of the Secured Parties under the Indenture dated as of [__________, 2009], by and between the Issuer and BNYM, in its capacity as Indenture Trustee and in its separate capacity as securities intermediary (the "Indenture").

PRELIMINARY STATEMENT

Section 9.01 of the Indenture provides, among other things, that the Issuer and the Indenture Trustee may at any time enter into an indenture supplemental to the Indenture for the purposes of authorizing the issuance by the Issuer of the Transition Bonds and specifying the terms thereof. The Issuer has duly authorized the creation of the Transition Bonds with an initial aggregate principal amount of [$_____] to be known as Entergy Texas Restoration Funding, LLC Transition Bonds (the "Transition Bonds"), and the Issuer and the Indenture Trustee are executing and delivering this Supplement in order to provide for the Transition Bonds.

All terms used in this Supplement that are defined in the Indenture, either directly or by reference therein, have the meanings assigned to them therein, except to the extent such terms are defined or modified in this Supplement or the context clearly requires otherwise. In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, the terms and provisions of this Supplement shall govern.

GRANTING CLAUSE

With respect to the Transition Bonds, the Issuer hereby Grants to the Indenture Trustee, as Indenture Trustee for the benefit of the Secured Parties of the Transition Bonds, all of the Issuer's right, title and interest (whether now owned or hereafter acquired or arising) in and to (a) the Transition Property created under and pursuant to the Financing Order, and transferred by the Seller to the Issuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right to impose, collect and receive Transition Charges, all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Transition Charges authorized in the Financing Order and any Tariffs filed pursuant thereto and any contractual rights to collect such Transition Charges from Customers and REPs), (b) all Transition Charges related to such Transition Property, (c) the Sale Agreement and each ▇▇▇▇ of Sale executed in connection therewith and all property and interests in property transferred under the Sale Agreement and such Bills of Sale with respect to such Transition Property and the Transition Bonds, (d) the Servicing Agreement, the Administration Agreement and any subservicing, agency, intercreditor, administration or collection agreements executed in connection therewith, to the extent related to the foregoing Transition Property and the Transition Bonds, (e) the Collection Account, all subaccounts thereof and all amounts of cash, instruments, investment property or other assets on deposit therein or credited thereto from time to time and all financial assets and securities entitlements carried therein or credited thereto, (f) all rights to compel the Servicer to file for and obtain adjustments to the Transition Charges in accordance with Section 36.402 and Section 39.307 of the Securitization Law, the Financing Order or any Tariff filed in connection therewith, (g) all deposits, guarantees, surety bonds, letters of credit and other forms of credit support provided by or on behalf of REPs pursuant to the Financing Order or such Tariff, including investment earnings thereon and all amounts on deposit in the REP Deposit Accounts, (h) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing, whether such claims, demands, causes and choses in action constitute Transition Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property, (i) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations related to the foregoing, and (j) all payments on or under, and all proceeds in respect of, any or all of the foregoing; it being understood that the following do not constitute Transition Bond Collateral: (i) cash that has been released pursuant to Section 8.02(e)(x) of the Indenture and, following retirement of all Outstanding Transition Bonds, cash that has been released pursuant to Section 8.02(e)(xii) of the Indenture and (ii) amounts deposited with the Issuer on the Closing Date, for payment of costs of issuance with respect to the Transition Bonds (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (ii) above shall not be subject to Section 3.17 of the Indenture.

The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the Transition Bonds and all fees, expenses, indemnity amounts, counsel fees and other amounts due and payable to the Indenture Trustee (collectively, the "Secured Obligations") equally and ratably without prejudice, priority or distinction, except as expressly provided in the Indenture, to secure compliance with the provisions of the Indenture with respect to the Transition Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture. The Indenture and this Series Supplement constitutes a security agreement within the meaning of the Securitization Law and under the UCC to the extent that the provisions of the UCC are applicable hereto.

The Indenture Trustee, as indenture trustee on behalf of the Secured Parties of the Transition Bonds, acknowledges such Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Supplement and the Indenture.

SECTION 1. Designation. The Transition Bonds shall be designated generally as the Transition Bonds and further denominated as Tranches [ ] through [ ].

SECTION 2. Initial Principal Amount; Transition Bond Interest Rate; Scheduled Payment Date; Final Maturity Date. The Transition Bonds of each Tranche shall have the initial principal amount, bear interest at the rates per annum and shall have the Scheduled Payment Dates and the Final Maturity Dates set forth below:

Tranche

Initial
Principal
Amount

Transition Bond
Interest
Rate

Scheduled
Payment
Date

Final
Maturity
Date

The Transition Bond Interest Rate shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 3. Authentication Date; Payment Dates; Expected Amortization Schedule for Principal; Periodic Interest; No Premium; Other Terms.

(a) Authentication Date. The Transition Bonds that are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer on [ ] (the "Closing Date") shall have as their date of authentication [ ].

(b) Payment Dates. The Payment Dates for the Transition Bonds are __________ and __________ of each year or, if any such date is not a Business Day, the next succeeding Business Day, commencing on [ ] and continuing until the earlier of repayment of the Tranche [ ] Transition Bonds in full and the Final Maturity Date for the Tranche [ ] Transition Bonds.

(c) Expected Amortization Schedule for Principal. Unless an Event of Default shall have occurred and be continuing on each Payment Date, the Indenture Trustee shall distribute to the Holders of record as of the related Record Date amounts payable pursuant to Section 8.02(e) of the Indenture as principal, in the following order and priority: [(1) to the holders of the Tranche [ ] Transition Bonds, until the Outstanding Amount of such Tranche of Transition Bonds thereof has been reduced to zero; (2) to the holders of the Tranche [ ] Transition Bonds, until the Outstanding Amount of such Tranche of Transition Bonds thereof has been reduced to zero; and (3) to the holders of the Tranche [ ] Transition Bonds, until the Outstanding Amount of such Tranche of Transition Bonds thereof has been reduced to zero; (4)] provided, however, that in no event shall a principal payment pursuant to this Section 3(c) on any Tranche on a Payment Date be greater than the amount necessary to reduce the Outstanding Amount of such Tranche of Transition Bonds to the amount specified in the Expected Amortization Schedule which is attached as Schedule A hereto for such Tranche and Payment Date.

(d) Periodic Interest. Periodic Interest will be payable on each Tranche of the Transition Bonds on each Payment Date in an amount equal to [one-half] of the product of (i) the applicable Transition Bond Interest Rate and (ii) the Outstanding Amount of the related Tranche of Transition Bonds as of the close of business on the preceding Payment Date after giving effect to all payments of principal made to the Holders of the related Tranche of Transition Bonds on such preceding Payment Date; provided, however, that with respect to the Initial Payment Date, or, if no payment has yet been made, interest on the outstanding principal balance will accrue from and including the Closing Date to, but excluding, the following Payment Date.

[(e) Book-Entry Transition Bonds. The Transition Bonds shall [not] be Book-Entry Transition Bonds and the applicable provisions of Section 2.11 of the Indenture shall [not] apply to such Transition Bonds.]

(f) Waterfall Cap. The amount payable with respect to the Transition Bonds pursuant to Section 8.02(e)(i) shall not exceed [$______] annually.

SECTION 4. Minimum Denominations. The Transition Bonds shall be issuable in the Minimum Denomination and integral multiples thereof.

SECTION 5. Certain Defined Terms. Article I of the Indenture provides that the meanings of certain defined terms used in the Indenture shall, when applied to the Transition Bonds, be as defined in Appendix A to the Indenture. Additionally, Article II of the Indenture provides that certain terms will have the meanings specified in this Supplement. With respect to the Transition Bonds, the following definitions shall apply:

"Initial Payment Date" shall mean the first Payment Date for a Tranche of the Transition Bonds specified in the Expected Amortization Schedule which is attached as Schedule A hereto.

"Minimum Denomination" shall mean [$100,000].

"Payment Date" has the meaning set forth in Section 3(b) of this Supplement.

"Periodic Interest" has the meaning set forth in Section 3(d) of this Supplement.

"Transition Bond Interest Rate" has the meaning set forth in Section 2 of this Supplement.

SECTION 6. Delivery and Payment for the Transition Bonds; Form of the Transition Bonds. The Indenture Trustee shall deliver the Transition Bonds to the Issuer when authenticated in accordance with Section 2.03 of the Indenture. The Transition Bonds of each Tranche shall be in the form of Exhibits [A-1 through A-_] hereto.

SECTION 7. Ratification of Agreement. As supplemented by this Supplement, the Indenture is in all respects ratified and confirmed and the Indenture, as so supplemented by this Supplement, shall be read, taken, and construed as one and the same instrument. This Supplement amends, modifies and supplemented the Indenture only in so far as it relates to the Transition Bonds.

SECTION 8. Counterparts. This Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

SECTION 9. Governing Law. This Supplement shall be GOVERNED BY AND construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the New York General Obligations Law AND SECTIONS 9-301 THROUGH 9-306 OF THE NY UCC), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws; provided that the creation, attachment and perfection of any liens created under the Indenture in Transition Property, and all rights and remedies of the Indenture Trustee and the Holders with respect to such Transition Property, shall be governed by the laws of the State of Texas.

SECTION 10. Issuer Obligation. No recourse may be taken directly or indirectly, by the Holders with respect to the obligations of the Issuer on the Transition Bonds, under the Indenture or under this Supplement or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Managers in their respective individual capacities, (ii) any owner of a beneficial interest in the Issuer (including ETI) or (iii) any shareholder, partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee, the Managers or any owner of a beneficial interest in the Issuer (including ETI) in its individual capacity, or of any successor or assign of any of them in their respective individual or corporate capacities, except as any such Person may have expressly agreed (it being understood that none of the Indenture Trustee, the Managers and ETI have any such obligations in their respective individual or corporate capacities).

SECTION 11. Application of Transition Bond Proceeds; Costs of Issuance Account. The proceeds of the Transition Bond Proceeds shall be applied to pay the costs of issuing the Transition Bonds and to purchase the Transition Property, as directed in an Officer's Certificate. The Indenture Trustee shall, pursuant to an Issuer Order, deposit the amounts directed to be applied to the payment of the costs of issuance into a segregated trust account (the "Costs of Issuance Account"). Amounts in the Costs of Issuance Account shall be applied from time to time as directed by an Officer's Certificate, to pay costs of issuing the Transition Bonds, and, upon payment of all such costs, for deposit into the General Subaccount and applied as a credit against Transition Charges as required by the Financing Order. Pending such application, amounts in the Costs of Issuance Account may be invested in the same manner and subject to the same restrictions as amounts in the General Subaccount, provided that any amount earned, or gains or losses, shall be credited to the Costs of Issuance Account.

IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Supplement to be duly executed by their respective officers thereunto duly authorized as of the first day of the month and year first above written.

	ENTERGY TEXAS RESTORATION FUNDING, LLC, as Issuer
	By: __________________________________ Name: Title:


	THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee

	By: __________________________________ Name: Title:

SCHEDULE A

Expected Amortization Schedule

Outstanding Principal Balance OF EACH TRANCHE

PAYMENT Date	Tranche	Tranche	Tranche
Closing Date	$	$	$
________ ___, 200_
________ ___, 200_
________ ___, 200_
________ ___, 200_

EXHIBIT C

SERVICING CRITERIA TO BE ADDRESSED

BY INDENTURE TRUSTEE IN ASSESSMENT OF COMPLIANCE

Reg AB Reference	Servicing Criteria	Applicable Indenture Trustee Responsibility
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two (2) business days following receipt, or such other number of days specified in the transaction agreements.	X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within thirty (30) calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within ninety (90) calendar days of their original identification, or such other number of days specified in the transaction agreements.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the SEC, are maintained in accordance with the transaction agreements and applicable SEC requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the SEC as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of pool assets serviced by the servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two (2) business days to the servicer's investor records, or such other number of days specified in the transaction agreements.	X
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.	X^*
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements.
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the servicer's obligor records maintained no more than two (2) business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.
1122(d)(4)(v)	The servicer's records regarding the pool assets agree with the servicer's records with respect to an obligor's unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within thirty (30) calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least thirty (30) calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two (2) business days to the obligor's records maintained by the servicer, or such other number of days specified in the transaction agreements.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

*With respect to its custodial functions relating to the Collection Account and the REP Deposit Account.

APPENDIX A

DEFINITIONS

This is Appendix A to the Indenture.

A. Defined Terms. As used in the Indenture, the Sale Agreement, the LLC Agreement, the Servicing Agreement, the Series Supplement or any other Basic Document as hereinafter defined, as the case may be (unless the context requires a different meaning), the following terms have the following meanings:

"Act" is defined in Section 10.03(a) of the Indenture.

"Actual TC Collections" means, with respect to Billed TCs in any Reconciliation Period, the amount of such Billed TCs (less the amounts held back under the Tariffs by an applicable REP to reflect potential write-offs calculated for such Reconciliation Period), as adjusted for actual system write-off percentages experienced in the Reconciliation Period.

"Administration Agreement" means the Administration Agreement, dated as of _____ __, 2009 by and between Entergy Texas and the Issuer, as the same may be amended, restated, supplemented or otherwise modified from time to time.

"Administration Fee" is defined in Section 2 of the Administration Agreement.

"Affiliate" means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Agency Office" means the office of the Issuer maintained pursuant to Section 3.02 of the Indenture.

"Amendatory Tariff" means a revision to service riders or any other notice filing filed with the PUCT in respect of a Tariff pursuant to a True-Up Adjustment.

"Annual Accountant's Report" is defined in Section 3.04 of the Servicing Agreement.

"Annual True-Up Adjustment" means each adjustment to the Transition Charges made pursuant to the terms of the related Tariff in accordance with Section 4.01(b)(i) of the Servicing Agreement.

"Annual True-Up Adjustment Date" means the first billing cycle of November of each year, commencing on October 29, 2010.

"Applicable REP" means, with respect to each Customer taking service from a REP, the REP, if any, responsible for billing and collecting all charges to such Customer, including the Transition Charges.

"Application" means the Application of ETI for a Financing Order to securitize qualified costs filed by Entergy Texas with the PUCT on July 16, 2009 pursuant to the Securitization Law.

"Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. 101 et seq.), as amended from time to time.

"Basic Documents" means the Indenture, the Administration Agreement, the Sale Agreement, the Certificate of Formation, the LLC Agreement, the Servicing Agreement, the Series Supplement, the Letter of Representations, the Underwriting Agreement and all other documents and certificates delivered in connection therewith.

"Benefit Plan" means, with respect to any Person, any defined benefit plan (as defined in Section 3(35) of ERISA) that (a) is or was at any time during the past six years maintained by such Person or any ERISA Affiliate of such person, or to which contributions by any such Person are or were at any time during the past six (6) years required to be made or under which such Person has or could have any liability or (b) is subject to the provisions of Title IV of ERISA.

"▇▇▇▇ of Sale" means a ▇▇▇▇ of sale substantially in the form of Exhibit A to the Sale Agreement.

"Billed TCs" is defined in Annex I to the Servicing Agreement.

"Billing Period" means the period created by dividing the calendar year into twelve (12) consecutive periods of approximately twenty-one (21) Servicer Business Days.

"Bills" means each of the regular monthly bills, summary bills, opening bills and closing bills issued to Customers by ETI or REPs or to REPs by ETI on its own behalf and in its capacity as Servicer.

"Book-Entry Form" means, with respect to any Transition Bond that such Transition Bond is not certificated and the ownership and transfers thereof shall be made through book entries by a Clearing Agency as described in Section 2.11 of the Indenture and the Series Supplement pursuant to which such Transition Bond was issued.

"Book-Entry Transition Bonds" means any Transition Bonds issued in Book-Entry Form; provided, however, that after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive Transition Bonds are to be issued to the Holder of such Transition Bonds, such Transition Bonds shall no longer be "Book-Entry Transition Bonds".

"Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions in Dallas, Texas or New York, New York are, or DTC is, authorized or obligated by law, regulation or executive order to remain closed.

"Calculation Period" means initially, the period commencing on the Closing Date and ending on the last day of the billing cycle of October, 2010 and, thereafter, each period of twelve (12) Collection Periods ending immediately preceding the next Annual True-Up Adjustment Date; provided, that, if an Interim True-Up Adjustment is required, then the Calculation Period for such Interim True-Up Adjustment shall mean the period of six (6) Collection Periods commencing with the period during which such Interim True-Up Adjustment is implemented and ending on the date immediately preceding the next Annual True-Up Adjustment Date; provided further, that, if a quarterly Interim True-Up Adjustment is required, then the Calculation Period for such quarterly Interim True-Up Adjustment shall mean the period of three (3) Collection Periods commencing with the period during which such quarterly Interim True-Up Adjustment is implemented and ending on the date immediately preceding the next quarterly Interim True-Up Adjustment Date.

"Capital Contribution" means the amount of cash contributed to the Issuer by ETI as specified in the LLC Agreement.

"Capital Subaccount" is defined in Section 8.02(a) of the Indenture.

"Certificate of Compliance" means the certificate referred to in Section 3.03 of the Servicing Agreement and substantially in the form of Exhibit B attached to the Servicing Agreement.

"Certificate of Formation" means the Certificate of Formation filed with the Secretary of State of the State of Delaware on August 12, 2009 pursuant to which the Issuer was formed.

"Claim" means a "claim" as defined in Section 101(5) of the Bankruptcy Code.

"Clearstream" means Clearstream Banking, Luxembourg, S.A.

"Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act.

"Clearing Agency Participant" means a securities broker, dealer, bank, trust company, clearing corporation or other financial institution or other Person for whom from time to time a Clearing Agency effects book entry transfers and pledges of securities deposited with the Clearing Agency.

"Closing Date" means [_____ __], 2009.

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

"Collection Account" means the account established by the Issuer and maintained by the Indenture Trustee in accordance with Section 8.02(a) of the Indenture and any subaccounts contained therein.

"Collection Period" means any period commencing on the first Servicer Business Day of any Billing Period and ending on the last Servicer Business Day of such Billing Period.

"Corporate Trust Office" means the principal office of the Indenture Trustee at which, at any particular time, its corporate trust business shall be administered, which office as of the Closing Date is located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust - ABS Group, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ or at such other address as the Indenture Trustee may designate from time to time by notice to the Holders of Transition Bonds and the Issuer, or the principal corporate trust office of any successor trustee by like notice.

"Covenant Defeasance Option" is defined in Section 4.01(b) of the Indenture.

"Customers" means all existing and future retail customers of ETI in the Service Area who are obligated to pay Transition Charges pursuant to the Financing Order or any Tariff.

"Daily Remittance" is defined in Section 6.11(a) of the Servicing Agreement.

"Days Sales Outstanding" is defined in Annex I to the Servicing Agreement.

"Default" means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default as defined in Section 5.01 of the Indenture.

"Definitive Transition Bonds" means Transition Bonds issued in definitive form in accordance with Section 2.13 of the Indenture.

"Delaware Financing Statements" means one or more Uniform Commercial Code financing statements to be filed in the appropriate filing office in the State of Delaware.

"Delaware UCC" means the Uniform Commercial Code as in effect on the date hereof in the State of Delaware.

"Depositing REP" means a REP who provides a cash deposit pursuant to Section 3.05(e) of the Servicing Agreement.

"DTC" means The Depository Trust Company or any successor thereto.

"Eligible Account" means a segregated non-interest-bearing trust account with either (a) an Eligible Institution or (b) the corporate trust department of a depository institution organized under the laws of the United States of America or any State (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution shall have a credit rating from each Rating Agency in one of its generic rating categories which such Rating Agency defines as investment grade from time to time. At the Closing Date, the lowest investment-grade rating is BBB- from Fitch, Baa3 from Moody's and BBB- from S&P.

"Eligible Institution" means:

(a) the corporate trust department of the Indenture Trustee or a subsidiary thereof, so long as any of the securities of the Indenture Trustee or a subsidiary thereof have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade; or

(b) a depository institution organized under the laws of the United States of America or any State (or any domestic branch of a foreign bank), which (i) has either (A) a short-term issuer rating of AAA by S&P and A2 by Moody's, and, if rated by Fitch, AAA by Fitch or (B) a long-term issuer rating of A-1+ by S&P and P-1 by Moody's or any other long-term or, short-term rating acceptable to the Rating Agencies and (ii) whose deposits are insured by the FDIC.

If so qualified under clause (b) above, the Indenture Trustee may be considered an Eligible Institution for the purposes of clause (a) of this definition.

"Eligible Investments" mean instruments or investment property, which shall not include any structured finance assets (including instruments commonly known as RMBS, CMBS or CDO's), which evidence:

(a) direct obligations of, or obligations fully and unconditionally guaranteed as to timely payment by, the United States of America;

(b) time deposits and certificates of deposit of depository institutions meeting the requirements of clause (b) of the definition of Eligible Institution;

(c) commercial paper (other than commercial paper of ETI or any of its Affiliates) having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies from which a rating is available in the highest investment category granted thereby;

(d) investments in money market funds having a rating in the highest investment category granted thereby (including funds for which the Indenture Trustee or any of its Affiliates is investment manager or advisor) from Moody's, Standard & Poor's and Fitch, if rated by Fitch; or

(e) any other investment permitted by each of the Rating Agencies;

in each case maturing not later than the Business Day immediately preceding the next Payment Date or Special Payment Date, if applicable (for the avoidance of doubt, investments in money market funds or similar instruments which are redeemable on demand shall be deemed to satisfy the foregoing requirement). Notwithstanding the foregoing, any securities or investments which mature in 32 days or more shall not be "Eligible Investments" unless the issuer thereof has a short-term issuer rating of at least A1 from Moody's and A+ from S&P, any securities or investments described in clauses (b) through (d) above which have maturities of less than or equal to 3 months shall not be "Eligible Investments" unless the issuer thereof has a short-term and long-term issuer debt rating of at least A1/P-1 from Moody's and any securities or investments described in clauses (b) through (d) above which have maturities of more than 3 months shall not be an "Eligible Investment" unless the issuer thereof has a long-term and short-term issuer rating of at least Aa3/P-1 from Moody's.

"Entergy Texas" or "ETI" means Entergy Texas, Inc. and its successor and assigns.

"ERCOT" means the Electric Reliability Council of Texas or any successor thereto.

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

"ERISA Affiliate" means with respect to any Person at any time, each trade or business (whether or not incorporated) that would, at that time, be treated together with such Person as a single employer under Section 401 of ERISA or Section 414(b), (c), (m) or (o) of the Code.

"Estimated TC Collections" means the sum of the payments in respect of Transition Charges which are estimated to have been received by the Servicer, directly or indirectly (including through a REP), from or on behalf of Customers, calculated in accordance with Annex I of the Servicing Agreement.

"Euroclear" means the Euroclear System.

"Event of Default" is defined in Section 5.01 of the Indenture.

"Excess Funds Subaccount" is defined in Section 8.02(a) of the Indenture.

"Excess Remittance" means the amount, if any, calculated for a particular Reconciliation Period, by which all Estimated TC Collections remitted to the Collection Account during such Reconciliation Period exceed Actual TC Collections received by the Servicer during such Reconciliation Period.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Expected Amortization Schedule" means, the expected amortization schedule set forth in the Series Supplement.

"FDIC" means the Federal Deposit Insurance Corporation or any successor thereto.

"Federal Book-Entry Regulations" means 31 C.F.R. Part 357 et seq. (Department of Treasury).

"Federal Book-Entry Securities" means securities issued in book-entry form by the United States Treasury.

"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to 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 for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Servicer from three (3) federal funds brokers of recognized standing selected by it.

"FERC" means the Federal Energy Regulatory Commission or any successor thereto.

"Final" means, with respect to any Financing Order, that such Financing Order has become final, is not being appealed and that the time for filing an appeal therefrom has expired.

"Final Maturity Date" means, with respect to any Tranche of Transition Bonds, the Final Maturity Date therefor, as specified in the Series Supplement.

"Financial Asset" means "financial asset" as set forth in Section 8-102(a)(9) of the NY UCC.

"Financing Order" means the Final Financing Order issued on September 11, 2009 by the PUCT pursuant to the Securitization Law, Docket No. 37247, authorizing the creation of the Transition Property pledged as collateral.

"Fitch" means Fitch, Inc. or any successor thereto.

"General Subaccount" is defined in Section 8.02(a) of the Indenture.

"Global Transition Bond" means a Transition Bond evidencing all or any part of the Transition Bonds to be issued to the Holders thereof in Book-Entry Form, which Global Transition Bond shall be issued to the Clearing Agency, or its nominee, in accordance with Section 2.11 of the Indenture and the Series Supplement pursuant to which the Transition Bond is issued.

"Governmental Authority" means any nation or government, any federal, state, local or other political subdivision thereof and any court, administrative agency or other instrumentality or entity exercising executive, legislative, judicial, regulatory or administrative function of government.

"Grant" means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, grant, transfer, create, and ▇▇▇▇▇ ▇ ▇▇▇▇ upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture and the Series Supplement. A Grant of the Transition Bond Collateral or of any other agreement or instrument included therein shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for payments in respect of the Transition Bond Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.

"Holder" or "Bondholder" means the Person in whose name a Transition Bond is registered on the Transition Bond Register.

"Indenture" means the Indenture, dated as of [_____ __,] 2009, by and between the Issuer and the Indenture Trustee as originally executed and, as from time to time supplemented or amended by the Series Supplement or one or more indentures supplemental thereto entered into pursuant to the applicable provisions of the Indenture, as so supplemented or amended, or both, and shall include the forms and terms of the Transition Bonds established thereunder.

"Indenture Trustee" means The Bank of New York Mellon, a New York banking corporation, as indenture trustee for the benefit of the Secured Parties, or any successor indenture trustee under the Indenture.

"Independent" means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Issuer, any other obligor on the Transition Bonds, the Seller, the Servicer and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director (other than as an independent director or manager) or person performing similar functions.

"Independent Certificate" means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 10.01 of the Indenture, made by an Independent appraiser or other expert appointed by an Issuer Order and consented to by the Indenture Trustee, and such opinion or certificate shall state that the signer has read the definition of "Independent" in the Indenture and that the signer is Independent within the meaning thereof.

"Independent Manager" is defined in Section 4.01 of the LLC Agreement.

"Independent Manager Fee" is defined in Section 4.01(a) of the LLC Agreement.

"Indirect Participant" means a securities broker, dealer, bank, trust company or other Person that clears through or maintains a custodial relationship with a Clearing Agency Participant, either directly or indirectly.

"Initial Tariff" means the initial Tariff filed with the PUCT to evidence the Transition Charges pursuant to the Financing Order.

"Insolvency Event" means, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person's affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

"Insolvency Law" means any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect.

"Interim True-Up Adjustment" means each adjustment to the Transition Charges made pursuant to the terms of the related Tariff and in accordance with Section 4.01(b)(iii) of the Servicing Agreement.

"Interim True-Up Adjustment Date" means the effective date of any Interim True-Up Adjustment.

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

"Internal Revenue Service" means the Internal Revenue Service of the United States of America.

"Investment Company Act" means the Investment Company Act of 1940, as amended.

"Investment Earnings" means investment earnings on funds deposited in the Collection Account net of losses and investment expenses.

"Issuance Advice Letter" means the Issuance Advice Letter filed with the PUCT pursuant to the Financing Order with respect to the Transition Charges.

"Issuer" means Entergy Texas Restoration Funding, LLC, a Delaware limited liability company, named as such in the Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Transition Bonds.

"Issuer Order" and "Issuer Request" mean a written order or request signed in the name of the Issuer by any one of its Responsible Officers and delivered to the Indenture Trustee or Paying Agent, as applicable.

"kWh" means kilowatt-hour.

"Legal Defeasance Option" is defined in Section 4.01(b) of the Indenture.

"Letter of Representations" means any applicable agreement between the Issuer and the applicable Clearing Agency, with respect to such Clearing Agency's rights and obligations (in its capacity as a Clearing Agency) with respect to any Book-Entry Transition Bonds, as the same may be amended, supplemented, restated or otherwise modified from time to time.

"Lien" means a security interest, lien, mortgage, charge, pledge, claim, equity or encumbrance of any kind.

"LLC Act" means the Delaware Limited Liability Company Act, as amended.

"LLC Agreement" means the Amended and Restated Limited Liability Company Agreement of Entergy Texas Restoration Funding, LLC, dated as of [_______] 2009, as the same may be amended, restated, supplemented or otherwise modified from time to time.

"Manager" means each manager of the Issuer under the LLC Agreement.

"Member" has the meaning specified in the first paragraph of the LLC Agreement.

"Minimum Denomination" means, with respect to any Transition Bond, the minimum denomination therefor specified in the Series Supplement, which minimum denomination shall be not less than $100,000, except for one transition bond of each tranche which may be of a smaller denomination, and, except as otherwise provided in the Series Supplement, integral multiples thereof.

"Monthly Servicer's Certificate" means a certificate, substantially in the form of Exhibit A to the Servicing Agreement, completed and executed by a Responsible Officer of the Servicer pursuant to Section 3.01(b)(iii) of the Servicing Agreement.

"Moody's" means ▇▇▇▇▇'▇ Investors Service, Inc. or any successor thereto.

"MWh" means megawatt-hour.

"Net TC Write-Offs" means, for any Reconciliation Period, an amount equal to the product of (i) the Net Write-Off Percentage for such period times (ii) total Billed TCs attributable to such Reconciliation Period.

"Net Write-Off Percentage" for any Reconciliation Period means the Servicer's actual system wide charge-off percentage, as adjusted for recoveries on previously written-off bills.

"Non-Standard True-Up Adjustment" means any special adjustment to the Transition Charges to reallocate the amounts of such Transition Charges among TC Customer Classes pursuant to the terms of the related Tariff under the heading "Non-Standard True-Up Procedure" and in accordance with Section 4.01(b)(ii) of the Servicing Agreement.

"Non-Standard True-Up Adjustment Date" means the earlier of (i) the date revised Transition Charges are approved and effective pursuant to a final order of the PUCT in the related Non-Standard True-Up Adjustment proceeding and (ii) the first billing cycle of November of the applicable year.

"Non-U.S. Holder" means a holder of Transition Bonds that is not a U.S. Holder, but does not include (i) an entity or arrangement treated as a partnership for U.S. federal income tax purposes, (ii) a former citizen of the United States or (iii) a former resident of the United States.

"Notice of Default" is defined in Section 5.01 of the Indenture.

"NY UCC" means the Uniform Commercial Code as in effect on the date hereof in the State of New York.

"Officer's Certificate" means a certificate signed by a Responsible Officer of the Issuer under the circumstances described in, and otherwise complying with, the applicable requirements of Section 10.01 of the Indenture, and delivered to the Indenture Trustee.

"Operating Expenses" means all unreimbursed fees, costs and expenses of the Issuer, including all amounts owed by the Issuer to the Indenture Trustee, or any Manager, the Servicing Fee, the Administration Fee, legal and accounting fees, Rating Agency fees, any franchise taxes owed on investment income in the Collection Account, and costs and expenses of the Issuer and (to the extent payable from Transition Charges under the Securitization Law) of ETI.

"Opinion of Counsel" means one or more written opinions of counsel who may, except as otherwise expressly provided in the Basic Documents, be employees of or counsel to the party providing such opinion of counsel, which counsel shall be reasonably acceptable to the party receiving such opinion of counsel, and shall be in form and substance reasonably acceptable to such party.

"Outstanding" means, as of the date of determination, all Transition Bonds theretofore authenticated and delivered under this Indenture except:

(a) Transition Bonds theretofore canceled by the Transition Bond Registrar or delivered to the Transition Bond Registrar for cancellation;

(b) Transition Bonds or portions thereof the payment for which money in the necessary amount has been theretofore irrevocably deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such Transition Bonds; and

(c) Transition Bonds in exchange for or in lieu of other Transition Bonds which have been issued pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Transition Bonds are held by a Protected Purchaser;

provided that in determining whether the Holders of the requisite Outstanding Amount of the Transition Bonds or any Tranche thereof have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Transition Bonds owned by the Issuer, any other obligor upon the Transition Bonds, the Member, the Seller, the Servicer or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Transition Bonds that the Indenture Trustee actually knows to be so owned shall be so disregarded. Transition Bonds so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee's right so to act with respect to such Transition Bonds and that the pledgee is not the Issuer, any other obligor upon the Transition Bonds, the Member, the Seller, the Servicer or any Affiliate of any of the foregoing Persons.

"Outstanding Amount" means the aggregate principal amount of all Transition Bonds or, if the context requires, all Transition Bonds of a Tranche, Outstanding at the date of determination.

"Paying Agent" means with respect to the Indenture, the Indenture Trustee and any other Person appointed as a paying agent for the Transition Bonds pursuant to the Indenture.

"Payment Date" means, with respect to any Tranche of Transition Bonds, the dates specified in the Series Supplement; provided that if any such date is not a Business Day, the Payment Date shall be the Business Day immediately succeeding such date.

"Periodic Billing Requirement" means, for any Calculation Period, the aggregate amount of Transition Charges calculated by the Servicer as necessary to be billed during such period in order to collect the Periodic Payment Requirement on or before the end of the Collection Period immediately preceding the next Annual True-Up Adjustment Date.

"Periodic Billing Requirement Allocation Factors" or "PBRAF" means, for any Calculation Period, the percentages of the Period Billing Requirement allocable to each Transition Charge rate class as established by the applicable Tariff.

"Periodic Interest" means, with respect to any Payment Date, the periodic interest for such Payment Date as specified in the Series Supplement.

"Periodic Payment Requirement" for any Calculation Period means the total dollar amount of TC Collections reasonably calculated by the Servicer in accordance with Section 4.01 of the Servicing Agreement as necessary to be received during such period (after giving effect to the allocation and distribution of amounts on deposit in the Excess Funds Subaccount at the time of calculation and which will be available for payments on the Transition Bonds at the end of such Calculation Period and including any shortfalls in the Periodic Payment Requirement for any prior Calculation Period) in order to ensure that, as of the last Payment Date occurring in such Calculation Period, (1) all accrued and unpaid interest on the Transition Bonds then due shall have been paid in full, (2) the Outstanding Amount of the Transition Bonds is equal to the Projected Unrecovered Balance, (3) the balance on deposit in the Capital Subaccount equals the aggregate Required Capital Level and (4) all other fees and expenses due and owing and required or allowed to be paid under Section 8.02 of the Indenture as of such date shall have been paid in full; provided that, with respect to any Annual True-Up Adjustment or Interim True-Up Adjustment occurring after the last Scheduled Final Payment Date for any Transition Bonds, the Periodic Payment Requirement shall be calculated to ensure that sufficient Transition Charges will be collected to retire such Transition Bonds in full as of the earlier of (x) the Payment Date preceding the next Annual True-Up Adjustment Date and (y) the Final Maturity Date for such Transition Bonds.

"Periodic Principal" means, with respect to any Payment Date, the excess, if any, of the Outstanding Amount of the Transition Bonds over the outstanding Projected Unrecovered Balance specified for such Payment Date on the Expected Amortization Schedule.

"Permitted Lien" means the Lien created by the Indenture.

"Permitted Successor" is defined in Section 5.02 of the Sale Agreement.

"Person" means any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.

"Predecessor Transition Bond" means, with respect to any particular Transition Bond, every previous Transition Bond evidencing all or a portion of the same debt as that evidenced by such particular Transition Bond, and, for the purpose of this definition, any Transition Bond authenticated and delivered under Section 2.06 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Transition Bond shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Transition Bond.

"Proceeding" means any suit in equity, action at law or other judicial or administrative proceeding.

"Projected Unrecovered Balance" means, as of any Payment Date, the projected outstanding principal amount of the Transition Bonds for such Payment Date set forth in the Expected Amortization Schedule.

"Protected Purchaser" has the meaning specified in Section 8-303 of the UCC.

"PUCT" means the Public Utility Commission of Texas, or any Governmental Authority succeeding to the duties of such agency.

"PUCT Regulations" means the regulations, including proposed or temporary regulations, promulgated under the Utilities Code.

"Qualified Costs" means all qualified costs as defined in Sections 39.302 and 36.403(d) of the Securitization Law.

"Rating Agency", with respect to any Tranche of Transition Bonds, means any of Moody's, Standard & Poor's or Fitch which provides a rating with respect to such Transition Bonds. If no such organization or successor is any longer in existence, "Rating Agency" shall be a nationally recognized statistical rating organization or other comparable Person designated by the Issuer, notice of which designation shall be given to the Indenture Trustee and the Servicer.

"Rating Agency Condition" means, with respect to any action, the notification in writing to each Rating Agency of such action, and written confirmation from Standard & Poor's to the Servicer, the Indenture Trustee and the Issuer that such action will not result in a suspension, reduction or withdrawal of the then current rating by such Rating Agency of any Tranche of Transition Bonds.

"Reconciliation Period" means, with respect to any Collection Period, the twelve-month period ending the last day of such Collection Period preceding the delivery of the Monthly Servicer's Certificate required under Section 6(e)(i) of Annex I to the Servicing Agreement; provided, that the initial Reconciliation Period shall commence on the Closing Date and that a shorter Reconciliation Period may be established pursuant to Section 8.01(b) of the Servicing Agreement.

"Record Date" means, with respect to a Payment Date, in the case of Definitive Transition Bonds, the close of business on the last day of the calendar month preceding the calendar month in which such Payment Date occurs, and in the case of Book-Entry Transition Bonds, the close of business one Business Day prior to the applicable Payment Date.

"Registered Holder" means the Person in whose name a Transition Bond is registered on the Transition Bond Register.

"Registration Statement" means the registration statement, Form S-3 Registration Nos. 333-161911 and No. ▇▇▇-▇▇▇▇▇▇-▇▇, filed with the SEC under the Securities Act relating to the offering and sale of the Transition Bonds, and including all amendments thereto.

"Regulation AB" means the rules of the SEC promulgated under Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. 229.1100-229.1123, as such may be amended from time to time.

"Remittance Requirement" means, with respect to any Third-Party Collector, the requirement that such Third-Party Collector remit Transition Charges to the Servicer within a prescribed number of days of billing by the Servicer in accordance with, if applicable, the Financing Order, Tariffs, other tariffs and any other PUCT Regulations.

"Remittance Shortfall" means the amount, if any, calculated for a particular Reconciliation Period, by which Actual TC Collections received by the Servicer during such Reconciliation Period exceed all Estimated TC Collections remitted to the Collection Account during such Reconciliation Period.

"REP" means a retail electric provider as defined in Section 31.002(17) of the Utilities Code and shall include any REP that acts as the provider of last resort.

"REP Credit Requirements" means the credit and collection policies applicable to REPs under the Financing Order, Tariffs and other PUCT Regulations.

"REP Deposit Accounts" is defined in Section 8.02(g) of the Indenture.

"REP Deposit Requirements" means the deposit, credit rating and alternative credit support requirements applicable to REPs under the Financing Order, Tariffs and other PUCT Regulations.

"Required Capital Level" means, with respect to the Transition Bonds, an amount equal to 0.50% of the initial principal amount of the Transition Bonds, or such other amount as may be permitted or required under the Financing Order and applicable Internal Revenue Service rulings, deposited into the Capital Subaccount by the Member prior to or upon the issuance of the Transition Bonds.

"Requirement of Law" means any foreign, federal, state or local laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any Governmental Authority or common law.

"Responsible Officer" means with respect to (a) the Issuer, any Manager or any duly authorized officer; (b) the Indenture Trustee, any officer within the Corporate Trust Office of such trustee (including the President, any Vice President, Assistant Vice President, Secretary or Assistant Treasurer, Trust Officer or any other officer of the Indenture Trustee customarily performing functions similar to those performed by persons who at the time shall be such officers, respectively, and that has direct responsibility for the administration of the Indenture and also, with respect to a particular matter, any other officer to whom such matter is referred to because of such officer's knowledge and familiarity with the particular subject); (c) any corporation (other than the Indenture Trustee), the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Assistant Treasurer or any other duly authorized officer of such Person who has been authorized to act in the circumstances; (d) any partnership, any general partner thereof; and (e) any other Person (other than an individual or the Indenture Trustee), any duly authorized officer or member of such Person, as the context may require, who is authorized to act in matters relating to such Person.

"Restricted Plan" means (a) an "employee benefit plan" as defined in and subject to Title I of ERISA, (b) a "plan" as defined in and subject to Section 4975 of the Code, (c) an entity whose underlying assets include the assets of such employee benefit plan or plan or (d) a governmental or church plan which is subject to any federal, state or local law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code.

"Retirement of the Transition Bonds" means any day on which the final distribution is made to the Indenture Trustee in respect of the last Outstanding Transition Bonds.

"Sale Agreement" means the Transition Property Purchase and Sale Agreement, dated as of ______ __, 2009, by and between Entergy Texas and the Issuer, as the same may be amended, restated, supplemented or otherwise modified from time to time.

"Scheduled Final Payment Date" means, with respect to each Tranche of Transition Bonds, the date when all interest and principal is scheduled to be paid with respect to that Tranche in accordance with the Expected Amortization Schedule, as specified in the Series Supplement therefor. For the avoidance of doubt, the Scheduled Final Payment Date with respect to any Tranche shall be the last Scheduled Payment Date set forth in the Expected Amortization Schedule relating to such Tranche.

"Scheduled Payment Date" is defined in the Series Supplement with respect to each Tranche of Transition Bonds.

"SEC" means the U.S. Securities and Exchange Commission.

"Secretary of State" means the Secretary of State of the State of Delaware or the Secretary of State of the State of Texas, as the case may be, or any Governmental Authority succeeding to the duties of such offices.

"Secured Obligations" is defined in the Series Supplement.

"Secured Parties" means, with respect to the Transition Bonds, the Indenture Trustee, the relevant Bondholders and any credit enhancer described in the Series Supplement.

"Securities Account" means the Collection Account (to the extent it constitutes a securities account as defined in the NY UCC and Federal Book-Entry Regulations).

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Intermediary" means The Bank of New York Mellon, a New York banking corporation, solely in the capacity of a "securities intermediary" as defined in the NY UCC and Federal Book-Entry Regulations or any successor securities intermediary under the Indenture.

"Securitization Law" means S.B. 769, effective April 2009, codified as Sections 36.401-36.406 of Subchapter I of Chapter 36 of the Texas Utilities Code, together with Subchapter G of Chapter 39 of the Texas Utilities Code, Sections 39.301-39.313.

"Security Entitlement" means "security entitlement" (as defined in Section 8-102(a)(17) of the NY UCC) with respect to Financial Assets now or hereafter credited to the Securities Account and, with respect to Federal Book-Entry Regulations, with respect to Federal Book-Entry Securities now or hereafter credited to the Securities Account, as applicable.

"Seller" is defined in the Preamble to the Sale Agreement.

"Semi-Annual Servicer's Certificate" means a certificate, substantially in the form of Exhibit B to the Servicing Agreement, completed and executed by a Responsible Officer of the Servicer pursuant to Section 4.01(c)(ii) of the Servicing Agreement.

"Series Supplement" means an indenture supplemental to the Indenture that authorizes the issuance of the Transition Bonds, a form of which is attached as Exhibit B to the Indenture.

"Service Area" means Entergy Texas' certificated service area as it existed on September 11, 2009.

"Servicer" means Entergy Texas, as Servicer under the Servicing Agreement, or any successor Servicer to the extent permitted under the Servicing Agreement.

"Servicer Business Day" means any day other than a Saturday, Sunday or holiday on which the Servicer maintains normal office hours and conducts business.

"Servicer Default" is defined in Section 7.01 of the Servicing Agreement.

"Servicing Agreement" means the Transition Property Servicing Agreement, dated as of _____ __, 2009, by and between the Issuer and Entergy Texas, as the same may be amended, restated, supplemented or otherwise modified from time to time.

"Servicing Fee" means the fee payable to the Servicer on each Payment Date for services rendered during the period from, but not including, the preceding Payment Date (or from the Closing Date in the case of the first Payment Date) to and including the current Payment Date, determined pursuant to Section 6.06 of the Servicing Agreement.

"Servicing Standard" means the obligation of the Servicer to calculate, apply, remit and reconcile proceeds of the Transition Property, including TC Payments, and all other Transition Bond Collateral for the benefit of the Issuer and the Holders (i) with the same degree of care and diligence as the Servicer applies with respect to payments owed to it for its own account, (ii) in accordance with all applicable procedures and requirements established by the PUCT for collection of electric utility tariffs and (iii) in accordance with the other terms of the Servicing Agreement.

"Special Member" is defined in Section 1.02 of the LLC Agreement.

"Special Payment" means with respect to any Tranche of Transition Bonds, any payment of principal of or interest on (including any interest accruing upon default), or any other amount in respect of, the Transition Bonds of such Tranche that is not actually paid within five (5) days of the Payment Date applicable thereto.

"Special Payment Date" means the date on which a Special Payment is to be made by the Indenture Trustee to the Holders.

"Special Record Date" means with respect to any Special Payment Date, the close of business on the fifteenth (15^th) day (whether or not a Business Day) preceding such Special Payment Date.

"Sponsor" means Entergy Texas, in its capacity as "sponsor" of the Transition Bonds within the meaning of Regulation AB.

"Standard & Poor's or S&P" means Standard & Poor's Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or any successor thereto.

"State" means any one of the fifty states of the United States of America or the District of Columbia.

"State Pledge" means the pledge of the State of Texas as set forth in Section 39.310 of the Securitization Law.

"Subaccounts" is defined in Section 8.02(a) of the Indenture.

"Successor Servicer" is defined in Section 3.07(e) of the Indenture.

"Tariff" means any rate tariff filed with the PUCT pursuant to the Securitization Law to evidence the Transition Charges.

"TC Collections" means the Transition Charges received by the Servicer to be remitted to the Collection Account.

"TC Customer Class" means each customer class identified as a separate rate class in any Tariff.

"TC Payments" means the payments made by Customers based on the Transition Charges.

"Temporary Transition Bonds" means Transition Bonds executed by the Issuer, and upon the receipt of an Issuer Order, authenticated and delivered by the Indenture Trustee pending the preparation of Definitive Transition Bonds pursuant to Section 2.04 of the Indenture.

"Termination Notice" is defined in Section 7.01 of the Servicing Agreement.

"Texas UCC" means the Uniform Commercial Code as in effect on the date hereof in the State of Texas.

"Third-Party Collector" means each third party, including each REP, which, pursuant to any Tariff, any other tariffs filed with the PUCT, or any agreement with ETI, is obligated to ▇▇▇▇, pay or collect Transition Charges.

"Tranche" means, with respect to the Transition Bonds, any one of the tranches of the Transition Bonds.

"Transition Bonds" means the Transition Bonds authorized by the Financing Order and issued under the Indenture.

"Transition Bond Collateral" has the meaning specified in the preamble of the Indenture.

"Transition Bond Interest Rate" means, with respect to any Tranche of Transition Bonds, the rate at which interest accrues on the Transition Bonds of such Tranche, as specified in the Series Supplement.

"Transition Bond Register" means the register maintained pursuant to Section 2.05 of the Indenture, providing for the registration of the Transition Bonds and transfers and exchanges thereof.

"Transition Bond Registrar" means the registrar at any time of the Transition Bond Register, appointed pursuant to Section 2.05 of the Indenture.

"Transition Charges" means any transition charges as defined in Sections 39.302(7) and 36.403(f) of the Securitization Law authorized pursuant to the Financing Order.

"Transition Property" means all transition property as defined in Section 39.302(8) of the Securitization Law created in favor of the Issuer pursuant to the Financing Order, including the right to impose, collect and receive the Transition Charges authorized in the Financing Order, and sold or otherwise conveyed to the Issuer under the Sale Agreement. As used in the Basic Documents, unless the context requires otherwise, the term "Transition Property" when used with respect to ETI includes the contract rights of ETI that exist prior to the time that such rights are first transferred in connection with the issuance of the Transition Bonds, at which time they become transition property in accordance with Section 39.304 of the Securitization Law.

"Transition Property Notices" means transition property notices filed with the Secretary of State of the State of Texas pursuant to Section 39.309 of the Securitization Law.

"Transition Property Records" is defined in Section 5.01 of the Servicing Agreement.

"Treasury Regulations" means the regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

"True-Up Adjustment" means any Annual True-Up Adjustment, Interim True-Up Adjustment or Non-Standard True-Up Adjustment, as the case may be.

"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force on the Closing Date, unless otherwise specifically provided.

"UCC" means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended from time to time.

"Underwriters" means the underwriters who purchase Transition Bonds of any Tranche from the Issuer and resell such Transition Bonds in a public offering.

"Underwriting Agreement" means the Underwriting Agreement, dated _____ __, 2009, by and among Entergy Texas, the Underwriters and the Issuer, as the same may be amended, supplemented or modified from time to time.

"Unrecovered Balance" means, as of any Payment Date, the sum of the Outstanding Amount of the Transition Bonds less the amount in the Excess Funds Subaccount available to make principal payments on the Transition Bonds.

"Utilities Code" means the Texas Utilities Code, as amended from time to time.

"U.S. Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the option of the issuer thereof.

B. Other Terms. All accounting terms not specifically defined herein shall be construed in accordance with United States generally accepted accounting principles. To the extent that the definitions of accounting terms in any Basic Document are inconsistent with the meanings of such terms under generally accepted accounting principles or regulatory accounting principles, the definitions contained in such Basic Document shall control. As used in the Basic Documents, the term "including" means "including without limitation," and other forms of the verb "to include" have correlative meanings. All references to any Person shall include such Person's permitted successors.

C. Computation of Time Periods. Unless otherwise stated in any of the Basic Documents, as the case may be, in the computation of a period of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding".

D. Reference; Captions. The words "hereof", "herein" and "hereunder" and words of similar import when used in any Basic Document shall refer to such Basic Document as a whole and not to any particular provision of such Basic Document; and references to "Section", "subsection", "Schedule" and "Exhibit" in any Basic Document are references to Sections, subsections, Schedules and Exhibits in or to such Basic Document unless otherwise specified in such Basic Document. The various captions (including the tables of contents) in each Basic Document are provided solely for convenience of reference and shall not affect the meaning or interpretation of any Basic Document.

E. The definitions contained in this Appendix A are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter forms of such terms.

Entergy Texas Restoration Funding, LLC, Issuer, and THE BANK OF NEW YORK MELLON, Indenture Trustee and Securities Intermediary INDENTURE Dated as of _____ , 2009

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Entergy Texas Restoration Funding, LLC, Issuer, and THE BANK OF NEW YORK MELLON, Indenture Trustee and Securities Intermediary INDENTURE Dated as of _______ __, 2009

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Entergy Texas Restoration Funding, LLC, Issuer, and THE BANK OF NEW YORK MELLON, Indenture Trustee and Securities Intermediary INDENTURE Dated as of _____ , 2009