Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
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[X]
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
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EXCHANGE
ACT OF 1934
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For
the fiscal year ended December 31,
2009
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Or
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[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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For
the transition period from __________________________ to __________________________
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Commission
File Number of issuing entity: 333-161911-01
ENTERGY TEXAS RESTORATION FUNDING,
LLC
(Exact
name of issuing entity as specified in its
charter)
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ENTERGY TEXAS,
INC.
(Exact
name of depositor and sponsor as specified in its charter)
Commission
File Number of depositor: 000-53134
Delaware
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27-0727900
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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Capital
Center
919
Congress Avenue, Suite 840-C
Austin,
Texas 78701
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(Address
of principal executive offices)
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Registrant's
telephone number, including area code: (512)
487-3982
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Securities
registered pursuant to Section 12(b) of the
Act: None
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Securities
registered pursuant to Section 12(g) of the
Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer as defined
in Rule 405 of the Regulations Act.
[
] Yes [X] No
Indicate
by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act.
[
] Yes [X] No
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Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
[X] Yes [
] No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). Yes
[X] No [ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.
[ ] Large
accelerated filer [
] Accelerated filer [X] Non-accelerated filer
[ ]
Smaller reporting company
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
[
] Yes [X] No
The
registrant does not have any voting or non-voting common equity held by
non-affiliates.
Documents
incorporated by reference: None.
Part I
Item
1. Business.
Omitted
pursuant to General Instruction J of Form 10-K.
Item
1A. Risk Factors.
Omitted
pursuant to General Instruction J of Form 10-K.
Item
1B. Unresolved Staff Comments.
None.
Item
2. Properties.
Omitted
pursuant to General Instruction J of Form 10-K.
Item
3. Legal Proceedings.
Omitted
pursuant to General Instruction J of Form 10-K.
Item
4. Submission of Matters to a Vote of Security
Holders.
Omitted pursuant to
General Instruction J of Form 10-K.
Part
II
Item
5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Omitted
pursuant to General Instruction J of Form 10-K.
Item
6. Selected Financial Data.
Omitted
pursuant to General Instruction J of Form 10-K.
Item
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Omitted
pursuant to General Instruction J of Form 10-K.
Item
7A. Quantitative and Qualitative Disclosures about Market
Risk.
Omitted
pursuant to General Instruction J of Form 10-K.
Item
8. Financial Statements and Supplementary Data.
Omitted
pursuant to General Instruction J of Form 10-K.
Item
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures.
Omitted
pursuant to General Instruction J of Form 10-K.
Item
9A. Controls and Procedures.
Omitted
pursuant to General Instruction J of Form 10-K.
Item
9B. Other Information.
None.
PART
III
Item
10. Directors and Executive Officers of the
Registrant.
Omitted
pursuant to General Instruction J of Form 10-K.
Item
11. Executive Compensation.
Omitted
pursuant to General Instruction J of Form 10-K.
Item 12. Security
Ownership of Certain Beneficial Owners and Management.
None.
Item
13. Certain Relationships and Related Transactions, and
Director Independence.
None.
Item
14. Principal Accountant Fees and Services.
Omitted
pursuant to General Instruction J of Form 10-K.
PART IV
Item 15. Exhibits, Financial
Statement Schedules.
(a) Documents filed as a part of this
report:
1.
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Financial
Statements.
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Not
applicable.
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2.
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Financial
Statement Schedules.
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Not
applicable.
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3.
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Exhibits
required by Item 601 of Regulation S-K (exhibits marked with an asterisk
are filed herewith and the others are incorporated by
reference):
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3.1
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Certificate
of Formation of Entergy Texas Restoration Funding, LLC (the “Issuing
Entity”) filed with the Delaware Secretary of State on August 12,
2009.
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3.2
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Amended
and Restated Limited Liability Company Agreement of the Issuing Entity
dated as of October 16, 2009.
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4.1
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Indenture
dated as of November 6, 2009 between the Issuing Entity and The Bank of
New York Mellon providing for the issuance of Senior Secured Transition
Bonds.
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4.2
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Form
of Senior Secured Transition Bonds.
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*
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31.1
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Certification
pursuant to Rule 13a-14(d)/15d-14(d).
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33.1
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Report
on assessment of compliance with servicing criteria for asset-backed
securities for Entergy Texas, Inc.
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33.2
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Assertion
of compliance with applicable servicing criteria for The Bank of New York
Mellon.
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34.1
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Attestation
report on assessment of compliance with servicing criteria for
asset-backed securities of Deloitte & Touche LLP on behalf of Entergy
Texas, Inc.
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*
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34.2
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Attestation
report on assessment of compliance with servicing criteria for
asset-backed securities of KPMG LLP on behalf of The Bank of New York
Mellon.
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*
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35.1
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Servicer
compliance statement.
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99.1
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Transition
Property Servicing Agreement dated as of November 6, 2009 between the
Issuing Entity and Entergy Texas, Inc., as servicer.
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99.2
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Transition
Property Purchase and Sale Agreement dated as of November 6, 2009 between
the Issuing Entity and Entergy Texas, Inc., as seller.
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99.3
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Administration
Agreement, dated as of November 6, 2009 between the Issuing Entity and
Entergy Texas, Inc., as administrator.
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(b) Exhibits required by this Form
and Item 601 of Regulation S-K (exhibits marked with an asterisk are filed
herewith):
3.1 Certificate
of Formation of the Issuing Entity filed with the Delaware Secretary of State on
August 12, 2009 (incorporated by reference to exhibit 3.3 included as an exhibit
to the Issuing Entity’s Form S-3/A dated October 20, 2009).
3.2 Amended
and Restated Limited Liability Company Agreement of the Issuing Entity dated as
of October 16, 2009 (incorporated by reference to exhibit 3.4 included as an
exhibit to the Issuing Entity’s Form S-3/A dated October 20, 2009).
4.1 Indenture
dated as of November 6, 2009 between the Issuing Entity and The Bank of New York
Mellon providing for the issuance of Senior Secured Transition Bonds
(incorporated by reference to the exhibit with the same numerical designation
included as an exhibit to the Issuing Entity’s Report on Form 8-K dated November
10, 2009).
4.2 Form
of Senior Secured Transition Bonds (included as Exhibit A to the Indenture filed
as Exhibit 4.1) (incorporated by reference to exhibit 4.1 included as an exhibit
to the Issuing Entity’s Report on Form 8-K dated November 10,
2009).
*31.1 Certification
pursuant to Rule 13a-14(d)/15d-14(d).
*33.1 Report
on assessment of compliance with servicing criteria for asset-backed securities
for Entergy Texas, Inc.
*33.2 Assertion
of compliance with applicable servicing criteria for The Bank of New York
Mellon.
*34.1 Attestation
report on assessment of compliance with servicing criteria for asset-backed
securities of Deloitte & Touche LLP on behalf of Entergy Texas,
Inc.
*34.2
Attestation report on assessment of compliance with servicing criteria for
asset-backed securities of KPMG LLP on behalf of The Bank of New York
Mellon.
*35.1 Servicer
compliance statement.
99.1 Transition
Property Servicing Agreement dated as of November 6, 2009 between the Issuing
Entity and Entergy Texas, Inc., as servicer (incorporated by reference to
exhibit 99.1 included as an exhibit to the Issuing Entity's Report on Form 8-K
dated November 10, 2009).
99.2 Transition
Property Purchase and Sale Agreement dated as of November 6, 2009 between the
Issuing Entity and Entergy Texas, Inc., as seller (incorporated by reference to
exhibit 99.2 included as an exhibit to the Issuing Entity’s Report on Form 8-K
dated November 10, 2009).
99.3 Administration
Agreement dated as of November 6, 2009 between the Issuing Entity and Entergy
Texas, Inc., as administrator (incorporated by reference to exhibit 99.3
included as an exhibit to the Issuing Entity’s Report on Form 8-K dated November
10, 2009).
(c) Not
applicable.
Item
1112(b). Significant Obligors of Pool Assets.
None.
Item 1114(b)(2). Credit Enhancement
and Other Support, Except for Certain Derivatives
Instruments.
None.
Item 1115(b). Certain Derivatives
Instruments.
None.
Item 1117. Legal
Proceedings.
None.
Item 1119. Affiliations and Certain
Relationships and Related Transactions.
The
Company is a wholly-owned subsidiary of Entergy Texas, Inc.
Item
1122. Compliance with Applicable Servicing Criteria.
See
Exhibits 33 and 34 under Item 15. The Report on Assessment of Compliance With
Servicing Criteria for Asset-Backed Securities and the related attestation
report for The Bank of New York Mellon (and certain of its affiliates) included
as Exhibits 33.2 and 34.2, respectively, to this Form 10-K identified material
instances of noncompliance with the servicing criteria set forth in Item
1122(d)(2)(i) of Regulation AB with respect to The Bank of New York Mellon’s
servicing platform. Specifically, during the reporting period covered
by this Form 10-K, certain payments on pool assets were not deposited into the
appropriate segregated custodial bank account within the time frame required by
the related transaction documents. The segregated account for each
specified series of securities was in existence prior to the time the deposits
were to be made into such account but such account was not utilized in all
instances by The Bank of New York Mellon.
Item
1123 Servicer Compliance Statement.
See
Exhibit 35.1 under Item 15.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, this 29th day of March,
2010.
ENTERGY
TEXAS RESTORATION FUNDING, LLC
(Issuing
Entity)
By: Entergy Texas, Inc., as servicer
/s/
Theodore H. Bunting,
Jr
.
Name: Theodore H. Bunting, Jr.
Title:
Senior Vice President and
Chief Accounting Officer
(Senior officer in charge of the
servicing
function of the servicer)
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SUPPLEMENTAL
INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE
ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12
OF THE ACT.
No such
annual report, proxy statement, form of proxy or other soliciting material has
been sent to its Noteholders. The registrant will not be sending an
annual report or proxy material to its Noteholders subsequent to the filing of
this form.
EXHIBIT INDEX
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31.1 Certification
pursuant to Rule 13a-14(d)/15d-14(d)
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33.1 Report on assessment of compliance with
servicing criteria for asset-backed securities for Entergy Texas,
Inc.
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33.2 Assertion of
compliance with applicable servicing criteria for The Bank of New York
Mellon.
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34.1 Attestation report on assessment of
compliance with servicing criteria for asset-backed securities of Deloitte &
Touche LLP on behalf of Entergy Texas, Inc.
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34.2 Attestation report
on assessment of compliance with servicing criteria for asset-backed securities
of KPMG LLP on behalf of The Bank of New York Mellon.
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35.1 Servicer compliance
statement.