UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
In the Matter of
SYSTEM ENERGY RESOURCES, INC. CERTIFICATE
PURSUANT TO
File No. 70-8511 RULE 24
(Public Utility Holding Company
Act of 1935)
This is to certify, pursuant to Rule 24 under the
Public Utility Holding Company Act of 1935, as amended, that the
transaction described below, which was proposed, among others, by
System Energy Resources, Inc. ("Company") in the Application-
Declaration on Form U-1, as amended, in the above File
("Application-Declaration"), has been carried out in accordance
with the terms and conditions of, and for the purposes
represented by the Application-Declaration and pursuant to the
Orders of the Securities and Exchange Commission dated May 9,
1995 (Release No. 35-26287), August 18, 1995 (Release No. 35-
26358) and August 27, 1996 (Release No. 35-26561) with respect
thereto.
On August 29, 1996, the Company issued and sold by
negotiated public offering to Bear, Stearns & Co. Inc. and Morgan
Stanley & Co. Incorporated, as underwriters, $45 million in
aggregate principal amount of the Company's 7.80% Debentures due
August 1, 2000 (the "Debentures"), issued pursuant to the
Indenture (for Unsecured Debt Securities) dated as of September
1, 1995 (the "Indenture") between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), as trustee (the
"Trustee"), and an Officer's Certificate dated August 26, 1996
(the "Officer's Certificate"), establishing the terms of said
series of Debentures.
Exhibits.
*Exhibit B-10(a) - Conformed copy of Indenture between the
Company and the Trustee (filed as Exhibit B-
10(a) in Rule 24 Certificate dated October
20, 1996 in File No. 70-8511).
Exhibit B-10(c) - Conformed copy of Officer's Certificate
establishing terms of Debentures.
Exhibit B-12(b) - Conformed copy of Underwriting Agreement for
sale of the Debentures.
Exhibit F-1(f) - Post-effective opinion of Ann G. Roy,
Associate Counsel, Entergy Services, Inc.,
counsel to System Energy.
Exhibit F-2(f) - Post-effective opinion of Reid & Priest LLP.
*Exhibit C-2(a) - Copy of Prospectus Supplement used in
connection with the sale of the Debentures
(previously filed in 333-06717) and
incorporated herein by reference).
* Incorporated by referenced as herein indicated.
IN WITNESS WHEREOF, the Company has caused this
certificate to be executed this 9th day of September, 1996.
SYSTEM ENERGY RESOURCES, INC.
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Exhibit B-10(c)
SYSTEM ENERGY RESOURCES, INC.
OFFICER'S CERTIFICATE
Reference is made to the Indenture (for Unsecured Debt
Securities) dated as of September 1, 1995, as supplemented (the
"Indenture"), from System Energy Resources, Inc. (the "Company")
to The Chase Manhattan Bank (formerly known as Chemical Bank), as
Trustee (the "Trustee"). Capitalized terms used herein without
being defined shall have the meanings set forth in the Indenture.
Pursuant to (i) authority granted in certain Board
Resolutions adopted on May 13, 1996, and (ii) Section 301 of the
Indenture, the undersigned William J. Regan, Jr., Vice President
and Treasurer of the Company, does hereby certify as follows:
1. The securities of the second series to be issued under
the Indenture shall be designated "7.80% Debentures due
August 1, 2000" (the "Debentures of the Second
Series");
2. The Debentures of the Second Series shall be limited in
aggregate principal amount to $45,000,000 at any time
Outstanding;
3. The Debentures of the Second Series shall mature and
the principal shall be due and payable together with
all accrued and unpaid interest thereon on August 1,
2000;
4. The Debentures of the Second Series shall bear interest
from August 29, 1996, at the rate of 7.80% per annum
payable semiannually, on August 1 and February 1 of
each year (each an "Interest Payment Date") commencing
Februrary 1, 1997. Interest on the Debentures of the
Second Series will accrue from August 29, 1996 to the
first Interest Payment Date, and thereafter will
accrue, from the last Interest Payment Date to which
interest has been paid or duly provided for. No
interest will accrue on the Debentures of the Second
Series with respect to the day on which the Debentures
of the Second Series mature. In the event that any
Interest Payment Date is not a Business Day, then
payment of interest payable on such date will be made
on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of
such delay) with the same force and effect as if made
on the Interest Payment Date. Interest on any overdue
principal will accrue at the same rate as the interest
rate on the Debentures of the Second Series set forth
above, but interest will not accrue on overdue
installments of interest on the Debentures of the
Second Series;
5. Each installment of interest on a Debenture of the
Second Series shall be payable to the Person in whose
name such Debenture of the Second Series is registered
at the close of business on the July 15 or January 15
next preceding the corresponding Interest Payment Date
(the "Regular Record Date") for the Debentures of the
Second Series. Any installment of interest on the
Debentures of the Second Series not punctually paid or
duly provided for shall forthwith cease to be payable
to the Holders of such Debentures of the Second Series
on such Regular Record Date, and may be paid to the
Persons in whose name the Debentures of the Second
Series are registered at the close of business on a
Special Record Date to be fixed by the Trustee for the
payment of such Defaulted Interest, notice whereof
shall be given to the Holders of the Debentures of the
Second Series not less than 10 days prior to such
Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the
requirements of any securities exchange on which the
Debentures of the Second Series may be listed, and upon
such notice as may be required by such exchange, all as
more fully provided in the Indenture;
6. Subject to paragraph 8 below, the principal and each
installment of interest on the Debentures of the Second
Series shall be payable at, and registration of
transfer, exchanges, and notices and demands to or upon
the Company in respect of the Debentures of the Second
Series may be effected or served at, the office or
agency of the Company in The City of New York. The
Trustee will be initially the agency of the Company for
the foregoing purposes and the Paying Agent and the
Security Registrar for the Debentures of the Second
Series;
7. The Debentures of the Second Series will not be
redeemable prior to maturity;
8. The Debentures of the Second Series will be originally
issued in global form payable to Cede & Co., as the
nominee of The Depository Trust Company, and will,
unless and until the Debentures of the Second Series
are exchanged in whole or in part for certificated
Debentures of the Second Series registered in the names
of the various beneficial holders thereof (in
accordance with the conditions set forth in the legend
appearing in the form of the Debentures of the Second
Series, hereto attached as Exhibit A), contain
restrictions on transfer, substantially as described in
such form. For so long as the Debentures of the Second
Series are registered in the name of Cede & Co., the
principal and each installment of interest due on the
Debentures of the Second Series will be payable by the
Paying Agent to The Depository Trust Company for
payment to its participants for subsequent disbursement
to the beneficial holders thereof.
9. The Debentures of the Second Series shall have such
other terms and provisions as are provided in the form
set forth in Exhibit A hereto, and shall be issued in
substantially such form;
10. The undersigned has read all of the covenants or
conditions contained in Sections 102, 201, 301 and 303
of the Indenture relating to the authentication and
delivery of the Debentures of the Second Series and the
definitions in the Indenture relating thereto;
11. The statements contained in this certificate are
based upon the familiarity of the undersigned with the
Indenture, the documents accompanying this certificate,
and upon discussions by the undersigned with officers
and employees of the Company familiar with the matters
set forth herein;
12. In the opinion of the undersigned, he has made
such examination or investigation as is necessary to
express an informed opinion as to whether or not such
covenants or conditions have been complied with; and
13. In the opinion of the undersigned, such covenants
or conditions have been complied with.
IN WITNESS WHEREOF, I have executed this Officer's
Certificate this 26th day of August, 1996.
/s/William J. Regan, Jr.
Name: William J. Regan, Jr.
Title: Vice President and Treasurer
Exhibit B-12(b)
SYSTEM ENERGY RESOURCES, INC.
$45,000,000
7.80% Debentures due August 1, 2000
UNDERWRITING AGREEMENT
August 26, 1996
Bear, Stearns & Co. Inc.
Morgan Stanley & Co. Incorporated
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Ladies & Gentlemen:
The undersigned, System Energy Resources, Inc., an
Arkansas corporation (the "Company"), proposes to issue and sell
severally to you, as underwriters (the "Underwriters," which
term, when the context permits shall also include any
underwriters substituted as hereinafter in Section 11 provided)
an aggregate of $45,000,000 principal amount of the Company's
7.80% Debentures due August 1, 2000 (the "Debentures"), as
follows:
SECTION 1. Purchase and Sale. On the basis of the
representations and warranties herein contained, and subject to
the terms and conditions herein set forth, the Company shall
issue and sell to each of the Underwriters and each Underwriter
shall purchase from the Company at the time and place herein
specified, severally and not jointly, the respective principal
amounts of the Debentures set forth opposite the name of such
Underwriter in Schedule I attached hereto at 99.425% of the
principal amount of the Debentures.
SECTION 2. Description of Debentures. The Debentures
shall be issued under and pursuant to an Indenture dated as of
September 1, 1995, as supplemented by a supplemental indenture,
resolutions of the Board of Directors of the Company or a
certificate of an officer of the Company pursuant to such
supplemental indenture or resolutions (the "Indenture") between
the Company and The Chase Manhattan Bank (formerly known as
Chemical Bank), as Trustee (the "Trustee"). The Debentures and
the Indenture shall have the terms and provisions described in
the Prospectus (as defined herein), provided that subsequent to
the date hereof and prior to the Closing Date (as defined herein)
the form of the Indenture may be amended by mutual agreement
between the Company and the Underwriters.
SECTION 3. Representations and Warranties of the
Company. The Company represents and warrants to the several
Underwriters, and covenants and agrees with the several
Underwriters, that:
(a) The Company is duly organized and validly existing
as a corporation in good standing under the laws of the State of
Arkansas and has the necessary corporate power and authority to
conduct the business that it is described in the Prospectus as
conducting and to own and operate the properties owned and
operated by it in such business.
(b) The Company has filed with the Securities and
Exchange Commission (the "Commission") a registration statement
on Form S-3 (File No. 33-61189), as amended (the "1995
Registration Statement"), for the registration of $265,000,000
aggregate principal amount of the Company's Debt Securities (the
"Debt Securities") under the Securities Act of 1933, as amended
(the "Securities Act"), and the 1995 Registration Statement has
become effective. While $235,000,000 aggregate principal amount
of Debt Securities remained unsold under the 1995 Registration
Statement, the Company also filed with the Commission a
registration statement on Form S-3 (File No. 333-06717) (the
"1996 Registration Statement") for the registration of
$300,000,000 aggregate principal amount of the Company's First
Mortgage Bonds (the "First Mortgage Bonds") and/or Debt
Securities under the Securities Act, and the 1996 Registration
Statement has become effective. The Company qualifies for use of
Form S-3 for the registration of the Debentures. The combined
prospectus forming a part of the 1996 Registration Statement, and
relating, pursuant to Rule 429 under the Securities Act, to
$695,000,000 aggregate principal amount of First Mortgage Bonds
and/or Debt Securities ($460,000,000 of which First Mortgage
Bonds and/or Debt Securities remain unsold), including the
Debentures, at the time the 1996 Registration Statement (or the
most recent amendment thereto filed prior to the time of
effectiveness of this Underwriting Agreement) became effective,
including all documents incorporated by reference therein at that
time pursuant to Item 12 of Form S-3, is hereinafter referred to
as the "Basic Prospectus." In the event that (i) the Basic
Prospectus shall have been amended, revised or supplemented (but
excluding supplements to the Basic Prospectus relating solely to
Debt Securities other than the Debentures or relating solely to
First Mortgage Bonds) prior to the time of effectiveness of this
Underwriting Agreement, including without limitation by any
preliminary prospectus supplement relating to the Debentures, or
(ii) the Company shall have filed documents pursuant to Section
13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the time the 1996
Registration Statement became effective and prior to the time of
effectiveness of this Underwriting Agreement (but excluding
documents incorporated therein by reference relating solely to
Debt Securities other than the Debentures or relating solely to
First Mortgage Bonds), which are deemed to be incorporated by
reference in the Basic Prospectus pursuant to Item 12 of Form S-
3, the term "Basic Prospectus" as used herein shall also mean
such prospectus as so amended, revised or supplemented and
reflecting such incorporation by reference. The 1996
Registration Statement in the form in which it became effective
and as it may have been amended by all amendments thereto as of
the time of effectiveness of this Underwriting Agreement
(including, for these purposes, as an amendment, any document
incorporated by reference in the Basic Prospectus), and the Basic
Prospectus as it shall be supplemented to reflect the terms of
the offering and sale of the Debentures by a prospectus
supplement (a "Prospectus Supplement") to be filed with, or
transmitted for filing to, the Commission pursuant to Rule 424(b)
under the Securities Act ("Rule 424(b)"), are hereinafter
referred to as the "Registration Statement" and the "Prospectus,"
respectively.
(c) (i) After the time of effectiveness of this
Underwriting Agreement and during the time specified in Section
6(d), the Company will not file any amendment to the 1995
Registration Statement or the Registration Statement or any
supplement to the Prospectus (except any amendment or supplement
relating solely to Debt Securities other than the Debentures or
relating solely to First Mortgage Bonds), and (ii) between the
time of effectiveness of this Underwriting Agreement and the
Closing Date, the Company will not file any document that is to
be incorporated by reference in, or any supplement to, the Basic
Prospectus, in either case, without prior notice to the
Underwriters and to Winthrop, Stimson, Putnam & Roberts ("Counsel
for the Underwriters"), or any such amendment or supplement to
which said Counsel shall reasonably object on legal grounds in
writing. For purposes of this Underwriting Agreement, any
document that is filed with the Commission after the time of
effectiveness of this Underwriting Agreement and is incorporated
by reference in the Prospectus (except documents incorporated by
reference relating solely to Debt Securities other than the
Debentures or relating solely to First Mortgage Bonds) pursuant
to Item 12 of Form S-3 shall be deemed a supplement to the
Prospectus.
(d) The 1995 Registration Statement and the
Registration Statement, at the time each became effective (or the
latest post-effective amendment thereto), and the Indenture, at
the time the 1995 Registration Statement and the Registration
Statement became effective, fully complied, and the Prospectus,
when delivered to the Underwriters for their use in making
confirmations of sales of the Debentures and at the Closing Date,
as it may then be amended or supplemented, will fully comply in
all material respects with the applicable provisions of the
Securities Act, the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), and the rules and regulations of the
Commission thereunder or pursuant to said rules and regulations
did or will be deemed to comply therewith. The documents
incorporated by reference in the Prospectus pursuant to Item 12
of Form S-3, on the date filed with the Commission pursuant to
the Exchange Act, fully complied or will fully comply in all
material respects with the applicable provisions of the Exchange
Act and the rules and regulations of the Commission thereunder or
pursuant to said rules and regulations are or will be deemed to
comply therewith. At the respective Effective Dates thereof, the
1995 Registration Statement and the Registration Statement did
not, and on the date that any post-effective amendment to the
1995 Registration Statement and the Registration Statement became
or becomes effective (but excluding any post-effective amendment
relating solely to Debt Securities other than the Debentures or
relating solely to First Mortgage Bonds), the 1995 Registration
Statement and the Registration Statement as amended by any such
post-effective amendment, did not or will not, as the case may
be, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading. At the time the
Prospectus is delivered to the Underwriters for their use in
making confirmations of sales of the Debentures and at the
Closing Date, the Prospectus, as it may then be amended or
supplemented, will not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under
which they are made, not misleading. The documents incorporated
by reference in the Prospectus pursuant to Item 12 of Form S-3,
on the date filed with the Commission pursuant to the Exchange
Act, did not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading. The foregoing representations
and warranties in this Section 3(d) shall not apply to statements
or omissions made in reliance upon, and in conformity with,
written information furnished to the Company by the Underwriters
or on behalf of any Underwriter specifically for use in
connection with the preparation of the 1995 Registration
Statement and the Registration Statement or the Prospectus, as
they may be amended or supplemented, or to any statements in or
omissions from the statements of eligibility of the Trustee on
Form T-1 or the statements of eligibility of the trustees under
the Company's Mortgage and Deed of Trust, dated as of June 15,
1977, on Form T-1 and Form T-2, as they may then be amended,
under the Trust Indenture Act, filed as exhibits to the 1995
Registration Statement and the Registration Statement (the
"Statements of Eligibility"). For purposes of this Underwriting
Agreement, "Effective Date" shall mean, with respect to each of
the 1995 Registration Statement and the Registration Statement,
the later of (i) the date the 1995 Registration Statement or the
Registration Statement was declared effective by the Commission
under the Securities Act and (ii) the date that the Company's
most recent Annual Report on Form 10-K was filed with the
Commission under the Exchange Act.
(e) The issuance and sale of the Debentures and the
fulfillment of the terms of this Underwriting Agreement will not
result in a breach of any of the terms or provisions of, or
constitute a default under, the Indenture or any other indenture,
mortgage, deed of trust or other agreement or instrument to which
the Company is now a party.
(f) Except as set forth or contemplated in the
Prospectus, the Company has obtained all material licenses,
permits, and other governmental or regulatory authorizations
currently required for the conduct of its business, and is in all
material respects complying therewith, and the Company is not
aware of any fact that would lead it to believe that any material
license, permit or other governmental or regulatory authorization
would not remain in effect or be renewed in its ordinary course
of business.
SECTION 4. Offering. The Company is advised by the
Underwriters that they propose to make a public offering of their
respective portions of the Debentures as soon after the
effectiveness of this Underwriting Agreement as in their judgment
is advisable. The Company is further advised by the Underwriters
that the Debentures will be offered to the public at the initial
public offering price specified in the Prospectus Supplement plus
accrued interest thereon, if any, from August 29, 1996.
SECTION 5. Time and Place of Closing. Delivery of the
Debentures and payment of the purchase price therefor by wire
transfer of immediately available funds shall be made at the
offices of Reid & Priest LLP, 40 West 57th Street, New York, New
York, at 10:00 A.M., New York time, on August 29, 1996, or at
such other time on the same or such other day as shall be agreed
upon by the Company and Bear, Stearns & Co. Inc., or as may be
established in accordance with Section 11 hereof. The hour and
date of such delivery and payment are herein called the "Closing
Date".
The Debentures shall be delivered to the Underwriters
in book-entry form through the facilities of The Depository Trust
Company in New York, New York. The certificates for the
Debentures shall be in the form of one or more typewritten bonds
in fully registered form, in the aggregate principal amount of
the Debentures, and registered in the name of Cede & Co., as
nominee of The Depository Trust Company. The Company agrees to
make the Debentures available to the Underwriters for checking
not later than 2:30 P.M., New York time, on the last business day
preceding the Closing Date at such place as may be agreed upon
among the Underwriters and the Company, or at such other time
and/or date as may be agreed upon among the Underwriters and the
Company.
SECTION 6. Covenants of the Company. The Company
covenants and agrees with the several Underwriters that:
(a) Not later than the Closing Date, the Company will
deliver to the Underwriters a copy of the 1995 Registration
Statement and the Registration Statement, each in the form it was
declared effective by the Commission, and of all amendments or
supplements thereto relating to the Debentures, or conformed
copies thereof, certified by an officer of the Company to be in
such forms.
(b) The Company will deliver to the Underwriters as
many copies of the Prospectus (and any amendments or supplements
thereto) as the Underwriters may reasonably request.
(c) The Company will cause the Prospectus to be filed
with, or transmitted for filing to, the Commission pursuant to
and in compliance with Rule 424(b) and will advise Bear, Stearns
& Co. Inc. promptly of the issuance of any stop order under the
Securities Act with respect to the 1995 Registration Statement or
the Registration Statement or the institution of any proceedings
therefor of which the Company shall have received notice. The
Company will use its best efforts to prevent the issuance of any
such stop order and to secure the prompt removal thereof if
issued.
(d) During such period of time after this Underwriting
Agreement has become effective as the Underwriters are required
by law to deliver a prospectus, if any event relating to or
affecting the Company, or of which the Company shall be advised
by the Underwriters in writing, shall occur that in the Company's
opinion should be set forth in a supplement or amendment to the
Prospectus in order to make the Prospectus not misleading in the
light of the circumstances when it is delivered to a purchaser of
the Debentures, the Company will amend or supplement the
Prospectus by either (i) preparing and filing with the Commission
and furnishing to the Underwriters a reasonable number of copies
of a supplement or supplements or an amendment or amendments to
the Prospectus, or (ii) making an appropriate filing pursuant to
Section 13, 14 or 15(d) of the Exchange Act that will supplement
or amend the Prospectus, so that, as supplemented or amended, it
will not contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the
statements therein, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading. Unless
such event relates solely to the activities of the Underwriters
(in which case the Underwriters shall assume the expense of
preparing any such amendment or supplement), the expenses of
complying with this Section 6(d) shall be borne by the Company
until the expiration of nine months from the time of
effectiveness of this Underwriting Agreement, and such expenses
shall be borne by the Underwriters thereafter.
(e) The Company will make generally available to its
security holders, as soon as practicable, an earning statement
(which need not be audited) covering a period of at least twelve
months beginning after the "effective date of the registration
statement" within the meaning of Rule 158 under the Securities
Act, which earning statement shall be in such form, and be made
generally available to security holders in such a manner so as to
meet the requirements of the last paragraph of Section 11(a) of
the Securities Act and Rule 158 under the Securities Act.
(f) At any time within six months of the date hereof,
the Company will furnish such proper information as may be
lawfully required and will otherwise cooperate in qualifying the
Debentures for offer and sale under the blue sky laws of such
jurisdictions as the Underwriters may reasonably designate,
provided that the Company shall not be required to qualify as a
foreign corporation or dealer in securities, to file any consents
to service of process under the laws of any jurisdiction, or to
meet any other requirements deemed by the Company to be unduly
burdensome.
(g) The Company will, except as herein provided, pay
all fees, expenses and taxes (except transfer taxes) in
connection with (i) the preparation and filing of the 1995
Registration Statement and the Registration Statement, (ii) the
printing, issuance and delivery of the Debentures, (iii) legal
counsel relating to the qualification of the Debentures under the
blue sky laws of various jurisdictions, in an amount not to
exceed $10,000, (iv) the printing and delivery to the
Underwriters of reasonable quantities of copies of the 1995
Registration Statement, the Registration Statement, the
preliminary (or any supplemental) blue sky survey, any
preliminary prospectus supplement relating to the Debentures and
the Prospectus and any amendment or supplement thereto, except as
otherwise provided in paragraph (d) of this Section 6, (v) the
rating of the Debentures by one or more nationally recognized
statistical rating agencies and (vi) filings or other notices (if
any) with or to, as the case may be, the National Association of
Securities Dealers, Inc. (the "NASD") in connection with its
review of the terms of the offering. Except as provided above,
the Company shall not be required to pay any expenses of the
Underwriters, except that, if this Underwriting Agreement shall
be terminated in accordance with the provisions of Section 7, 8
or 12 hereof, the Company will reimburse the Underwriters for
(i) the reasonable fees and expenses of Counsel for the
Underwriters, whose fees and expenses the Underwriters agree to
pay in any other event, and (ii) reasonable out-of-pocket
expenses, in an amount not exceeding in the aggregate $15,000,
incurred in contemplation of the performance of this Underwriting
Agreement. The Company shall not in any event be liable to the
Underwriters for damages on account of loss of anticipated
profits.
(h) The Company will not sell any additional Debt
Securities without the consent of the Underwriters until the
earlier to occur of (i) the Closing Date and (ii) the date of the
termination of the fixed price offering restrictions applicable
to the Underwriters. The Underwriters agree to notify the
Company of such termination if it occurs prior to the Closing
Date.
SECTION 7. Conditions of Underwriters' Obligations.
The obligations of the Underwriters to purchase and pay for the
Debentures shall be subject to the accuracy on the date hereof
and on the Closing Date of the representations and warranties
made herein on the part of the Company and of any certificates
furnished by the Company on the Closing Date and to the following
conditions:
(a) The Prospectus shall have been filed with, or
transmitted for filing to, the Commission pursuant to Rule 424(b)
prior to 5:30 P.M., New York time, on the second business day
following the date of this Underwriting Agreement, or such other
time and date as may be agreed upon by the Company and the
Underwriters.
(b) No stop order suspending the effectiveness of the
1995 Registration Statement or the Registration Statement shall
be in effect at or prior to the Closing Date; no proceedings for
such purpose shall be pending before, or, to the knowledge of the
Company or the Underwriters, threatened by, the Commission on the
Closing Date; and the Underwriters shall have received a
certificate, dated the Closing Date and signed by the President,
a Vice President, the Treasurer or an Assistant Treasurer of the
Company, to the effect that no such stop order has been or is in
effect and that no proceedings for such purpose are pending
before, or to the knowledge of the Company threatened by, the
Commission.
(c) At the Closing Date, there shall have been issued
and there shall be in full force and effect an order of the
Commission under the Public Utility Holding Company Act of 1935,
as amended (the "1935 Act"), authorizing the issuance and sale of
the Debentures.
(d) At the Closing Date, the Underwriters shall have
received from Ann G. Roy, Esq., Associate Counsel - Corporate and
Securities of Entergy Services, Inc., Reid & Priest LLP and
Friday, Eldredge & Clark opinions, dated the Closing Date,
substantially in the forms set forth in Exhibits A, B and C
hereto, respectively, (i) with such changes therein as may be
agreed upon by the Company and the Underwriters with the approval
of Counsel for the Underwriters, and (ii) if the Prospectus shall
be supplemented after being furnished to the Underwriters for use
in offering the Debentures, with changes therein to reflect such
supplementation.
(e) At the Closing Date, the Underwriters shall have
received from Counsel for the Underwriters, an opinion, dated the
Closing Date, substantially in the form set forth in Exhibit D
hereto, with such changes therein as may be necessary to reflect
any supplementation of the Prospectus prior to the Closing Date.
(f) On or prior to the effective date of this
Underwriting Agreement, the Underwriters shall have received from
Coopers & Lybrand L.L.P., the Company's independent certified
public accountants (the "Accountants"), a letter dated the date
hereof and addressed to the Underwriters to the effect that (i)
they are independent certified public accountants with respect to
the Company within the meaning of the Securities Act and the
applicable published rules and regulations thereunder; (ii) in
their opinion, the financial statements and financial statement
schedules examined by them and included or incorporated by
reference in the Prospectus comply as to form in all material
respects with the applicable accounting requirements of the
Securities Act and the Exchange Act and the applicable published
rules and regulations thereunder; (iii) on the basis of
performing the procedures specified by the American Institute of
Certified Public Accountants for a review of interim financial
information as described in SAS No. 71, Interim Financial
Information, on the latest unaudited financial statements, if
any, included or incorporated by reference in the Prospectus, a
reading of the latest available interim unaudited financial
statements of the Company, the minutes of the meetings of the
Board of Directors of the Company, the Executive Committee
thereof, if any, and the stockholder of the Company, since
December 31, 1995 to a specified date not more than five days
prior to the date of such letter, and inquiries of officers of
the Company who have responsibility for financial and accounting
matters (it being understood that the foregoing procedures do not
constitute an examination made in accordance with generally
accepted auditing standards and they would not necessarily reveal
matters of significance with respect to the comments made in such
letter, and accordingly that the Accountants make no
representations as to the sufficiency of such procedures for the
purposes of the Underwriters), nothing has come to their
attention which caused them to believe that, to the extent
applicable, (A) the unaudited financial statements of the Company
(if any) included or incorporated by reference in the Prospectus
do not comply as to form in all material respects with the
applicable accounting requirements of the Exchange Act and the
related published rules and regulations thereunder; (B) any
material modifications should be made to said unaudited financial
statements for them to be in conformity with generally accepted
accounting principles; and (C) at a specified date not more than
five days prior to the date of the letter, there was any change
in the capital stock or long-term debt of the Company, or
decrease in its net assets, in each case as compared with amounts
shown in the most recent balance sheet incorporated by reference
in the Prospectus, except in all instances for changes or
decreases which the Prospectus discloses have occurred or may
occur, for declarations of dividends, for the repayment or
redemption of long-term debt, for the amortization of premium or
discount on long-term debt, or for changes or decreases as set
forth in such letter, identifying the same and specifying the
amount thereof; and (iv) stating that they have compared specific
dollar amounts, percentages of revenues and earnings and other
financial information pertaining to the Company (x) set forth in
the Prospectus and (y) set forth in documents filed by the
Company pursuant to Section 13, 14 or 15(d) of the Exchange Act
as specified in Exhibit E hereto, in each case, to the extent
that such amounts, numbers, percentages and information may be
derived from the general accounting records of the Company, and
excluding any questions requiring an interpretation by legal
counsel, with the results obtained from the application of
specified readings, inquiries and other appropriate procedures
(which procedures do not constitute an examination in accordance
with generally accepted auditing standards) set forth in the
letter, and found them to be in agreement.
(g) At the Closing Date, the Underwriters shall have
received a certificate, dated the Closing Date and signed by the
President, a Vice President, the Treasurer or an Assistant
Treasurer of the Company, to the effect that (i) the
representations and warranties of the Company contained herein
are true and correct, (ii) the Company has performed and complied
with all agreements and conditions in this Underwriting Agreement
to be performed or complied with by the Company at or prior to
the Closing Date and (iii) since the most recent date as of which
information is given in the Prospectus, as it may then be amended
or supplemented, there has not been any material adverse change
in the business, property or financial condition of the Company
and there has not been any material transaction entered into by
the Company, other than transactions in the ordinary course of
business, in each case other than as referred to in, or
contemplated by, the Prospectus, as it may be amended or
supplemented.
(h) At the Closing Date, the Underwriters shall have
received conformed copies of the Indenture.
(i) At the Closing Date, the Underwriters shall have
received from the Accountants a letter, dated the Closing Date,
confirming, as of a date not more than five days prior to the
Closing Date, the statements contained in the letter delivered
pursuant to Section 7(f) hereof.
(j) Between the date hereof and the Closing Date, no
event shall have occurred with respect to or otherwise affecting
the Company, or Entergy Corporation and its various direct and
indirect subsidiaries taken as a whole as it affects the Company,
which in the reasonable opinion of the Underwriters materially
impairs the investment quality of the Debentures.
(k) On or prior to the Closing Date, the Underwriters
shall have received from the Company evidence reasonably
satisfactory to Bear, Stearns & Co. Inc. that the Debentures have
received ratings of ba1 or better from Moody's Investor's
Service, Inc. and BBB- or better from Standard & Poor's.
(l) Between the date hereof and the Closing Date
neither Moody's Investors Service, Inc. nor Standard & Poor's
shall have lowered its rating of the Company's outstanding debt
securities in any respect.
(m) All legal matters in connection with the issuance
and sale of the Debentures shall be satisfactory in form and
substance to Counsel for the Underwriters.
(n) The Company will furnish the Underwriters with
such additional conformed copies of such opinions, certificates,
letters and documents as may be reasonably requested.
If any of the conditions specified in this Section 7
shall not have been fulfilled, this Underwriting Agreement may be
terminated by the Underwriters upon notice thereof to the
Company. Any such termination shall be without liability of any
party to the other party, except as otherwise provided in
paragraph (g) of Section 6 and in Section 10.
SECTION 8. Conditions of Company's Obligations. The
obligations of the Company hereunder shall be subject to the
following conditions:
(a) No stop order suspending the effectiveness of the
1995 Registration Statement or the Registration Statement shall
be in effect at or prior to the Closing Date, and no proceedings
for that purpose shall be pending before, or threatened by, the
Commission on the Closing Date.
(b) There shall have been issued and, at the Closing
Date, there shall be in full force and effect an order of the
Commission under the 1935 Act authorizing the issuance and sale
of the Debentures.
In case any of the conditions specified in this Section
8 shall not have been fulfilled, this Underwriting Agreement may
be terminated by the Company upon notice thereof to Bear, Stearns
& Co. Inc. Any such termination shall be without liability of
any party to the other party, except as otherwise provided in
paragraph (g) of Section 6 and in Section 10.
SECTION 9. Indemnification.
(a) The Company shall indemnify, defend and hold
harmless each Underwriter and each person who controls each
Underwriter within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act from and against any and
all losses, claims, damages or liabilities, joint or several, to
which each Underwriter or any or all of them may become subject
under the Securities Act or any other statute or common law and
shall reimburse each Underwriter and any such controlling person
for any legal or other expenses (including to the extent
hereinafter provided, reasonable counsel fees) incurred by them
in connection with investigating any such losses, claims, damages
or liabilities or in connection with defending any actions,
insofar as such losses, claims, damages, liabilities, expenses or
actions arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in the 1995
Registration Statement or the Registration Statement, as amended
or supplemented, or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or upon
any untrue statement or alleged untrue statement of a material
fact contained in the Basic Prospectus (if used prior to the date
the Prospectus is filed with, or transmitted for filing to, the
Commission pursuant to Rule 424(b)), or in the Prospectus, as
each may be amended or supplemented, or the omission or alleged
omission to state therein a material fact necessary in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however,
that the indemnity agreement contained in this paragraph shall
not apply to any such losses, claims, damages, liabilities,
expenses or actions arising out of, or based upon, any such
untrue statement or alleged untrue statement, or any such
omission or alleged omission, if such statement or omission was
made in reliance upon and in conformity with information
furnished in writing to the Company by any Underwriter
specifically for use in connection with the preparation of the
1995 Registration Statement, the Registration Statement, the
Basic Prospectus (if used prior to the date the Prospectus is
filed with, or transmitted for filing to, the Commission pursuant
to Rule 424(b)) or the Prospectus or any amendment or supplement
to any thereof or arising out of, or based upon, statements in or
omissions from the Statements of Eligibility; and provided
further, that the indemnity agreement contained in this
subsection shall not inure to the benefit of any Underwriter or
to the benefit of any person controlling any Underwriter on
account of any such losses, claims, damages, liabilities,
expenses or actions arising from the sale of the Debentures to
any person in respect of the Basic Prospectus or the Prospectus,
as supplemented or amended, furnished by any Underwriter to a
person to whom any of the Debentures were sold (excluding in both
cases, however, any document then incorporated or deemed
incorporated by reference therein), insofar as such indemnity
relates to any untrue or misleading statement or omission made in
the Basic Prospectus or the Prospectus but eliminated or remedied
prior to the consummation of such sale in the Prospectus, or any
amendment or supplement thereto, furnished on a timely basis by
the Company to the Underwriters pursuant to Section 6(d) hereof,
respectively, unless a copy of the Prospectus (in the case of
such a statement or omission made in the Basic Prospectus) or
such amendment or supplement (in the case of such a statement or
omission made in the Prospectus) (excluding, however, any
amendment or supplement to the Basic Prospectus relating to any
Debt Securities other than the Debentures or to First Mortgage
Bonds and any document then incorporated or deemed incorporated
by reference in the Prospectus or such amendment or supplement)
is furnished by such Underwriter to such person (i) with or prior
to the written confirmation of the sale involved or (ii) as soon
as available after such written confirmation (if it is made
available to the Underwriters prior to settlement of such sale).
(b) Each Underwriter shall indemnify, defend and hold
harmless the Company, its directors and officers and each person
who controls the foregoing within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under
the Securities Act or any other statute or common law and shall
reimburse each of them for any legal or other expenses
(including, to the extent hereinafter provided, reasonable
counsel fees) incurred by them in connection with investigating
any such losses, claims, damages or liabilities or in connection
with defending any action, insofar as such losses, claims,
damages, liabilities, expenses or actions arise out of or are
based upon an untrue statement or alleged untrue statement of a
material fact contained in the 1995 Registration Statement or the
Registration Statement, as amended or supplemented, or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, or upon any untrue statement or alleged
untrue statement of a material fact contained in the Basic
Prospectus (if used prior to the date the Prospectus is filed
with, or transmitted for filing to, the Commission pursuant to
Rule 424(b)), or in the Prospectus, as amended or supplemented,
or the omission or alleged omission to state therein a material
fact necessary in order to make the statements, in the light of
the circumstances under which they were made, not misleading, in
each case, if, but only if, such statement or omission was made
in reliance upon and in conformity with information furnished in
writing to the Company by any Underwriter specifically for use in
connection with the preparation of the 1995 Registration
Statement, the Registration Statement, the Basic Prospectus (if
used prior to the date the Prospectus is filed with the
Commission pursuant to Rule 424(b)) or the Prospectus, or any
amendment or supplement thereto.
(c) In case any action shall be brought, based upon
the 1995 Registration Statement, the Registration Statement, the
Basic Prospectus or the Prospectus (including amendments or
supplements thereto), against any party in respect of which
indemnity may be sought pursuant to any of the preceding
paragraphs, such party (hereinafter called the indemnified party)
shall promptly notify the party or parties against whom indemnity
shall be sought hereunder (hereinafter called the indemnifying
party) in writing, and the indemnifying party shall have the
right to participate at its own expense in the defense or, if it
so elects, to assume (in conjunction with any other indemnifying
party) the defense thereof, including the employment of counsel
reasonably satisfactory to the indemnified party and the payment
of all fees and expenses. If the indemnifying party shall elect
not to assume the defense of any such action, the indemnifying
party shall reimburse the indemnified party for the reasonable
fees and expenses of any counsel retained by such indemnified
party. Such indemnified party shall have the right to employ
separate counsel in any such action in which the defense has been
assumed by the indemnifying party and participate in the defense
thereof, but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless (i) the employment
of counsel has been specifically authorized by the indemnifying
party or (ii) the named parties to any such action (including any
impleaded parties) include each of such indemnified party and the
indemnifying party and such indemnified party shall have been
advised by such counsel that a conflict of interest between the
indemnifying party and such indemnified party may arise and for
this reason it is not desirable for the same counsel to represent
both the indemnifying party and the indemnified party (it being
understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for
the reasonable fees and expenses of more than one separate firm
of attorneys for such indemnified party (plus any local counsel
retained by such indemnified party in its reasonable judgment)).
The indemnified party shall be reimbursed for all such fees and
expenses as they are incurred. The indemnifying party shall not
be liable for any settlement of any such action effected without
its consent, but if any such action is settled with the consent
of the indemnifying party or if there be a final judgment for the
plaintiff in any such action, the indemnifying party agrees to
indemnify and hold harmless the indemnified party from and
against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any
pending or threatened action, suit or proceeding in respect of
which any indemnified party is or could have been a party and
indemnity has or could have been sought hereunder by such
indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all
liability on claims that are the subject matter of such action,
suit or proceeding.
(d) If the indemnification provided for under
subsections (a), (b) or (c) in this Section 9 is unavailable to
an indemnified party in respect of any losses, claims, damages or
liabilities referred to therein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to
the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits
received by the Company and the Underwriters from the offering of
the Debentures or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company
on the one hand and of the Underwriters on the other in
connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on
the other shall be deemed to be in the same proportion as the
total proceeds from the offering (after deducting underwriting
discounts and commissions but before deducting expenses) to the
Company bear to the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the
table on the cover page of the Prospectus Supplement. The
relative fault of the Company on the one hand and of the
Underwriters on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the
Company or by any of the Underwriters and such parties' relative
intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
The Company and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this
Section 9(d) were determined by pro rata allocation or by any
other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable to an indemnified party as
a result of the losses, claims, damages and liabilities referred
to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 9(d), no
Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Debentures
underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Underwriters' obligations
to contribute pursuant to this Section 9(d) are several in
proportion to their respective underwriting obligations and not
joint.
SECTION 10. Survival of Certain Representations and
Obligations. Any other provision of this Underwriting Agreement
to the contrary notwithstanding, (a) the indemnity and
contribution agreements contained in Section 9 of, and the
representations and warranties and other agreements of the
Company contained in, this Underwriting Agreement shall remain
operative and in full force and effect regardless of (i) any
investigation made by or on behalf of any Underwriter or by or on
behalf of the Company or its directors or officers, or any of the
other persons referred to in Section 9 hereof and (ii) acceptance
of and payment for the Debentures and (b) the indemnity and
contribution agreements contained in Section 9 shall remain
operative and in full force and effect regardless of any
termination of this Underwriting Agreement.
SECTION 11. Default of Underwriters. If either
Underwriter shall fail or refuse (otherwise than for some reason
sufficient to justify, in accordance with the terms hereof, the
cancellation or termination of its obligations hereunder) to
purchase and pay for the principal amount of Debentures that it
has agreed to purchase and pay for hereunder, and the aggregate
principal amount of Debentures that such defaulting Underwriter
agreed but failed or refused to purchase is not more than one-
tenth of the aggregate principal amount of the Debentures, the
other Underwriter shall be obligated to purchase the Debentures
that such defaulting Underwriter agreed but failed or refused to
purchase; provided that in no event shall the principal amount of
Debentures that any Underwriter has agreed to purchase pursuant
to Schedule I hereof be increased pursuant to this Section 11 by
an amount in excess of one-ninth of such principal amount of
Debentures without written consent of such Underwriter. If
either Underwriter shall fail or refuse to purchase Debentures
and the aggregate principal amount of Debentures with respect to
which such default occurs is more than one-tenth of the aggregate
principal amount of the Debentures, the Company shall have the
right (a) to require the non-defaulting Underwriter to purchase
and pay for the respective principal amount of Debentures that it
had severally agreed to purchase hereunder, and, in addition, the
principal amount of Debentures that the defaulting Underwriter
shall have so failed to purchase up to a principal amount thereof
equal to one-ninth of the respective principal amount of
Debentures that such non-defaulting Underwriter had otherwise
agreed to purchase hereunder, and/or (b) to procure one or more
others, members of the NASD (or, if not members of the NASD, who
are foreign banks, dealers or institutions not registered under
the Exchange Act and who agree in making sales to comply with the
NASD's Rules of Fair Practice), to purchase, upon the terms
herein set forth, the principal amount of Debentures that such
defaulting Underwriter had agreed to purchase, or that portion
thereof that the remaining Underwriter shall not be obligated to
purchase pursuant to the foregoing clause (a). In the event the
Company shall exercise its rights under clause (a) and/or (b)
above, the Company shall give written notice thereof to the
Underwriters within 24 hours (excluding any Saturday, Sunday, or
legal holiday) of the time when the Company learns of the failure
or refusal of any Underwriter to purchase and pay for its
respective principal amount of Debentures, and thereupon the
Closing Date shall be postponed for such period, not exceeding
three business days, as the Company shall determine. In the
event the Company shall be entitled to but shall not elect
(within the time period specified above) to exercise its rights
under clause (a) and/or (b), the Company shall be deemed to have
elected to terminate this Underwriting Agreement. In the absence
of such election by the Company, this Underwriting Agreement
will, unless otherwise agreed by the Company and the non-
defaulting Underwriter, terminate without liability on the part
of any non-defaulting party except as otherwise provided in
paragraph (g) of Section 6 and in Section 10. Any action taken
under this paragraph shall not relieve any defaulting Underwriter
from liability in respect of its default under this Underwriting
Agreement.
SECTION 12. Termination. This Underwriting Agreement
shall be subject to termination by written notice from Bear,
Stearns & Co. Inc. to the Company if (a) after the execution and
delivery of this Underwriting Agreement and prior to the Closing
Date (i) trading in securities generally shall have been
suspended or materially limited on the New York Stock Exchange
(excluding existing "circuit breaker" provisions in effect under
the rules of said exchange on the date hereof, except if, in the
reasonable judgment of Bear, Stearns & Co. Inc., the operation of
such provisions makes it impracticable to market the Debentures)
by The New York Stock Exchange, Inc., the Commission or other
governmental authority, (ii) minimum or maximum ranges for prices
shall have been generally established on the New York Stock
Exchange (excluding existing "circuit breaker" provisions in
effect under the rules of said exchange on the date hereof,
except if, in the reasonable judgment of Bear, Stearns & Co.
Inc., the operation of such provisions makes it impracticable to
market the Debentures) by The New York Stock Exchange, Inc., the
Commission or other governmental authority, (iii) a general
moratorium on commercial banking activities in New York shall
have been declared by either Federal or New York State
authorities, or (iv) there shall have occurred any outbreak or
escalation of hostilities or any calamity or crisis that, in the
judgment of Bear, Stearns & Co. Inc., is material and adverse and
(b) in the case of any of the events specified in clauses (a)(i)
through (iv), such event singly or together with any other such
event makes it, in the reasonable judgment of Bear, Stearns & Co.
Inc., impracticable to market the Debentures. This Underwriting
Agreement shall also be subject to termination, upon notice by
Bear, Stearns & Co. Inc. as provided above, if, in the judgment
of Bear, Stearns & Co. Inc., the subject matter of any amendment
or supplement (prepared by the Company) to the Prospectus (except
for information relating solely to the manner of public offering
of the Debentures, to the activity of the Underwriters or to the
terms of any series of Debt Securities not included in the
Debentures or to First Mortgage Bonds) filed or issued after the
effectiveness of this Underwriting Agreement by the Company shall
have materially impaired the marketability of the Debentures.
Any termination hereof, pursuant to this Section 12, shall be
without liability of any party to any other party, except as
otherwise provided in paragraph (g) of Section 6 and in Section
10.
SECTION 13. Miscellaneous. THIS UNDERWRITING AGREEMENT
SHALL BE A NEW YORK CONTRACT AND ITS VALIDITY AND INTERPRETATION
SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This
Underwriting Agreement shall become effective when a fully
executed copy thereof is delivered to the Company and to Bear,
Stearns & Co. Inc.. This Underwriting Agreement may be executed
in any number of separate counterparts, each of which, when so
executed and delivered, shall be deemed to be an original and all
of which, taken together, shall constitute but one and the same
agreement. This Underwriting Agreement shall inure to the
benefit of each of the Company, the Underwriters and, with
respect to the provisions of Section 9, each director, officer
and other person referred to in Section 9, and their respective
successors. Should any part of this Underwriting Agreement for
any reason be declared invalid, such declaration shall not affect
the validity of any remaining portion, which remaining portion
shall remain in full force and effect as if this Underwriting
Agreement had been executed with the invalid portion thereof
eliminated. Nothing herein is intended or shall be construed to
give to any other person, firm or corporation any legal or
equitable right, remedy or claim under or in respect of any
provision in this Underwriting Agreement. The term "successor"
as used in this Underwriting Agreement shall not include any
purchaser, as such purchaser, of any Debentures from the
Underwriters.
SECTION 14. Notices. All communications hereunder
shall be in writing and, if to the Underwriters, shall be mailed
or delivered to Bear, Stearns & Co. Inc. at the address set forth
at the beginning of this Underwriting Agreement (to the attention
of its General Counsel) or, if to the Company, shall be mailed or
delivered to it at 1340 Echelon Parkway, Jackson, Mississippi
39213, Attention: Treasurer or, if to Entergy Services, Inc.,
shall be mailed or delivered to it at 639 Loyola Avenue, New
Orleans, Louisiana 70113, Attention: Treasurer.
Very truly yours,
System Energy Resources, Inc.
By:
Name:
Title:
Accepted as of the date first above written:
Bear, Stearns & Co. Inc.
Morgan Stanley & Co. Incorporated
By: Bear, Stearns & Co. Inc.
By:
Name:
Title:
<PAGE>
SCHEDULE I
System Energy Resources, Inc.
7.80% Debentures due August 1, 2000
Name Amount
Bear, Stearns & Co. Inc. $27,000,000
Morgan Stanley & Co. Incorporated $18,000,000
___________
Total $45,000,000
<PAGE>
EXHIBIT A
[Letterhead of Entergy Services, Inc.]
August 29, 1996
Bear, Stearns & Co. Inc.
Morgan Stanley & Co. Incorporated
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
I, together with Reid & Priest LLP, of New York, New
York, have acted as counsel for System Energy Resources, Inc., an
Arkansas corporation (the "Company"), in connection with the
issuance and sale to each of you, pursuant to the Underwriting
Agreement effective August 26, 1996 (the "Underwriting
Agreement"), between the Company and you, of $45,000,000
aggregate principal amount of its 7.80% Debentures due August 1,
2000 (the "Debentures"), issued pursuant to an Indenture dated as
of September 1, 1995, as supplemented by a supplemental
indenture, resolutions of the Board of Directors of the Company
or in a certificate of an officer of the Company pursuant to such
supplemental indenture or resolutions (the "Indenture"), between
the Company and The Chase Manhattan Bank (formerly known as
Chemical Bank), as Trustee (the "Trustee"). This opinion is
rendered to you at the request of the Company. Capitalized terms
used herein and not otherwise defined have the meanings ascribed
to such terms in the Underwriting Agreement.
In my capacity as such counsel, I have either
participated in the preparation of or have examined and am
familiar with: (a) the Company's Amended and Restated Articles
of Incorporation and By-Laws, each as amended; (b) the
Underwriting Agreement; (c) the Indenture; (d) the 1995
Registration Statement, the Registration Statement and the
Prospectus filed under the Securities Act; (e) the records of
various corporate proceedings relating to the authorization,
issuance and sale of the Debentures by the Company and the
execution and delivery by the Company of the Indenture and the
Underwriting Agreement; and (f) the proceedings before and the
order entered by the Commission under the 1935 Act relating to
the issuance and sale of the Debentures by the Company. I have
also examined or caused to be examined such other documents and
have satisfied myself as to such other matters as I have deemed
necessary in order to render this opinion. I have not examined
the Debentures, except a specimen thereof, and I have relied upon
a certificate of the Trustee as to the authentication and
delivery thereof.
In my examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me
as originals, the legal capacity of natural persons and the
conformity with the originals of all documents submitted to me as
copies. In making my examination of documents and instruments
executed or to be executed by persons other than the Company, I
have assumed that each such other person had the requisite power
and authority to enter into and perform fully its obligations
thereunder, the due authorization by each such other person for
the execution, delivery and performance thereof by such person,
and the due execution and delivery by or on behalf of such person
of each such document and instrument. In the case of any such
other person that is not a natural person, I have also assumed,
insofar as it is relevant to the opinions set forth below, that
each such other person is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which such
other person was created, and is duly qualified and in good
standing in each other jurisdiction where the failure to be so
qualified could reasonably be expected to have a material effect
upon the ability of such other person to execute, deliver and/or
perform such other person's obligations under any such document
or instrument. I have further assumed that each document,
instrument, agreement, record and certificate reviewed by me for
purposes of rendering the opinions expressed below has not been
amended by oral agreement, conduct or course of dealing of the
parties thereto, although I have no knowledge of any facts or
circumstances that could give rise to such amendment.
As to questions of fact material to the opinions
expressed herein, I have relied upon certificates and
representations of officers of the Company (including but not
limited to those contained in the Underwriting Agreement and the
Indenture and certificates delivered at the closing of the sale
of the Debentures) and appropriate public officials without
independent verification of such matters except as otherwise
described herein.
Whenever my opinions herein with respect to the
existence or absence of facts are stated to be to my knowledge or
awareness, I intend to signify that no information has come to my
attention or the attention of any other attorneys acting for or
on behalf of the Company or any of its affiliates that have
participated in the negotiation of the transactions contemplated
by the Underwriting Agreement and the Indenture, in the
preparation of the 1995 Registration Statement, the Registration
Statement and the Prospectus or in the preparation of this
opinion letter that would give me, or them, actual knowledge that
would contradict such opinions. However, except to the extent
necessary in order to give the opinions hereinafter expressed,
neither I nor they have undertaken any independent investigation
to determine the existence or absence of such facts, and no
inference as to knowledge of the existence or absence of such
facts (except to the extent necessary in order to give the
opinions hereinafter expressed) should be assumed.
Subject to the foregoing and to the further exceptions
and qualifications set forth below, I am of the opinion that:
(1) The Company is duly organized and validly existing
as a corporation in good standing under the laws of the State of
Arkansas, has due corporate power and authority to conduct the
business that it is described as conducting in the Prospectus and
to own and operate the properties owned and operated by it in
such business and is duly qualified to conduct such business in
the States of Arkansas and Mississippi.
(2) The Indenture has been duly and validly authorized
by all necessary corporate action on the part of the Company, has
been duly and validly executed and delivered by the Company, is a
legal, valid and binding instrument of the Company enforceable
against the Company in accordance with its terms, except as
limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, or other similar laws affecting
creditors' rights and general equitable principles (regardless of
whether enforceability is considered in a proceeding in equity or
at law), and is duly qualified under the Trust Indenture Act, and
no proceedings to suspend such qualification have been instituted
or, to my knowledge, threatened by the Commission.
(3) The statements made in the Prospectus and the
Prospectus Supplement under the captions "Description of Debt
Securities" and "Description of the Debentures," respectively,
insofar as they purport to constitute summaries of the documents
referred to therein, constitute accurate summaries of the terms
of such documents in all material respects.
(4) The Debentures have been duly and validly
authorized by all necessary corporate action on the part of the
Company, and are legal, valid and binding obligations of the
Company enforceable in accordance with their terms, except as
limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, or other similar laws affecting
creditors' rights and general equitable principles (regardless of
whether enforceability is considered in a proceeding in equity or
at law), and are entitled to the benefits provided by the
Indenture.
(5) The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(6) The issuance and sale by the Company of the
Debentures and the execution, delivery and performance by the
Company of the Indenture and the Underwriting Agreement (a) will
not violate any provision of the Company's Amended and Restated
Articles of Incorporation or By-Laws, each as amended, (b) will
not violate any provisions of, or constitute a default under, or
result in the creation or imposition of any lien, charge or
encumbrance on or security interest in any of the assets of the
Company pursuant to the provisions of, any mortgage, indenture,
contract, agreement or other undertaking known to me (having made
due inquiry with respect thereto) to which the Company is a party
or which purports to be binding upon the Company or upon any of
its assets, and (c) will not violate any provision of any law or
regulation applicable to the Company or, to the best of my
knowledge (having made due inquiry with respect thereto), any
provision of any order, writ, judgment or decree of any
governmental instrumentality applicable to the Company (except
that various consents of, and filings with, governmental
authorities may be required to be obtained or made, as the case
may be, in connection or compliance with the provisions of the
securities or blue sky laws of any jurisdiction).
(7) Except in each case as to the financial statements
and other financial or statistical data included or incorporated
by reference therein, upon which I do not pass, the 1995
Registration Statement and the Registration Statement, when each
became effective, and the Prospectus, at the time it was filed
with, or transmitted for filing to, the Commission pursuant to
Rule 424(b), complied as to form in all material respects with
the applicable requirements of the Securities Act and (except
with respect to the Statements of Eligibility, upon which I do
not pass) the Trust Indenture Act, and the applicable
instructions, rules and regulations of the Commission thereunder
or pursuant to said instructions, rules and regulations are
deemed to comply therewith; with respect to the documents or
portions thereof filed with the Commission pursuant to the
Exchange Act, and incorporated by reference in the Prospectus
pursuant to Item 12 of Form S-3, such documents or portions
thereof, on the date they were filed with the Commission,
complied as to form in all material respects with the applicable
provisions of the Exchange Act and the applicable instructions,
rules and regulations of the Commission thereunder or pursuant to
said instructions, rules and regulations are deemed to comply
therewith; and the 1995 Registration Statement and the
Registration Statement have become, and on the date hereof are,
effective under the Securities Act, and, to the best of my
knowledge, no stop order suspending the effectiveness of the 1995
Registration Statement or the Registration Statement has been
issued and no proceedings for that purpose are pending or
threatened under Section 8(d) of the Securities Act.
(8) An appropriate order has been entered by the
Commission under the 1935 Act authorizing the issuance and sale
of the Debentures; to the best of my knowledge, said order is in
full force and effect; no further approval, authorization,
consent or other order of any governmental body (other than under
the Securities Act and the Trust Indenture Act, which have been
duly obtained, or in connection or compliance with the provisions
of the securities or blue sky laws of any jurisdiction) is
legally required to permit the issuance and sale by the Company
of the Debentures pursuant to the Underwriting Agreement; and no
further approval, authorization, consent or other order of any
governmental body is legally required to permit the performance
by the Company of its obligations with respect to the Debentures
or under the Indenture and the Underwriting Agreement.
(9) No recordings, registrations or filings of the
Indenture are required for the validity or enforcement thereof.
(10) No legal or governmental proceedings to which the
Company is a party, or of which its property is the subject, that
are of a character required to be disclosed in the 1995
Registration Statement, the Registration Statement and the
Prospectus and which are not disclosed and properly described
therein as required are pending or, to my knowledge, threatened;
and I do not know of any contracts or other documents of the
Company of a character required to be filed as exhibits to the
1995 Registration Statement or the Registration Statement which
are not so filed, or any contracts or other documents of the
Company of a character required to be disclosed in the 1995
Registration Statement and the Registration Statement which are
not disclosed and properly described therein as required; the
descriptions in the 1995 Registration Statement, the Registration
Statement and Prospectus of statutes, legal and government
proceedings and contracts and other documents are accurate and
fairly present the information required to be shown. Except as
disclosed in the Prospectus, there is no action, suit, proceeding
or investigation pending against or affecting the Company or any
of its assets the result of which would, in my opinion, have a
materially adverse effect on the issuance and sale of the
Debentures in accordance with the Underwriting Agreement.
In connection with the 1995 Registration Statement, the
Registration Statement and the Prospectus, I have had discussions
with certain of the Company's officers and representatives, with
other counsel for the Company, and with the independent certified
public accountants of the Company who examined certain of the
financial statements incorporated by reference in the 1995
Registration Statement and the Registration Statement. Neither
my examination of the 1995 Registration Statement, the
Registration Statement and the Prospectus nor my discussions
disclosed to me any information which gives me reason to believe
that the 1995 Registration Statement or the Registration
Statement, at the respective Effective Dates thereof, contained
an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading or that the Prospectus, at
the time filed with, or transmitted for filing to, the Commission
pursuant to Rule 424(b) and at the date hereof, contained or
contains any untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading. I do not express any opinion or
belief as to the financial statements or other financial or
statistical data included or incorporated by reference in the
1995 Registration Statement, the Registration Statement or the
Prospectus, as to the Statements of Eligibility or as to the
information contained in the Prospectus under the caption "Book-
Entry Securities."
I am a member of the Mississippi Bar and do not hold
myself out as an expert on the laws of any other state. I have
examined the opinions of even date herewith rendered to you by
Reid & Priest LLP and Winthrop, Stimson, Putnam & Roberts, and I
concur in the conclusions expressed therein insofar as they
involve questions of Mississippi law. As to all matters of
Arkansas and New York law, I have relied, in the case of Arkansas
law, upon the opinion of even date herewith addressed to me by
Friday, Eldredge & Clark of Little Rock, Arkansas, and, in the
case of New York law, upon the opinion of even date herewith
addressed to you by Reid & Priest LLP.
The opinion set forth above is solely for the benefit
of the addressees of this letter in connection with the
Underwriting Agreement and the transactions contemplated
thereunder and it may not be relied upon in any manner by any
other person or for any other purpose without my prior written
consent, except that Reid & Priest LLP and Winthrop, Stimson,
Putnam & Roberts may rely on this opinion as to all matters of
Mississippi law in rendering their opinions required to be
delivered under the Underwriting Agreement.
Very truly yours,
Ann G. Roy, Esq.
Associate Counsel -
Corporate and Securities
By:
<PAGE>
EXHIBIT B
[Letterhead of Reid & Priest LLP]
August 29, 1996
Bear, Stearns & Co. Inc.
Morgan Stanley & Co. Incorporated
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
We, together with Ann G. Roy, Esq., Associate Counsel -
Corporate and Securities of Entergy Services, Inc., have acted as
counsel for System Energy Resources, Inc., an Arkansas
corporation (the "Company"), in connection with the issuance and
sale to each of you pursuant to the Underwriting Agreement
effective August 26, 1996 (the "Underwriting Agreement"), between
the Company and you, of $45,000,000 aggregate principal amount of
its 7.80% Debentures due August 1, 2000 (the "Debentures"),
issued pursuant to an Indenture dated as of September 1, 1995, as
supplemented by a supplemental indenture, resolutions of the
Board of Directors of the Company or in a certificate of an
officer of the Company pursuant to such supplemental indenture or
resolutions (the "Indenture"), between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), as Trustee (the
"Trustee"). This opinion is rendered to you at the request of
the Company. Capitalized terms used herein and not otherwise
defined have the meanings ascribed to such terms in the
Underwriting Agreement.
In our capacity as such counsel, we have either
participated in the preparation of or have examined and are
familiar with: (a) the Company's Amended and Restated Articles
of Incorporation and By-Laws, each as amended; (b) the
Underwriting Agreement; (c) the Indenture; (d) the 1995
Registration Statement, the Registration Statement and the
Prospectus filed under the Securities Act; (e) the records of
various corporate proceedings relating to the authorization,
issuance and sale of the Debentures by the Company, the execution
and delivery by the Company of the Indenture and the Underwriting
Agreement; and (f) the proceedings before and orders entered by
the Commission under the 1935 Act relating to the issuance and
sale of the Debentures by the Company. We have also examined or
caused to be examined such other documents and have satisfied
ourselves as to such other matters as we have deemed necessary in
order to render this opinion. We have not examined the
Debentures, except a specimen thereof, and we have relied upon a
certificate of the Trustee as to the authentication and delivery
thereof.
Subject to the foregoing and to the further exceptions
and qualifications set forth below, we are of the opinion that:
(1) The Indenture has been duly and validly authorized
by all necessary corporate action on the part of the Company, has
been duly and validly executed and delivered by the Company, is a
legal, valid and binding instrument of the Company enforceable
against the Company in accordance with its terms, except as the
same may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws
affecting creditors' rights and general equitable principles
(regardless of whether enforceability is considered in a
proceeding in equity or at law), and is duly qualified under the
Trust Indenture Act, and no proceedings to suspend such
qualification have been instituted or, to our knowledge,
threatened by the Commission.
(2) The statements made in the Prospectus and the
Prospectus Supplement under the captions "Description of Debt
Securities" and "Description of the Debentures," respectively,
insofar as they purport to constitute summaries of the documents
referred to therein, constitute accurate summaries of the terms
of such documents in all material respects.
(3) The Debentures have been duly and validly
authorized by all necessary corporate action on the part of the
Company, and are legal, valid and binding obligations of the
Company enforceable in accordance with their terms, except as
limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization or other similar laws affecting
creditors' rights and general equitable principles (regardless of
whether enforceability is considered in a proceeding in equity or
at law), and are entitled to the benefits provided by the
Indenture.
(4) The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(5) The issuance and sale by the Company of the
Debentures and the execution, delivery and performance by the
Company of the Indenture and the Underwriting Agreement (a) will
not violate any provision of the Company's Amended and Restated
Articles of Incorporation or By-Laws, each as amended, (b) will
not violate any provisions of, or constitute a default under, or
result in the creation or imposition of any lien, charge or
encumbrance on or security interest in, any of the assets of the
Company pursuant to the provisions of, any mortgage, indenture,
contract, agreement or other undertaking known to us (having made
due inquiry with respect thereto) to which the Company is a party
or which purports to be binding upon the Company or upon any of
their respective assets, and (c) will not violate any provision
of any law or regulation applicable to the Company or, to the
best of our knowledge (having made due inquiry with respect
thereto), any provision of any order, writ, judgment or decree of
any governmental instrumentality applicable to the Company
(except that various consents of, and filings with, governmental
authorities may be required to be obtained or made, as the case
may be, in connection or compliance with the provisions of the
securities or blue sky laws of any jurisdiction).
(6) Except in each case as to the financial statements
and other financial or statistical data included or incorporated
by reference therein, upon which we do not pass, the 1995
Registration Statement and the Registration Statement, when each
became effective, and the Prospectus, at the time it was filed
with, or transmitted for filing to, the Commission pursuant to
Rule 424(b), complied as to form in all material respects with
the applicable requirements of the Securities Act and (except
with respect to the Statements of Eligibility, upon which we do
not pass) the Trust Indenture Act, and the applicable
instructions, rules and regulations of the Commission thereunder
or pursuant to said instructions, rules and regulations are
deemed to comply therewith; with respect to the documents or
portions thereof filed with the Commission pursuant to the
Exchange Act, and incorporated by reference in the Prospectus
pursuant to Item 12 of Form S-3, such documents or portions
thereof, on the date filed with the Commission, complied as to
form in all material respects with the applicable provisions of
the Exchange Act and the applicable instructions, rules and
regulations of the Commission thereunder or pursuant to said
instructions, rules and regulations are deemed to comply
therewith; and the 1995 Registration Statement and the
Registration Statement have become, and on the date hereof are,
effective under the Securities Act, and, to the best of our
knowledge, no stop order suspending the effectiveness of the 1995
Registration Statement or the Registration Statement has been
issued and no proceedings for that purpose are pending or
threatened under Section 8(d) of said Securities Act.
(7) An appropriate order has been entered by the
Commission under the 1935 Act authorizing the issuance and sale
of the Debentures; to the best of our knowledge, said order is in
full force and effect; no further approval, authorization,
consent or other order of any governmental body (other than under
the Securities Act and the Trust Indenture Act, which have been
duly obtained, or in connection or compliance with the provisions
of the securities or blue sky laws of any jurisdiction) is
legally required to permit the issuance and sale by the Company
of the Debentures pursuant to the Underwriting Agreement; and no
further approval, authorization, consent or other order of any
governmental body is legally required to permit the performance
by the Company of its obligations with respect to the Debentures
or under the Indenture and the Underwriting Agreement.
In passing upon the forms of the 1995 Registration
Statement, the Registration Statement and the Prospectus, we
necessarily assume the correctness and completeness of the
statements made by the Company and information included or
incorporated by reference in the 1995 Registration Statement, the
Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in paragraph (2) above. In connection
with the 1995 Registration Statement, the Registration Statement
and the Prospectus, we have had discussions with certain of the
Company's officers and representatives, with other counsel for
the Company, and with the independent certified public
accountants of the Company who examined certain of the financial
statements incorporated by reference in the 1995 Registration
Statement and the Registration Statement. Our examination of the
1995 Registration Statement, the Registration Statement and the
Prospectus and our discussions did not disclose to us any
information which gives us reason to believe that the 1995
Registration Statement or the Registration Statement, at the
respective Effective Dates thereof, contained an untrue statement
of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein
not misleading or that the Prospectus, at the time filed with, or
transmitted for filing to, the Commission pursuant to Rule 424(b)
and at the date hereof, contained or contains any untrue
statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading. We do not express any opinion or belief as to the
financial statements or other financial or statistical data
included or incorporated by reference in the 1995 Registration
Statement or the Registration Statement or the Prospectus, as to
the Statements of Eligibility or as to the information contained
in the Prospectus under the caption "Book-Entry Securities."
We have examined the portions of the information
contained in the 1995 Registration Statement and the Registration
Statement that are stated therein to have been made on our
authority, and we believe such information to be correct. We are
members of the New York Bar and do not hold ourselves out as
experts on the laws of any other state. As to all matters of
Arkansas and Mississippi law, we have relied upon the below-named
opinions of counsel to the extent that such opinions state an
opinion with regard to the matters covered by this opinion. As
to matters of Arkansas law relating to the Company, we have, with
your consent, relied upon an opinion of even date herewith
addressed to us of Friday, Eldredge & Clark of Little Rock,
Arkansas. As to matters of Mississippi law related to the
Company, we have, with your consent, relied upon the opinion of
even date herewith of Ann G. Roy, Esq., Associate Counsel -
Corporate and Securities of Entergy Services, Inc., that has been
delivered to you pursuant to the Underwriting Agreement. We have
not examined into and are not passing upon matters relating to
the incorporation of the Company.
The opinion set forth above is solely for the benefit
of the addressees of this letter in connection with the
Underwriting Agreement and the transactions contemplated
thereunder and it may not be relied upon in any manner by any
other person or for any other purpose without our prior written
consent, except that Ann G. Roy, Esq., Associate Counsel -
Corporate and Securities of Entergy Services, Inc., may rely on
this opinion as to all matters of New York law in rendering her
opinion related to the Company required to be delivered under the
Underwriting Agreement.
Very truly yours,
REID & PRIEST LLP
<PAGE>
EXHIBIT C
[Letterhead of Friday, Eldredge & Clark]
August 29, 1996
Ann G. Roy, Esq.
Associate Counsel -
Corporate and Securities of
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
Ladies and Gentlemen:
We have acted as Arkansas counsel for System Energy
Resources, Inc., an Arkansas corporation (the "Company"), in
connection with the issuance and sale by it, pursuant to the
Underwriting Agreement, effective August 26, 1996 (the
"Underwriting Agreement") between the Company and the
underwriters named therein of $45,000,000 aggregate principal
amount of its 7.80% Debentures due August 1, 2000 (the
"Debentures"), issued pursuant to an Indenture dated as of
September 1, 1995, as supplemented by a supplemental indenture,
resolutions of the Board of Directors of the Company or in a
certificate of an officer of the Company pursuant to such
supplemental indenture or resolutions (the "Indenture"), between
the Company and The Chase Manhattan Bank (formerly known as
Chemical Bank), as Trustee (the "Trustee"). This opinion is
rendered to you at the request of the Company. Capitalized terms
used herein and not otherwise defined have the meanings ascribed
to such terms in the Underwriting Agreement.
In our capacity as such counsel, we have either
participated in the preparation of or have examined and are
familiar with: (a) the Company's Amended and Restated Articles
of Incorporation and By-Laws, each as amended; (b) the
Underwriting Agreement; (c) the Indenture; (d) the 1995
Registration Statement and the Registration Statement and
Prospectus filed under the Securities Act; (e) the records of
various corporate proceedings relating to the authorization,
issuance and sale of the Debentures by the Company. We have also
examined or caused to be examined such other documents and have
satisfied ourselves as to such other matters as we have deemed
necessary in order to render this opinion. We have not examined
the Debentures, except a specimen thereof, and we have relied
upon a certificate of the Trustee as to the authentication and
delivery thereof.
Subject to the foregoing and to the further exceptions
and qualifications set forth below, we are of the opinion that:
(1) The Company is duly organized and validly existing
as a corporation in good standing under the laws of the State of
Arkansas and is duly qualified to conduct its business in such
State.
(2) The Indenture has been duly and validly authorized
by all necessary corporate action on the part of the Company, has
been duly and validly executed and delivered by the Company and
is a legal, valid and binding instrument of the Company
enforceable against the Company in accordance with its terms,
except as limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws
affecting creditors' rights and general equitable principles
(regardless of whether enforceability is considered in a
proceeding in equity or at law).
(3) The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(4) The Debentures have been duly and validly
authorized by all necessary corporate action on the part of the
Company, and are legal, valid and binding obligations of the
Company enforceable in accordance with their terms, except as
limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization or other similar laws affecting
creditors' rights and general equitable principles (regardless of
whether enforceability is considered in a proceeding in equity or
at law), and are entitled to the benefits provided by the
Indenture.
(5) No recordings, registrations or filings of the
Indenture are required for the validity or enforcement thereof.
(6) The issuance and sale by the Company of the
Debentures and the execution, delivery and performance by the
Company of the Indenture and the Underwriting Agreement (a) will
not violate any provision of the Company's Amended and Restated
Articles of Incorporation or By-Laws, each as amended, and (b)
will not violate any provision of any law or regulation of the
State of Arkansas or any subdivision thereof applicable to the
Company or, to the best of our knowledge (having made due inquiry
with respect thereto), any provision of any order, writ, judgment
or decree of any governmental instrumentality of the State of
Arkansas or any subdivision thereof applicable to the Company.
(7) No approval, authorization, order, license,
permit, franchise or consent of, or registration, declaration or
filing with, any Arkansas governmental authority is required in
connection with the issuance and sale of the Debentures or the
execution, delivery and performance by the Company of the
Indenture and the Underwriting Agreement.
Since we have acted herein only as Arkansas counsel for
the Company, the opinions set forth herein relate only to matters
governed by the laws of the State of Arkansas. You may rely upon
this opinion in rendering your respective opinions required to be
delivered under the Underwriting Agreement, and the underwriters
to whom your respective opinions are addressed may rely upon this
opinion in connection with the Underwriting Agreement and the
transactions contemplated thereunder as though it were addressed
and delivered to such underwriters. This opinion may not be
relied upon in any other manner by any other person or for any
other purpose without our prior written consent.
Very truly yours,
FRIDAY, ELDREDGE & CLARK
<PAGE>
EXHIBIT D
[Letterhead of Winthrop, Stimson, Putnam & Roberts]
August 29, 1996
Bear, Stearns & Co. Inc.
Morgan Stanley & Co. Incorporated
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
We have acted as counsel for you as the several
underwriters of $45,000,000 aggregate principal amount of the
7.80% Debentures due August 1, 2000 (the "Debentures"), issued by
System Energy Resources, Inc., an Arkansas corporation (the
"Company"), under an Indenture dated as of September 1, 1995, as
supplemented by a supplemental indenture, resolutions of the
Board of Directors of the Company or in a certificate of an
officer of the Company pursuant to such supplemental indenture or
resolutions (the "Indenture"), between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), as Trustee (the
"Trustee"), pursuant to the Underwriting Agreement between you
and the Company effective August 26, 1996 (the "Underwriting
Agreement").
We are members of the New York Bar and, for purposes of
this opinion, do not hold ourselves out as experts on the laws of
any jurisdiction other than the State of New York and the United
States of America. We have, with your consent, relied upon
opinions of even date herewith addressed to you (or upon which it
is stated that you may rely) of Friday, Eldredge & Clark and Ann
G. Roy, Esq., Associate Counsel - Corporate and Securities of
Entergy Services, Inc., as to the matters covered in such
opinions relating to Arkansas and Mississippi law, respectively.
We have reviewed said opinions and believe that they are
satisfactory. We have also reviewed the opinion of Reid & Priest
LLP required by Section 7(d) of the Underwriting Agreement, and
we believe said opinion to be satisfactory.
We have also reviewed such documents and satisfied
ourselves as to such other matters as we have deemed necessary in
order to enable us to express this opinion. As to various
questions of fact material to this opinion, we have relied upon
representations of the Company and statements in the 1995
Registration Statement and the Registration Statement. In such
review, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and
the conformity to the originals of the documents submitted to us
as certified or photostatic copies and the correctness of all
statements of fact contained in all such original or copied
documents. We have not examined the Debentures, except a
specimen thereof, and we have relied upon a certificate of the
Trustee as to the authentication and delivery thereof. We have
not examined into, and are expressing no opinion or belief as to
matters relating to, incorporation of the Company. Capitalized
terms used herein and not otherwise defined have the meanings
ascribed to such terms in the Underwriting Agreement.
Subject to the foregoing and to the further exceptions
and qualifications set forth below, we are of the opinion that:
(1) The Indenture has been duly and validly authorized
by all necessary corporate action on the part of the Company, has
been duly and validly executed and delivered by the Company, is a
legal, valid and binding instrument of the Company enforceable
against the Company in accordance with its terms, except as the
same may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization or other similar laws affecting
creditors' rights and general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or
at law) and, to the best of our knowledge, the Indenture is duly
qualified under the Trust Indenture Act, and no proceedings to
suspend such qualification have been instituted or threatened by
the Commission.
(2) The statements made in the Prospectus and the
Prospectus Supplement under the captions "Description of Debt
Securities" and "Description of the Debentures," respectively,
insofar as they purport to constitute summaries of the documents
referred to therein, constitute accurate summaries of the terms
of such documents in all material respects.
(3) The Debentures have been duly and validly
authorized by all necessary corporate action on the part of the
Company, and have been duly and validly authorized by all
necessary corporate action, and are legal, valid and binding
obligations of the Company enforceable in accordance with their
terms, except as limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization or other similar laws affecting
creditors' rights and general equitable principles (regardless of
whether enforceability is considered in a proceeding in equity or
at law), and are entitled to the benefits provided by the
Indenture.
(4) The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(5) An appropriate order has been entered by the
Commission under the 1935 Act authorizing the issuance and sale
of the Debentures, and to the best of our knowledge, such order
is in full force and effect; and no further approval,
authorization, consent or other order of any governmental body
(other than authorizations of the Commission under the Securities
Act and the Trust Indenture Act or in connection or compliance
with the provisions of the securities or blue sky laws of any
jurisdiction) is legally required to permit the issuance and sale
of the Debentures by the Company pursuant to the Underwriting
Agreement.
(6) Except in each case as to the financial statements
and other financial or statistical data included or incorporated
by reference therein, upon which we do not pass, the 1995
Registration Statement and the Registration Statement, when each
became effective, and the Prospectus, at the time it was filed
with, or transmitted for filing to, the Commission pursuant to
Rule 424(b) complied as to form in all material respects with the
applicable requirements of the Securities Act and (except with
respect to the Statements of Eligibility, upon which we do not
pass) the Trust Indenture Act, and the applicable instructions,
rules and regulations of the Commission thereunder or pursuant to
said instructions, rules and regulations are deemed to comply
therewith; with respect to the documents or portions thereof
filed with the Commission pursuant to the Exchange Act, and
incorporated by reference in the Prospectus pursuant to Item 12
of Form S-3, such documents or portions thereof, on the date
filed with the Commission, complied as to form in all material
respects with the applicable provisions of the Exchange Act and
the applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions, rules and
regulations are deemed to comply therewith; and, to the best of
our knowledge, the 1995 Registration Statement and the
Registration Statement have become, and on the date hereof are,
effective under the Securities Act and no stop order suspending
the effectiveness of the 1995 Registration Statement or the
Registration Statement has been issued and no proceedings for
that purpose are pending or threatened under Section 8(d) of the
Securities Act.
In passing upon the forms of the 1995 Registration
Statement and the Registration Statement, the form of the
Prospectus and the form of the documents incorporated by
reference in the Prospectus, we necessarily assume the
correctness, completeness and fairness of statements made by the
Company and the information included or incorporated by reference
in the 1995 Registration Statement, the Registration Statement
and the Prospectus and take no responsibility therefor, except
insofar as such statements relate to us and as set forth in
paragraph (2) hereof. In the course of the preparation by the
Company of the 1995 Registration Statement, the Registration
Statement and the Prospectus, we have had discussions with
certain officers, employees and representatives of the Company
and Entergy Services, Inc., with counsel for the Company and with
your representatives. Our review of the 1995 Registration
Statement and the Registration Statement and the Prospectus, and
such discussions did not disclose to us any information that
gives us reason to believe that the 1995 Registration Statement
or the Registration Statement, at the respective Effective Dates
thereof, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or that
the Prospectus, at the time filed with, or transmitted for filing
to, the Commission pursuant to Rule 424(b) and at the date
hereof, contained or contains any untrue statement of a material
fact or omitted or omits to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. We do
not express any opinion or belief as to the financial statements
or other financial or statistical data included or incorporated
by reference in the 1995 Registration Statement, the Registration
Statement or the Prospectus, as to the Statements of Eligibility
or as to the information contained in the Prospectus under the
caption "Book-Entry Securities."
This opinion is solely for the benefit of the
addressees hereof in connection with the Underwriting Agreement
and the transactions contemplated thereunder and may not be
relied upon in any manner by any other person (other than the
several Underwriters) or for any other purpose, without our prior
written consent.
Very truly yours,
WINTHROP, STIMSON, PUTNAM & ROBERTS
<PAGE>
EXHIBIT E
ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS PURSUANT TO
SECTION 7(f)(iv) OF THE UNDERWRITING AGREEMENT FOR INCLUSION IN
THE LETTER OF THE ACCOUNTANTS REFERRED TO THEREIN
Caption Pages Items
FORM 10-Q FOR THE QUARTER
ENDED JUNE 30, 1996
MANAGEMENT'S FINANCIAL 4 The amount of additional first
DISCUSSION AND ANALYSIS -- mortgage bonds issuable by the
LIQUIDITY AND CAPITAL Company as of June 30, 1996
RESOURCES -- Entergy, based upon the most
Entergy Arkansas, Entergy restrictive applicable tests
Gulf States, Entergy and assuming an annual
Louisiana, Entergy interest rate of 8.5%.
Mississippi, Entergy New
Orleans and System Energy
Exhibit F-1(f)
September 5, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I am familiar with (A) the application-
declaration on Form U-1 (File No. 70-8511), as amended
("Application-Declaration"), filed with the Securities and
Exchange Commission ("Commission") under the Public Utility
Holding Company Act of 1935, as amended, by System Energy
Resources, Inc. ("Company") and the other companies named
therein contemplating, among other things, the issuance and
sale of one or more series of the Company's debentures, (B)
the Commission's orders, dated May 9, 1995, August 18, 1995
and August 27, 1996, granting and permitting to become
effective the Application-Declaration with respect to the
foregoing matters ("Orders"), and (C) the subsequent
issuance and sale by the Company on August 29, 1996, of
$45,000,000 in aggregate principal amount of its 7.80%
Debentures due August 1, 2000 ("Debentures"). In
connection therewith, I advise as follows:
(1) The Company is a corporation duly organized
and validly existing under the laws of the State of
Arkansas.
(2) The issuance and sale of the Debentures have
been consummated in accordance with the Application-
Declaration and the Orders.
(3) All state laws that relate or are applicable
to the issuance and sale of the Debentures (other than
so-called "blue-sky" or similar laws, upon which I do
not pass herein) have been complied with.
(4) The Debentures are valid and binding
obligations of the Company in accordance with their
terms, except as limited by bankruptcy, insolvency or
other laws affecting enforcement of creditors' rights.
(5) The consummation of the issuance and sale of
the Debentures has not violated the legal rights of
the holders of any securities issued by the Company or
any associate company thereof.
I am a member of the Bar of Mississippi and do
not hold myself out as expert on the laws of any other
state. In giving this opinion, I have relied, as to all
matters governed by the laws of the State of New York, upon
an opinion of even date herewith of Reid & Priest, LLP
which is to be filed as an exhibit to the Certificate
pursuant to Rule 24.
I hereby consent to the use of this opinion as an
exhibit to the Certificate pursuant to Rule 24.
Very truly yours,
/s/Ann G. Roy
Ann G. Roy
Associate Counsel-Corporate and Securities
Entergy Services, Inc.
Exhibit F-2(f)
New York, New York
September 5, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are familiar with (A) the application-
declaration on Form U-1 (File No. 70-8511), as amended
("Application-Declaration"), filed with the Securities and
Exchange Commission ("Commission") under the Public Utility
Holding Company Act of 1935, as amended, by System Energy
Resources, Inc. ("Company") and the other companies named
therein contemplating, among other things, the issuance and
sale of one or more series of the Company's debentures, (B)
the Commission's orders, dated May 9, 1995, August 18, 1995
and August 27, 1996, granting and permitting to become
effective the Application-Declaration with respect to the
foregoing matters ("Orders"), and (C) the subsequent
issuance and sale by the Company on August 29, 1996, of
$45,000,000 in aggregate principal amount of its 7.80%
Debentures due August 1, 2000 ("Debentures"). In
connection therewith, we advise as follows:
(1) The Company is a corporation duly organized
and validly existing under the laws of the State of
Arkansas.
(2) The issuance and sale of the Debentures have
been consummated in accordance with the Application-
Declaration and the Orders.
(3) All state laws that relate or are applicable
to the issuance and sale of the Debentures (other than
so-called "blue-sky" or similar laws, upon which we do
not pass herein) have been complied with.
(4) The Debentures are valid and binding
obligations of the Company in accordance with their
terms, except as limited by bankruptcy, insolvency or
other laws affecting enforcement of creditors' rights.
(5) The consummation of the issuance and sale of
the Debentures has not violated the legal rights of
the holders of any securities issued by the Company or
any associate company thereof.
We are members of the New York Bar and do not
hold ourselves out as experts on the laws of any other
state. In giving this opinion, we have relied, as to all
matters governed by the laws of the State of Arkansas and
of the State of Mississippi, upon an opinion of even date
herewith of Ann G. Roy, Esq., Associate Attorney --
Corporate and Securities of Entergy Services, Inc., which
is to be filed as an exhibit to the Certificate pursuant to
Rule 24.
We hereby consent to the use of this opinion as
an exhibit to the Certificate pursuant to Rule 24.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
