Exhibit A-2(a)
Texas Secretary of State File No. 74-009496
ENTERGY GULF STATES, INC.
(Formerly Gulf States Utilities Company)
350 Pine Street
Beaumont, Texas 77701
TO
THE CHASE MANHATTAN BANK
(Formerly known as Chemical Bank)
as Trustee
450 West 33rd Street
New York, New York 10001
__________________
Fifty-ninth Supplemental Indenture
Dated as of June 1, 2000
__________________
Relating to an Issue of First Mortgage Bonds,
Floating Rate Series due June 2, 2003,
and Supplementing Indenture of Mortgage
dated September 1, 1926
__________________
THIS INSTRUMENT GRANTS A SECURITY
INTEREST BY A UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED
PROPERTY PROVISIONS
<PAGE>
ENTERGY GULF STATES, INC.
TABLE OF CONTENTS
Inserted for convenience only and not as a part of
Fifty-ninth Supplemental Indenture.
Page
Parties.......................................................... 1
Recitals......................................................... 1
Performance of Acts Necessary to Legality ...................... 3
Granting Clauses................................................. 3
Exception Clause................................................. 5
Habendum......................................................... 5
Declaration of Trust............................................. 7
Execution........................................................ 20
Acknowledgements................................................. 23
Affidavit of Vice President of the Company...................... 27
Resolution of the Board of Directors of the Company
(Authorizing Fifty-ninth Supplemental Indenture)................. 29
ARTICLE ONE.
Bonds of the 2003B Series
and Certain Provisions Relating Thereto.
Sec. 1.01. A. Certain Defined Terms.............................. 7
B. Terms of Bonds of the 2003B Series................. 8
C. Form of Bonds of the 2003B Series.................. 10
Sec. 1.02. Redemption Provisions for Bonds of the 2003B Series... 18
Sec. 1.03. Duration of Effectiveness of Article One.............. 18
Sec. 1.04. Restriction on Payment of Dividends on
Common Stock, etc.................................... 18
ARTICLE TWO.
Secs. 2.01 - 2.05. Sundry Provisions............................. 18
ARTICLE THREE
Schedule of Mortgaged Property................................... 19
<PAGE>
THIS FIFTY-NINTH SUPPLEMENTAL INDENTURE, dated as of the
1st day of June, 2000, by and between ENTERGY GULF STATES, INC.
(formerly Gulf States Utilities Company), a corporation duly
organized and existing under the laws of the State of Texas
(hereinafter sometimes called the Company), party of the first
part, and THE CHASE MANHATTAN BANK (formerly known as Chemical
Bank), a corporation duly organized and existing under the laws
of the State of New York and having its principal place of
business in the Borough of Manhattan, City and State of New York,
as successor trustee under the Indenture of Mortgage and
indentures supplemental thereto hereinafter mentioned
(hereinafter sometimes called the Trustee), party of the second
part;
WITNESSETH: THAT
WHEREAS, the Company has heretofore executed and delivered
its Indenture of Mortgage, dated September 1, 1926 (hereinafter
sometimes called the Original Indenture), to THE CHASE NATIONAL
BANK OF THE CITY OF NEW YORK, as trustee, in and by which the
Company conveyed and mortgaged to said The Chase National Bank of
the City of New York, as trustee, certain property, therein
described, to secure the payment of its bonds issued and to be
issued under said Original Indenture in one or more series, as
therein provided; and
WHEREAS, the Company has heretofore executed and delivered
to The Chase National Bank of the City of New York, as trustee,
the First through the Fourth Supplemental Indentures, all
supplementing and modifying said Original Indenture; and
WHEREAS, on March 21, 1939, The Chase National Bank of the
City of New York resigned as trustee under the Original Indenture
and all indentures supplemental thereto as aforesaid, pursuant to
Section 4 of Article XIV of the Original Indenture, and by an
Indenture dated March 21, 1939 said resignation was accepted and
Central Hanover Bank and Trust Company was duly appointed the
successor trustee under the Original Indenture and all indentures
supplemental thereto, said resignation and appointment both being
effective as of March 21, 1939, and the Central Hanover Bank and
Trust Company did by said Indenture dated March 21, 1939 accept
the trust under the Original Indenture and all indentures
supplemental thereto; and
WHEREAS, the Company has heretofore executed and delivered
to Central Hanover Bank and Trust Company, as successor trustee,
the Fifth through the Tenth Supplemental Indentures,
supplementing and modifying said Original Indenture; and
WHEREAS, the name of Central Hanover Bank and Trust
Company, successor trustee, as aforesaid, was changed effective
June 30, 1951 to "The Hanover Bank"; and
WHEREAS, the Company has heretofore executed and delivered
to The Hanover Bank, as successor trustee, the Eleventh through
the Twentieth Supplemental Indentures, supplementing and
modifying said Original Indenture; and
WHEREAS, on September 8, 1961, pursuant to the laws of the
State of New York, the Hanover Bank, successor trustee, as
aforesaid, was duly merged into Manufacturers Trust Company, a
New York corporation, under the name "Manufacturers Hanover Trust
Company," and Manufacturers Hanover Trust Company thereupon
became the duly constituted successor trustee under the Original
Indenture, as supplemented and modified as aforesaid; and
WHEREAS, the Company has heretofore executed and delivered
to Manufacturers Hanover Trust Company, as successor trustee, the
Twenty-first through the Fifty-fourth Supplemental Indentures,
supplementing and modifying said Original Indenture; and
WHEREAS, on June 19, 1992, pursuant to the laws of the State
of New York, Manufacturers Hanover Trust Company, successor
trustee, as aforesaid, was duly merged into Chemical Bank, a New
York corporation, under the name "Chemical Bank," and Chemical
Bank thereupon became the duly constituted successor trustee
under the Original Indenture, as supplemented and modified as
aforesaid; and
WHEREAS, the Company has heretofore executed and delivered
to Chemical Bank, as successor trustee, the Fifty-fifth through
the Fifty-eighth Supplemental Indentures, supplementing and
modifying said Original Indenture; and
WHEREAS, the name of Chemical Bank, successor trustee, as
aforesaid, was duly merged with and changed effective July 14,
1996 to The Chase Manhattan Bank; and
WHEREAS, the Company has heretofore executed and delivered
to The Chase Manhattan Bank, as successor trustee, the Fifty-
eighth Supplemental Indenture supplementing and modifying said
Original Indenture; and
WHEREAS, the series of bonds established under the Seventh
Supplemental Indenture supplementing and modifying said Original
Indenture and under each successive supplemental indenture have
been designated respectively and are referred to herein as "Bonds
of the 1976, 1978, 1979, 1980, 1981, 1982, 1983, 1986, 1987,
1988, 1989, 1989A, 1990, 1992, 1996, 1997, 1998, 1998A, 1999,
1999A, 2000, 2000A, 2001, 2003, 2004, 2005, 2006, 2007, 2009,
2009A, 1987A, 2010, 1991, 1993, 1992A, 2012, 2013, 2013A, 1994,
2014B, C and D, 2015, 2016, 2016A, 1994A, 2002, 2022, 2004A,
2024, 1996A, 1997A, 1998B, 1999B, 2003A and MTN Series"; and
WHEREAS, under the Original Indenture, as supplemented and
modified, any new series of Bonds may at any time be established
by the Board of Directors of the Company and the terms thereof
may be specified by a supplemental indenture executed by the
Company and the Trustee; and
WHEREAS, the Company proposes to create under the Original
Indenture, as supplemented and modified as aforesaid and as
further supplemented by this Fifty-ninth Supplemental Indenture
(the Original Indenture as so supplemented and modified being
hereinafter sometimes called the Indenture), a new series of
Bonds to be designated First Mortgage Bonds, Floating Rate Series
due June 2, 2003, such Bonds when originally issued to be dated
as of June 1, 2000 and to mature on June 2, 2003 (hereinafter
sometimes referred to as the Bonds of the 2003B Series), and
presently to issue $300,000,000 aggregate principal amount of the
Bonds of the 2003B Series; and
WHEREAS, all acts and proceedings required by law and by the
Restated Articles of Incorporation and Bylaws of the Company
necessary to make the Bonds of the 2003B Series, when executed by
the Company, authenticated and delivered by the Trustee and duly
issued, the valid, binding and legal obligations of the Company,
and to constitute the Indenture a valid and binding mortgage for
the security of all the Bonds of the Company issued or to be
issued under the Indenture, in accordance with its and their
terms, have been done and taken; and the execution and delivery
of this Fifty-ninth Supplemental Indenture have been in all
respects duly authorized;
NOW, THEREFORE, THIS FIFTY-NINTH SUPPLEMENTAL INDENTURE
WITNESSETH:
That in order to secure the payment of the principal of,
premium, if any, and interest on, all Bonds at any time issued
and outstanding under the Indenture, according to their tenor,
purport and effect, and to secure the performance and observance
of all the covenants and conditions in said Bonds and in the
Indenture contained, and to declare the terms and conditions upon
and subject to which the Bonds of the 2003B Series are and are to
be issued and secured, and for and in consideration of the
premises and of the mutual covenants herein contained and of the
acceptance of the Bonds of the 2003B Series by the holders
thereof, and of the sum of $1 duly paid to the Company by the
Trustee, at or before the execution and delivery hereof, and for
other valuable considerations, the receipt whereof is hereby
acknowledged, the Company has executed and delivered this Fifty-
ninth Supplemental Indenture, and by these presents does grant,
bargain, sell, alienate, remise, release, convey, assign,
transfer, mortgage, hypothecate, pledge, set over and confirm
unto the Trustee, its successors in trust and assigns, the
following property, rights, privileges and franchises hereinafter
described, acquired by the Company since the execution and
delivery by it of the Fifty-seventh Supplemental Indenture:
CLAUSE I.
All the property, real, personal or mixed, tangible or
intangible (other than excepted property as hereinafter defined)
of every kind, character and description which is described in
the Schedule of Mortgaged Properties set forth in Article Three
hereof.
CLAUSE II.
Without in any way limiting anything in Clause I or
hereinafter described, all and singular the lands, real estate,
chattels real, interests in land, leaseholds, ways, rights of
way, grants, easements, servitudes, rights pursuant to
ordinances, consents, permits, patents, licenses, lands under
water, water and riparian rights, franchises, privileges,
immunities, rights to construct, maintain and operate
distribution and transmission systems, all other rights and
interests, gas, water, steam and electric light, heat and power
plants and systems, dams, and dam sites, stations and
substations, powerhouses, electric transmission and distribution
lines and systems, pipe lines, conduits, towers, poles, wires,
cables and all other structures, machinery, engines, boilers,
dynamos, motors, transformers, generators, electric and
mechanical appliances, office buildings, warehouses, garages,
stables, sheds, shops, tunnels, subways, bridges, other buildings
and structures, implements, tools and other apparatus,
appurtenances and facilities, materials and supplies, and all
other property of any nature appertaining to any of the plants,
systems, business or operations of the Company, whether or not
affixed to the realty, used in the operation of any of the
premises or plants or systems, or otherwise, which are now owned
or which may hereafter be owned or acquired by the Company, other
than excepted property as hereinafter defined; including (but not
limited to) all its properties situated in the Cities of
Beaumont, Port Arthur and Orange, and in the Counties of Brazos,
Burleson, Chambers, Falls, Galveston, Grimes, Hardin, Harris,
Jasper, Jefferson, Leon, Liberty, Limestone, Madison, Milam,
Montgomery, Newton, Orange, Polk, Robertson, San Jacinto,
Trinity, Tyler, Walker, Waller and Washington, Texas, and
vicinity, and the Cities of Baton Rouge, Jennings and Lake
Charles and in the Parishes of Acadia, Allen, Ascension,
Beauregard, Calcasieu, Cameron, East Baton Rouge, East Feliciana,
Iberia, Iberville, Jefferson Davis, Lafayette, Livingston, Pointe
Coupee, St. Helena, St. Landry, St. Martin, St. Tammany,
Tangipahoa, Vermilion, Washington, West Baton Rouge and West
Feliciana, Louisiana, and vicinity, and wheresoever situated
(other than excepted property as hereinafter defined).
CLAUSE III.
All corporate, Federal, State, county (parish), municipal
and other permits, consents, licenses, bridge licenses, bridge
rights, river permits, franchises, patents, rights pursuant to
ordinances, grants, privileges and immunities of every kind and
description, now belonging to or which may hereafter be owned,
held, possessed or enjoyed by the Company (other than excepted
property as hereinafter defined) and all renewals, extensions,
enlargements and modifications of any of them.
CLAUSE IV.
Also all other property, real, personal or mixed, tangible
or intangible (other than excepted property as hereinafter
defined) of every kind, character and description and wheresoever
situated, whether or not useful in the generation, manufacture,
production, transportation, distribution, sale or supplying of
electricity, steam, water or gas, now owned or which may
hereafter be acquired by the Company, it being the intention
hereof that all property, rights and franchises acquired by the
Company after the date hereof (other than excepted property as
hereinafter defined) shall be as fully embraced within and
subjected to the lien hereof as if such property were now owned
by the Company and were specifically described herein and
conveyed hereby.
CLAUSE V.
Together with all and singular the plants, buildings,
improvements, additions, tenements, hereditaments, easements,
servitudes, rights, privileges, licenses, and franchises and all
other appurtenances whatsoever belonging or in anywise
appertaining to any of the property hereby mortgaged or pledged,
or intended so to be, or any part thereof, and the reversion and
reversions, reservation and reservations, remainder and
remainders, and the tolls, rents, revenues, issues, earnings,
income, products and profits thereof and every part and parcel
thereof and all of the estate, right, title, interest,
possession, property, claim and demand of every nature whatsoever
of the Company at law, in equity or otherwise howsoever, in, of,
and to such property and every part and parcel thereof.
CLAUSE VI.
Also any and all property, real, personal or mixed, including
excepted property, that may, from time to time hereafter, by
delivery or by writing of any kind, for the purposes hereof be in
anywise subjected to the lien hereof or be expressly conveyed,
mortgaged, hypothecated, assigned, transferred, deposited and/or
pledged by the Company, or by anyone in its behalf or with its
consent, to and with the Trustee, which is hereby authorized to
receive the same at any and all times as and for additional
security and also, when and as in the Seventh Supplemental
Indenture provided, as substituted security hereunder, to the
extent permitted by law. Such conveyance, mortgage,
hypothecation, assignment, transfer, deposit and/or pledge or
other creation of lien by the Company or by anyone in its behalf
or with its consent of or upon any property as and for additional
security may be made subject to any reservations, limitations,
conditions and provisionswhich shall be set forth in an
instrument or agreement in writing executed by the Company, or
the person or corporation conveying, assigning, mortgaging,
hypothecating, transferring, depositing and/or pledging the same,
respecting the use, management and disposition of the property so
conveyed, assigned, mortgaged, hypothecated, transferred,
deposited and/or pledged, or the proceeds thereof.
CLAUSE VII.
PROPERTIES EXCEPTED.
There is, however, expressly excepted and excluded from the
lien and operation of this Indenture all ''Excepted Property" as
defined and described in Granting Clause VII of the Indenture
(omitting from such exception specifically described property
thereafter expressly subjected to the lien of the Indenture),
together with all property released by the Trustee or otherwise
disposed of by the Company free from the lien of the Indenture
prior to the execution of this Fifty-ninth Supplemental
Indenture.
TO HAVE AND TO HOLD the trust estate and all and singular
the lands, properties, estates, rights, franchises, privileges
and appurtenances hereby mortgaged, hypothecated, conveyed,
pledged or assigned, or intended so to be, together with all the
appurtenances thereto appertaining and the rents, issues and
profits thereof, unto the Trustee and its successors in trust and
to its assigns, forever.
SUBJECT, HOWEVER, to the exceptions (except as omitted
above in Clause VII hereof), reservations, restrictions,
conditions, limitations, covenants and matters recited in Article
Twenty of the Indenture, and in each respective Article Three of
the Eighth and each consecutive succeeding Supplemental Indenture
through the Seventeenth Supplemental Indenture and, likewise, of
the Nineteenth through the Thirty-seventh Supplemental Indentures
and, also, the Thirty-ninth through the Fifty-seventh
Supplemental Indentures or contained in any deeds and other
instruments whereunder the Company has acquired any of the
property now owned by it, to permitted encumbrances as defined in
Subsection B of Section 1.07 of the Indenture, and, with respect
to any property which the Company may hereafter acquire, to all
terms, conditions, agreements, covenants, exceptions and
reservations expressed or provided in the deeds or other
instruments, respectively, under and by virtue of which the
Company shall hereafter acquire the same and to any liens thereon
existing, and to any liens for unpaid portions of the purchase
money placed thereon, at the time of such acquisition.
BUT, IN TRUST, NEVERTHELESS, for the equal and
proportionate use, benefit, security and protection of those who
from time to time shall hold the Bonds and coupons, if any,
authenticated and delivered under the Indenture and duly issued
by the Company, without any discrimination, preference or
priority of any one Bond or coupon, if any, over any other by
reason of priority in the time of issue, sale or negotiation
thereof or otherwise, except as provided in Section 12.28 of the
Indenture, so that, subject to said Section 12.28 of the
Indenture, each and all of said Bonds and coupons, if any, shall
have the same right, lien and privilege under the Indenture and
shall be equally secured thereby and shall have the same
proportionate interest and share in the trust estate, with the
same effect as if all the Bonds and coupons, if any, had been
issued, sold and negotiated simultaneously.
AND UPON THE TRUSTS, USES AND PURPOSES and subject to the
covenants, agreements and conditions of the Original Indenture as
modified and supplemented by previous supplemental indentures and
by this Fifty-ninth Supplemental Indenture.
ARTICLE ONE.
Bonds of the 2003B Series and
Certain Provisions Relating Thereto.
Section 1.01.
A. Certain Defined Terms. As used in this Fifty-ninth
Supplemental Indenture, the following defined terms shall have
the respective meanings specified unless the context clearly
requires otherwise:
The term "Business Day" shall mean any day other than a
Saturday or a Sunday or a day on which banking institutions in
The City of New York are authorized or required by law or
executive order to remain closed or a day on which the corporate
trust office of the Trustee is closed for business.
The term "Calculation Agent" shall mean The Chase Manhattan
Bank or its successor appointed by the Company, acting as
calculation agent.
The term "Interest Determination Date" shall mean the second
London Business Day immediately preceding the first day of the
relevant Interest Period.
The term "Interest Period" shall mean the period commencing
on an interest payment date for the Bonds of the 2003B Series (or
commencing on the issue date for the Bonds of the 2003B Series,
if no interest has been paid or duly made available for payment
since that date) and ending on the day before the next succeeding
interest payment date for the Bonds of the 2003B Series (or, with
respect to the Interest Period beginning on March 1, 2003, ending
on the day before the maturity date for the Bonds of the 2003B
Series).
The term "LIBOR" shall mean, for any Interest Determination
Date, the London interbank offered rate for deposits in U.S.
dollars having an index maturity of three months for a period
commencing on the second London Business Day immediately
following such Interest Determination Date (the "Three Month
Deposits") in amounts of not less than $1,000,000, as such rate
appears on Telerate Page 3750, at approximately 11:00 a.m.,
London time, on the Interest Determination Date (the "Reported
Rate").
The term "London Business Day" shall mean a day on which
dealings in deposits in U.S. dollars are transacted, or with
respect to any future date, are expected to be transacted, in the
London interbank market.
The term "Record Date" shall mean, with regard to any
interest payment date for the Bonds of the 2003B Series, the
close of business on the day next preceding such interest payment
date, or, if such day is not a Business Day, the Business Day
next preceding such day.
The term "Telerate Page 3750" shall mean the display
designated on page "3750" on the Dow Jones Telerate Service (or
such other page as may replace the 3750 page on that service or
such other service or services as may be nominated by the British
Bankers' Association for the purpose of displaying London
interbank offered rates for U.S. dollar deposits).
B. Terms of Bonds of the 2003B Series. There is hereby
established a new series of Bonds to be issued under and secured
by the Indenture, to be known as and entitled "First Mortgage
Bonds, Floating Rate Series due June 2, 2003". The principal
amount of the Bonds of the 2003B Series shall not be limited
except as provided in Section 3.01 of the Indenture, and except
as may otherwise be provided in an indenture supplemental to the
Indenture.
The definitive Bonds of the 2003B Series shall be
registered Bonds without coupons of the denominations of $1,000
and of such multiples of $1,000 as shall be authorized by written
order of the Company, numbered R-1 consecutively upwards. Bonds
of the 2003B Series may be issued in the first instance (until
definitive Bonds to be issued in exchange therefor are prepared
and ready for delivery) as temporary Bonds dated June 1, 2000, in
denominations of $1,000 and of such multiples of $1,000 as shall
have been authorized, as aforesaid, numbered TR-1 consecutively
upwards, in substantially the form of Bond set forth in Section
1.01 C of this Fifty-ninth Supplemental Indenture, with changes
therein appropriate to their character.
June 1, 2000 shall be the date of the commencement of the
first Interest Period for all Bonds of the 2003B Series. Bonds of
the 2003B Series shall be dated as provided in Section 3.05 of
the Indenture. Notwithstanding the provisions of said Section
3.05, so long as there is no default in the payment of interest
on Bonds of the 2003B Series existing at the time of the
authentication hereinafter referred to, all Bonds of the 2003B
Series authenticated by the Trustee between the Record Date for
any interest payment date for Bonds of the 2003B Series and such
interest payment date shall be dated the date of and shall bear
interest from such interest payment date; provided, however, that
if and to the extent the Company shall default in the payment of
such interest due on the interest payment date, then any such
Bond of the 2003B Series shall bear interest from the interest
payment date next preceding the date of such Bond of the 2003B
Series. The Bonds of the 2003B Series shall mature on June 2,
2003. Interest on the Bonds of the 2003B Series shall be payable
quarterly (in arrears) on March 1, June 1, September 1 and
December 1 of each year, and at maturity (for the Interest Period
from and including March 1, 2003 to but excluding June 2, 2003)
or earlier redemption, the first interest payment to be made on
September 1, 2000 for the Interest Period from and including June
1, 2000 to but excluding September 1, 2000. Bonds of the 2003B
Series shall bear interest for each Interest Period at a per
annum rate determined by the Calculation Agent subject to a
maximum interest rate of 15% per annum. The per annum interest
rate with respect to the Bonds of the 2003B series shall be equal
to LIBOR on the second London Business Day immediately preceding
the first day of such Interest Period plus 1.20%; provided,
however, that in certain circumstances described herein, the
interest rate shall be determined in an alternative manner
without reference to LIBOR. Promptly upon such determination,
the Calculation Agent will notify the Trustee of the interest
rate for the new Interest Period. The interest rate determined
by the Calculation Agent, absent manifest error, shall be binding
and conclusive upon the beneficial owners and holders of Bonds of
the 2003B Series, the Company and the Trustee.
If the following circumstances exist on any Interest
Determination Date, the Calculation Agent shall determine the
interest rate for the Bonds of the 2003B Series as follows:
(i) In the event LIBOR cannot be determined as of
approximately 11:00 a.m. London time on such Interest
Determination Date, the Calculation Agent shall request the
principal London offices of each of four major banks in the
London interbank market selected by the Calculation Agent
(after consultation with the Company) to provide a quotation
of the rate (the "Rate Quotation") at which Three Month
Deposits in amounts of not less than $1,000,000 are offered
by it to prime banks in the London interbank market, as of
approximately 11:00 a.m. London time on such Interest
Determination Date, that is representative of single
transactions at such time (the "Representative Amounts").
If at least two Rate Quotations are provided, the per annum
interest rate will be the arithmetic mean of the Rate
Quotations obtained by the Calculation Agent, plus 1.20%.
(ii) In the event LIBOR cannot be determined and fewer than
two Rate Quotations are available as provided in paragraph
(1) above, the per annum interest rate will be the
arithmetic mean of the rates quoted at approximately 11:00
a.m. New York City time on such Interest Determination Date,
by three major banks in New York City, selected by the
Calculation Agent (after consultation with the Company), for
loans in Representative Amounts in U.S. dollars to leading
European banks, having an index maturity of three months for
a period commencing on the second London Business Day
immediately following such Interest Determination Date, plus
1.20%; provided, however, that if fewer than three banks
selected by the Calculation Agent are quoting such rates,
the per annum interest rate for the applicable Interest
Period shall be the same as the per annum interest rate in
effect for the immediately preceding Interest Period.
Upon the request of a holder of Bonds of the 2003B Series,
the Calculation Agent will provide to such holder the interest
rate in effect on the date of such request and, if determined,
the interest rate for the next Interest Period.
Interest on the Bonds of the 2003B Series will be calculated
on the basis of the actual number of days for which interest is
payable in the relevant Interest Period, divided by 360. All
dollar amounts resulting from such calculations will be rounded,
if necessary, to the nearest cent with one-half cent rounded
upward.
The person in whose name any Bond of the 2003B Series is
registered on any Record Date with regard to any interest payment
date shall be entitled to receive the interest payable thereon on
such interest payment date notwithstanding the cancellation of
such Bond upon any transfer or exchange thereof subsequent to
such Record Date and prior to such interest payment date, unless
the Company shall default in the payment of the interest due on
such interest payment date, in which case such defaulted interest
shall be paid to the person in whose name such Bond is registered
on the date of payment of such defaulted interest. Both
principal of and interest on the Bonds of the 2003B Series will
be paid in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of
public and private debts, at the corporate trust office in the
Borough of Manhattan, City and State of New York, of the Trustee.
The definitive Bonds of the 2003B Series may be issued in
the form of Bonds engraved, printed, lithographed, or partly
engraved and partly printed or lithographed, on steel engraved
borders or typed.
Upon compliance with the provisions of Section 3.10 of the
Indenture and upon payment, at the option of the Company, of the
charges provided in Section 3.11 of the Indenture, subject to the
provisions of any legend set forth thereon, Bonds of the 2003B
Series may be exchanged for a new Bond or Bonds of the said
Series of different authorized denominations of like aggregate
principal amount.
The Trustee hereunder shall, by virtue of its office as
such Trustee, be the registrar and transfer agent of the Company
for the purpose of registering and transferring Bonds of the
2003B Series.
C. Form of Bonds of the 2003B Series. The Bonds of the
2003B Series, and the Trustee's authentication certificate to be
executed on the Bonds of the 2003B Series, shall be in
substantially the following forms, respectively:
<PAGE>
[FORM OF FACE OF BOND OF THE 2003B SERIES]
[depository legend]
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company or its agent for registration
of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
[non-registration legend]
THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION
THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF
THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER
THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE
ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD
AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION
THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION
TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE
UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION
COMPLYING WITH THE PROVISIONS OF RULE 904 UNDER THE SECURITIES
ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR
PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO THE
SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH
(V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE
(A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY
SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE
HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES
THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT
TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE
TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS
OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH
OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE AS TO
COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND
DELIVERED BY THE TRANSFEROR TO THE COMPANY.
ENTERGY GULF STATES, INC.
FIRST MORTGAGE BOND, FLOATING RATE SERIES
DUE JUNE 2, 2003
ENTERGY GULF STATES, INC., a Texas corporation (hereinafter
sometimes called the "Company"), for value received, hereby
promises to pay to __________, or registered assigns,
____________________ Dollars on June 2, 2003, and to pay interest
thereon from June 1, 2000, if the date of this bond is prior to
September 1, 2000, or, if the date of this bond is on or after
September 1, 2000, from the March 1, June 1, September 1 or
December 1 immediately preceding the date of this bond to which
interest has been paid (unless the date hereof is an interest
payment date to which interest has been paid, in which case from
the date hereof) at the per annum rate for each Interest Period
determined by the Calculation Agent on each Interest
Determination Date, as such terms are defined in the Indenture
hereinafter mentioned, on March 1, June 1, September 1 and
December 1 of each year and at maturity (for the Interest Period
from and including March 1, 2003 to but excluding June 2, 2003)
or earlier redemption, until payment of the principal hereof. The
interest so payable on any March 1, June 1, September 1 or
December 1 will be paid to the person in whose name this bond is
registered at the close of business on the day next preceding
such interest payment date, or, if such day is not a Business Day
(as defined in the Indenture), the Business Day next preceding
such day, unless the Company shall default in the payment of the
interest due on such interest payment date, in which case such
defaulted interest shall be paid to the person in whose name this
bond is registered on the date of payment of such defaulted
interest.
Both principal of and interest on this bond will be paid in
any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and
private debts, at the corporate trust office in the Borough of
Manhattan, City and State of New York, of the Trustee under the
Indenture.
This bond shall not become or be valid or obligatory for
any purpose until the authentication certificate hereon shall
have been signed by the Trustee.
The provisions of this bond are continued on the reverse
hereof and such continued provisions shall for all purposes have
the same effect as though fully set forth at this place.
IN WITNESS WHEREOF, Entergy Gulf States, Inc. has caused
these presents to be executed in its corporate name, by facsimile
signature or manually, by its Chairman of the Board of Directors,
its President or one of its Vice Presidents and by its Treasurer
or an Assistant Treasurer under its corporate seal or a facsimile
thereof, all as of
ENTERGY GULF STATES, INC.
By ________________________________
Vice President and Treasurer
And By:_______________________________
Assistant Treasurer
<PAGE>
(FORM OF REVERSE OF BOND OF THE 2003B SERIES)
ENTERGY GULF STATES, INC.
FIRST MORTGAGE BOND, FLOATING RATE SERIES
DUE JUNE 2, 2003
(Continued)
This bond is one of the bonds, of the above designated
series, of an authorized issue of bonds of the Company, known as
First Mortgage Bonds, issued or issuable in one or more series
under and equally secured (except insofar as any sinking and/or
improvement fund or other fund established in accordance with the
provisions of the Indenture hereinafter mentioned may afford
additional security for the bonds of any specific series) by an
Indenture of Mortgage dated September 1, 1926, as supplemented
and modified by indentures supplemental thereto, to and including
a Fifty-ninth Supplemental Indenture dated as of June 1, 2000 to
The Chase Manhattan Bank as Trustee, to which Indenture of
Mortgage, as so supplemented and modified, and all indentures
supplemental thereto (herein sometimes called the Indenture)
reference is hereby made for a description of the property
mortgaged and pledged as security for said bonds, the nature and
extent of the security, and the rights, duties and immunities
thereunder of the Trustee, the rights of the holders of said
bonds and of the Trustee and of the Company in respect of such
security, and the terms upon which said bonds may be issued
thereunder.
The bonds of this series are redeemable at the option of
the Company, in whole (but not in part), beginning on June 1,
2001 and on each interest payment date thereafter, and on
January 1, 2002, at a redemption price equal to 100% of the
principal amount plus accrued and unpaid interest on such bonds
of this series to the date of redemption.
The Indenture contains provisions permitting the Company
and the Trustee, with the consent of the holders of not less than
seventy-five percent in principal amount of the bonds (exclusive
of the bonds disqualified by reason of the Company's interest
therein) at the time outstanding, including, if more than one
series of bonds shall be at the time outstanding, not less than
sixty percent in principal amount of each series affected, to
effect, by an indenture supplemental to the Indenture,
modifications or alterations of the Indenture and of the rights
and obligations of the Company and of the holders of the bonds;
provided, however, that no such modification or alteration shall
be made without the written approval or consent of the registered
owner hereof which will (a) extend the maturity of this bond or
reduce the rate or extend the time of payment of interest hereon
or reduce the amount of the principal hereof, or (b) permit the
creation of any lien, not otherwise permitted, prior to or on a
parity with the lien of the Indenture, or (c) reduce the
percentage of the principal amount of the bonds upon the approval
or consent of the holders of which modifications or alterations
may be made as aforesaid.
This bond is transferable by the registered owner hereof in
person or by his duly authorized attorney at the corporate trust
office in the Borough of Manhattan, City and State of New York,
of the Trustee upon surrender of this bond for cancellation and
upon payment, if the Company shall so require, of the charges
provided for in the Indenture, and thereupon a new registered
bond of the same series of like principal amount will be issued
to the transferee in exchange therefor.
The registered owner of this bond, at the option of said
owner, may surrender the same for cancellation at said office and
receive in exchange therefor the same aggregate principal amount
of bonds of the same series but of other authorized
denominations, upon payment, if the Company shall so require, of
the charges provided for in the Indenture and subject to the
terms and conditions therein set forth.
If a default as defined in the Indenture shall occur, the
principal of this bond may become or be declared due and payable
before maturity in the manner and with the effect provided in the
Indenture. The holders, however, of certain specified percentages
of the bonds at the time outstanding, including in certain cases
specified percentages of bonds of particular series, may in those
cases, to the extent and under the conditions provided in the
Indenture, waive certain defaults thereunder and the consequences
of such defaults.
No recourse shall be had for the payment of the principal
of or the interest on this bond, or for any claim based hereon,
or otherwise in respect hereof or of the Indenture, against any
incorporator, shareholder, director or officer, past, present or
future, as such, of the Company or of any predecessor or
successor corporation, either directly or through the Company or
such predecessor or successor corporation, under any constitution
or statute or rule of law, or by the enforcement of any
assessment or penalty, or otherwise, all such liability of
incorporators, shareholders, directors and officers, as such,
being waived and released by the holder and owner hereof by the
acceptance of this bond and as provided in the Indenture.
<PAGE>
(FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE
FOR BONDS)
TRUSTEE'S AUTHENTICATION CERTIFICATE
This is one of the bonds, of the series designated therein,
described in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
As Trustee
By
Authorized Officer.
<PAGE>
SECTION 1.02. Redemption Provisions for Bonds of the 2003B
Series. The Bonds of the 2003B Series are not redeemable prior to
June 1, 2001. The Bonds of the 2003B Series shall be redeemable
at the option of the Company, in whole (but not in part), on not
less than 30 days' nor more than 90 days' notice, beginning on
June 1, 2001 and on each interest payment date for the Bonds of
the 2003B Series thereafter, and on January 1, 2002, at a
redemption price equal to 100% of the principal amount thereof
plus accrued and unpaid interest on such Bonds of the 2003B
Series to the date of redemption.
Section 1.03. Duration of Effectiveness of Article One.
Section 1.01 through 1.02 of this article shall be of force and
effect only so long as any Bonds of the 2003B Series are
outstanding.
Section 1.04. Restriction on Payment of Dividends on Common
Stock, etc. Notwithstanding the provision of Section 9.10 of the
Indenture that the covenants therein contained shall continue
only so long as any of the Bonds of the 1976 Series shall remain
outstanding, the Company hereby covenants that the covenants made
by the Company in said Section 9.10 of the Indenture shall also
continue so long as any Bonds of the 2003B Series shall remain
outstanding.
ARTICLE TWO.
Section 2.01. This Fifty-ninth Supplemental Indenture is
executed and shall be construed as an indenture supplemental to
the Original Indenture as supplemented and modified. As
heretofore supplemented and modified, and as supplemented hereby,
the Original Indenture is in all respects ratified and confirmed,
and the Original Indenture, as heretofore supplemented and
modified, and this Fifty-ninth Supplemental Indenture shall be
read, taken and construed as one and the same instrument.
Section 2.02. The recitals in this Fifty-ninth Supplemental
Indenture are made by the Company only and not by the Trustee;
and all of the provisions contained in the Original Indenture as
supplemented and modified, in respect to the rights, privileges,
immunities, powers and duties of the Trustee shall be applicable
in respect hereof as fully and with like effect as if set forth
herein in full.
Section 2.03. Although this Fifty-ninth Supplemental
Indenture is dated for convenience and for the purpose of
reference as of June 1, 2000, the actual date or dates of
execution by the Company and by the Trustee are as indicated by
their respective acknowledgements hereto annexed.
Section 2.04. In order to facilitate the recording or
filing of this Fifty-ninth Supplemental Indenture, the same may
be simultaneously executed in several counterparts and each shall
be deemed to be an original and such counterparts shall together
constitute one and the same instrument.
Section 2.05. The words "herein", "hereof", "hereunder" and
other words of similar import refer to this Fifty-ninth
Supplemental Indenture. All other terms used in this Supplemental
Indenture shall be taken to have the same meaning as in the
Original Indenture and indentures supplemental thereto, except in
cases where the context clearly indicates otherwise.
ARTICLE THREE.
SCHEDULE OF MORTGAGED PROPERTIES
All of the following described property heretofore acquired
by the Company but not hereto specifically described in the
Indenture is hereby acknowledged as part of the trust estate.
A. Real Property in the State of Texas.
None.
IN TESTIMONY WHEREOF, ENTERGY GULF STATES, INC. has caused
these presents to be executed in its name and behalf by its
Chairman of the Board of Directors, its President or a Vice
President and its corporate seal to be hereunto affixed or a
facsimile thereof printed hereon and attested by its Secretary or
an Assistant Secretary, and THE CHASE MANHATTAN BANK, in token of
its acceptance hereof, has likewise caused these presents to be
executed in its name and behalf by its President or a Vice
President and its corporate seal to be hereunto affixed and
attested by an Assistant Vice President, each in the presence of
the respective undersigned Notaries Public, and of the respective
undersigned competent witnesses, as of the day and year first
above written.
ENTERGY GULF STATES, INC.
By:__________________________
Steven C. McNeal
Vice President and Treasurer
(CORPORATE SEAL)
Attest:
______________________________
Christopher T. Screen
Assistant Secretary Before me
____________________________
Sylvia R. Bonin, Notary
Public for the State of Louisiana
My Commission Expires at death
Signed in the presence of:
____________________________
____________________________
THE CHASE MANHATTAN BANK
By:______________________________
W.B. Dodge,
Vice President
Asset:
________________________________
Trust Officer
Before me
_________________________________
Emily Fayan,
Notary Public, State of New York
No. 22-4737006
Qualified in Kings County
Certificate Filed in New York County
Commission Expires December 31, 2001
Signed, sealed and delivered in
the presence of:
_________________________________
Wanda Eiland
_________________________________
Donna Fitzsimmons
<PAGE>
ENTERGY GULF STATES, INC.
United States of America,
State of Louisiana, ss .:
Parish of Orleans,
I, the undersigned, a Notary Public duly qualified,
commissioned, sworn and acting in and for the Parish and State
aforesaid, hereby certify that, on this ___th day of May, 2000:
Before me personally appeared STEVEN C. McNEAL, Vice
President and Treasurer, and CHRISTOPHER T. SCREEN, Assistant
Secretary, of Entergy Gulf States, Inc., both of whom are known
to me to be the persons whose names are subscribed to the
foregoing instrument and both of whom are known to me to be Vice
President and Treasurer, and Assistant Secretary, respectively,
of said ENTERGY GULF STATES, INC., and separately acknowledged to
me that they executed the same in the capacities therein stated
for the purposes and considerations therein expressed and as the
act and deed of ENTERGY GULF STATES, INC.
Before me personally came STEVEN C. McNEAL, to me known,
who being by me duly sworn, did depose and say, that he resides
in Mandeville, Louisiana; that he is Vice President and Treasurer
of ENTERGY GULF STATES, INC., one of the corporations described
in and which executed the above instrument; that he knows the
seal of said corporation; that the seal affixed to or printed on
said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation, and that he
signed his name thereto by like order.
BE IT REMEMBERED, that before me, and in the presence of
LAWRENCE M. HANNER and FRANK WILLIFORD, competent witnesses,
residing in said State, personally came and appeared STEVEN C.
McNEAL and CHRISTOPHER T. SCREEN, Vice President and Treasurer,
and Assistant Secretary, respectively, of ENTERGY GULF STATES,
INC., a corporation created by and existing under the laws of the
State of Texas, with its Texas domicile in the City of Beaumont,
Texas, and said STEVEN C. McNEAL and CHRISTOPHER T. SCREEN
declared and acknowledged to me, Notary, in the presence of the
witnesses aforesaid, that they signed, executed and sealed the
foregoing indenture for and on behalf of and in the name of
ENTERGY GULF STATES, INC., and have affixed the corporate seal of
said Company to the same or caused it to be pr7inted thereon, by
and with the authority of the Board of Directors of said Company.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this _____th day of
May, A.D. 2000.
(Notarial Seal) _____________________________________
Sylvia R. Bonin
Notary Public For The State of Louisiana
My Commission Expires at Death
<PAGE>
CORPORATE TRUSTEE
United States of America,
State of New York, ss.:
County of New York,
I, the undersigned, a Notary Public duly qualified,
commissioned, sworn and acting in and for the County and State
aforesaid, hereby certify that, on this 31st day of May, 2000:
Before me personally appeared W. B. Dodge, a Vice President
of THE CHASE MANHATTAN BANK, and GIOVANNI SIMEONE, a Trust
Officer, both of whom are known to me to be the persons whose
names are subscribed to the foregoing instrument and both of whom
are known to me to be a Vice President and a Trust Officer,
respectively, of THE CHASE MANHATTAN BANK, and separately
acknowledged to me that they executed the same in the capacities
therein stated for the purposes and consideration therein
expressed, and as the act and deed of THE CHASE MANHATTAN BANK.
Before me personally came W.B. Dodge, to me known, who
being by me duly sworn, did depose and say, that he resides in
Seaford, New York; that he is a Vice President of THE CHASE
MANHATTAN BANK, one of the corporations described in and which
executed the above instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of
Directors of said corporation, and that he signed his name
thereto by like order.
BE IT REMEMBERED, that before me, and in the presence of Wanda
Eiland and Donna Fitzsimmons, competent witnesses, residing in
said state, personally came and appeared W. B. Dodge and Giovanni
Simeone, a Vice President and a Trust Officer, respectively, of
THE CHASE MANHATTAN BANK, a corporation created by and existing
under the laws of the State of New York with its domicile in the
City of New York, New York, and said W. B. DODGE and GIOVANNI
SIMEONE, declared and acknowledged to me, Notary, in the presence
of the witnesses aforesaid that they signed, executed and sealed
the foregoing indenture for and on behalf of and in the name of
THE CHASE MANHATTAN BANK and have affixed the corporate seal of
THE CHASE MANHATTAN BANK to the same by and with the authority of
the Board of Directors of THE CHASE MANHATTAN BANK.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 31st day of
May, A.D. 2000.
(Notarial Seal) ____________________________________
EMILY FAYAN
Notary Public State of New York
No. 22-47370006
Qualified in Kings County
Commission Expires January 31, 2001
<PAGE>
AFFIDAVIT RELATING TO BUSINESS AND COMMERCE CODE
OF THE STATE OF TEXAS.
State of Louisiana,
Parish of Orleans, ss.:
BEFORE ME, the undersigned authority, on this day
personally appeared STEVEN C. McNEAL, affiant, who, being duly
sworn, on his oath says:
(1) that he is Vice President and Treasurer of ENTERGY GULF
STATES, INC.;
(2) that the above and foregoing Fifty-ninth Supplemental
Indenture to which this certificate is annexed is an Indenture
which by its terms subjects to the lien thereof property then
owned and property to be acquired by said Company subsequent to
the execution by it of said Indenture; and
(3) that the said ENTERGY GULF STATES, INC., which executed
the aforesaid Fifty-ninth Supplemental Indenture, is a utility as
defined in Section 35.01(a)(2) of the Business and Commerce Code
of the State of Texas, namely, a person engaged in the State of
Texas in the generation, transmission, distribution and sale of
electric power.
WITNESS my hand and facsimile seal of said Corporation this
_____th day of May, 2000.
_________________________
(CORPORATE SEAL) STEVEN C. McNEAL
Vice President and Treasurer
of Entergy Gulf States, Inc.
SWORN TO AND SUBSCRIBED before me by the said STEVEN C.
McNEAL, this ___th day of May, 2000, to certify which, witness my
hand and seal of office.
(NOTARIAL SEAL) ___________________________________
Sylvia R. Bonin
Notary Public For The State of
Louisiana
My Commission Expires at Death
<PAGE>
State of Louisiana,
Parish of Orleans, ss:
BEFORE ME, the undersigned authority, on this day personally
appeared STEVEN C. McNEAL, known to me to be the person whose
name is subscribed to the foregoing instrument and known to me to
be Vice President and Treasurer of ENTERGY GULF STATES, INC. and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER NY HAND AND SEAL OF OFFICE this _____th day of
May, 2000.
_________________________________
(NOTARIAL SEAL)
Notary Public For The State of
Louisiana
My Commission Expires
_____________________
<PAGE>
CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS OF
ENTERGY GULF STATES, INC. BY UNANIMOUS WRITTEN CONSENT
ON MAY __, 2000.
I, the undersigned, Assistant Secretary of ENTERGY GULF
STATES, INC., hereby certify:
(1) That the Board of Directors of said Corporation acting
by Unanimous Written Consent dated May __, 2000
RESOLVED, that it is advisable and in the best interest of
this Company to, and that this Company enter into a Fifty-ninth
Supplemental Indenture supplementing the Indenture of Mortgage of
the Company, dated September 1, 1926, as heretofore supplemented
and modified, for the purposes, among others of
(a) setting forth the description, form and terms of the Bonds
of the 2003B Series and additional covenants of the Company in
that regard;
(b) and the Board of Directors, hereby approves the form of
draft of said Fifty-ninth Supplemental Indenture which has been
submitted to the Board and hereby authorizes the Chairman of
the Board of Directors, the President or any Vice President of
the Company to execute in the name and on behalf of this
Company under its corporate seal, or a facsimile thereof,
attested by its Secretary or one of its Assistant Secretaries,
and to acknowledge and deliver to the Trustee, a Fifty-ninth
Supplemental Indenture in the form of said draft with such
changes in any part thereof not inconsistent with these
resolutions as the signing officers shall approve, such
approval to be conclusively evidenced by their signatures
thereto.
(2) That the executed Fifty-ninth Supplemental Indenture to
which this certificate is annexed is the Fifty-ninth Supplemental
Indenture authorized by the foregoing resolution and that said
resolution has not been amended or revoked and is now in full
force and effect.
WITNESS my hand and facsimile seal of said Corporation this
______ th day of May, 2000.
____________________________
(CORPORATE SEAL) Christopher T. Screen
Assistant Secretary of
Entergy Gulf States, Inc.
<PAGE>
The State of Louisiana,
Parish of Orleans, ss .:
BEFORE ME, the undersigned authority, on this day
personally appeared CHRISTOPHER T. SCREEN, known to me to be the
person whose name is subscribed to the foregoing instrument and
known to me to be Assistant Secretary of ENTERGY GULF STATES,
INC. and acknowledged to me that he executed the same for the
purposes and consideration therein expressed and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this _____th day of May,
2000.
_______________________________
(NOTARIAL SEAL) Sylvia R. Bonin
Notary Public For The State of Louisiana
My Commission Expires at Death
