Exhibit B-9(a)
Entergy Gulf States, Inc.
$300,000,000
First Mortgage Bonds,
Floating Rate Series due June 2, 2003
PURCHASE AGREEMENT
May 26, 2000
Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285
Ladies and Gentlemen:
The undersigned, Entergy Gulf States, Inc., a Texas
corporation (the "Company"), proposes to issue and sell to you,
as Initial Purchaser, an aggregate of $300,000,000 principal
amount of the Company's First Mortgage Bonds, Floating Rate
Series due June 2, 2003 (the "Bonds").
The Bonds will be offered and sold without being
registered under the Securities Act of 1933, as amended (the
"Securities Act"), only to Qualified Institutional Buyers (as
defined in Rule 144A under the Securities Act ("Rule 144A"))
("QIBs") in compliance with Rule 144A. In connection with the
offering and resale of the Bonds, the Company has prepared a
confidential offering circular dated the date hereof (including
the documents incorporated therein by reference as of the date
hereof, the "Offering Circular") setting forth or incorporating
by reference information regarding the Company and the
transactions described herein. The Company confirms that it has
authorized the use of the Offering Circular in connection with
the offering and resale of the Bonds by you in accordance
herewith. All references in this Purchase Agreement to
amendments or supplements to the Offering Circular shall be
deemed to mean and include the filing of any document by the
Company with the Securities and Exchange Commission (the
"Commission") pursuant to Sections 13, 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after the date hereof and prior to the termination of the
offering of the Bonds.
Upon original issuance thereof, and until such time as
the same is no longer required pursuant to the Mortgage (as
defined herein) or pursuant to applicable law, the Bonds shall
bear the following 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.
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 you, and you shall purchase from the Company,
at the time and place herein specified, the Bonds at 99.70% of
the principal amount thereof. The Company is advised by you that
the Bonds will be offered only to QIBs initially at a price equal
to 100% of the principal amount thereof.
SECTION 2. Description of Bonds. The Bonds shall be
issued under and pursuant to the Company's Indenture of Mortgage,
dated September 1, 1926, with The Chase Manhattan Bank (formerly
known as Chemical Bank), as trustee (the "Trustee"), as
heretofore amended and supplemented by all indentures amendatory
thereof and supplemental thereto, and as it will be further
amended and supplemented by the Fifty-ninth Supplemental
Indenture, dated as of June 1, 2000 (the "Supplemental
Indenture"). Said Indenture of Mortgage as so amended and
supplemented is hereinafter referred to as the "Mortgage." The
Bonds and the Supplemental Indenture shall have the terms and
provisions described in the Offering Circular provided that
subsequent to the date hereof and prior to the Closing Date (as
defined herein) the form of the Supplemental Indenture may be
amended by mutual agreement between the Company and you.
SECTION 3. Representations and Warranties of the
Company. The Company represents and warrants to you, and
covenants and agrees with you, that:
(a) The Company is duly organized and validly existing
as a corporation in good standing under the laws of the
State of Texas and has the necessary corporate power and
authority to conduct the business that it is described in
the Offering Circular as conducting and to own and operate
the properties owned and operated by it in such business and
is in good standing and duly qualified to conduct such
business as a foreign corporation in the State of Louisiana.
(b) The Offering Circular has been prepared by the
Company for use by you in connection with the offering and
resale of the Bonds. No order or decree preventing the use
of the Offering Circular, or any order asserting that the
transactions contemplated by this Purchase Agreement are
subject to the registration requirements of the Securities
Act, has been issued and no proceeding for that purpose has
commenced or is pending or, to the knowledge of the Company,
is contemplated.
(c) After the time of effectiveness of this Purchase
Agreement and during the time specified in Section 5(b)
hereof, the Company will not file any amendment or
supplement to the Offering Circular without prior notice to
you and to Winthrop, Stimson, Putnam & Roberts ("Counsel for
the Initial Purchaser"), or any such amendment or supplement
to which Counsel for the Initial Purchaser shall reasonably
object on legal grounds in writing.
(d) The Offering Circular, as of the date hereof, does
not, and at the Closing Date, 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 were made, not misleading,
except that this representation and warranty shall not apply
to statements or omissions made in reliance upon and in
conformity with written information furnished to the Company
by you or on your behalf specifically for use in connection
with the preparation of the Offering Circular, as it may be
then amended or supplemented. The documents incorporated or
deemed to be incorporated by reference into the Offering
Circular, on the date filed with the Commission pursuant to
the Exchange Act, fully complied or, at the Closing Date,
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 did or will be deemed to comply
therewith, and no such documents incorporated or deemed to
be incorporated by reference into the Offering Circular, on
such dates, contained or will contain, respectively, 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.
(e) The issuance and sale of the Bonds and the
fulfillment of the terms of this Purchase Agreement will not
result in a breach of any of the terms or provisions of, or
constitute a default under, the Mortgage or any indenture or
other agreement or instrument to which the Company is now a
party.
(f) Except as set forth or contemplated in the
Offering Circular, as it may be then amended or
supplemented, the Company possesses adequate franchises,
licenses, permits, and other rights to conduct its business
and operations as now conducted, without any known conflicts
with the rights of others that could have a material adverse
effect on the Company.
(g) Neither the Company nor any affiliate (as defined
in Rule 501(b) of Regulation D under the Securities Act
("Regulation D")) has directly, or through any agent
(provided that no representation is made as to you or any
person acting on your behalf) (i) sold, offered for sale,
solicited offers to buy or otherwise negotiated in respect
of any security (as defined in the Securities Act) that is
or could be integrated with the offering and sale of the
Bonds in a manner that would require the registration of the
Bonds under the Securities Act, or (ii) engaged in any form
of general solicitation or general advertising (within the
meaning of Rule 502(c) of Regulation D) in connection with
the offering of the Bonds, or acted in any manner involving
a public offering of the Bonds within the meaning of Section
4(2) of the Securities Act.
(h) The Bonds are eligible for resale pursuant to Rule
144A, and at the Closing Date, such Bonds will not be of the
same class (within the meaning of Rule 144A(d)(3) under the
Securities Act) as securities listed on a national
securities exchange registered under Section 6 of the
Exchange Act or quoted in a United States automated inter-
dealer quotation system.
(i) Assuming the accuracy of each of your
representations contained herein, and compliance by you with
your agreements hereunder, the offer, sale and delivery of
the Bonds to you and the initial resales of the Bonds by
you, each in the manner contemplated by this Purchase
Agreement, do not require registration of the Bonds under
the Securities Act or qualification of the Mortgage under
the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act").
(j) Except as permitted by the Securities Act, the
Company has not distributed and, prior to the later to occur
of the Closing Date and completion of the distribution of
the Bonds, will not distribute any offering material in
connection with the offering and sale of the Bonds other
than the Offering Circular.
SECTION 4. Time and Place of Closing; Delivery of the
Bonds; Resale by Initial Purchaser. (a) Delivery of the Bonds
and payment of the purchase price therefor by wire transfer of
immediately available funds shall be made at the offices of
Thelen Reid & Priest LLP, 40 West 57th Street, New York, New
York, at 10:00 A.M., New York time, on June 1, 2000 or at such
other time on the same or such other day as shall be agreed upon
by the Company and you. The hour and date of such delivery and
payment are herein called the "Closing Date." The Bonds shall be
delivered to you only in book-entry only form through the
facilities of The Depository Trust Company in New York, New York.
The certificate for the Bonds shall be in the form of one
typewritten global bond in fully registered form, in the
aggregate principal amount of the Bonds, and registered in the
name of Cede & Co., as nominee of The Depository Trust Company.
The Company agrees to make the Bonds available to you 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 between you and the Company, or at such other time
and/or date as may be agreed upon between you and the Company.
(b) With respect to the initial resale of the Bonds,
you represent and warrant to, and agree with, the Company that:
(i) you are a QIB and an "accredited investor" within
the meaning of Regulation D and are purchasing the
Bonds pursuant to Section 4(2) of the Securities Act;
(ii) you have not offered, sold or delivered, and will
not offer, sell or deliver, any Bond in the United
States or to, or for the account or benefit of U.S.
persons, except to persons whom you reasonably believe
to be QIBs in compliance with Rule 144A or, if any such
person is buying for one or more institutional accounts
for which such person is acting as fiduciary or agent,
only when you reasonably believe that each such account
is a QIB to whom notice has been given that such sale
or delivery is being made in reliance on Rule 144A and
that has agreed to the transfer restrictions relating
to the Bonds contained in the Offering Circular;
(iii) neither you nor any of your affiliates nor
any person acting on your or their behalf has made or
will make offers or sales of the Bonds by means of any
form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D) or
in any manner involving a public offering (within the
meaning of Section 4(2) of the Securities Act); and
(iv) you will comply with all applicable laws and
regulations in each jurisdiction in which you purchase,
offer, sell or deliver the Bonds or distribute or cause
to be distributed the Offering Circular.
You acknowledge that the Company and, for purposes of
the opinions to be delivered to you pursuant to Section 6 hereof,
counsel to the Company and Counsel to the Initial Purchaser will
rely upon the accuracy and truth of the foregoing representations
and you hereby consent to such reliance.
SECTION 5. Covenants of the Company. The Company
covenants and agrees with you that:
(a) The Company will prepare the Offering Circular in
a form approved by you and will deliver to you as many
copies of the Offering Circular (and any amendments or
supplements thereto) as you may reasonably request.
(b) At any time prior to the completion of the initial
resales of the Bonds by you to purchasers, if any event
relating to or affecting the Company, or of which the
Company shall be advised by you in writing, shall occur
which in the Company's opinion should be set forth in a
supplement or amendment to the Offering Circular in order to
make the Offering Circular not misleading in the light of
the circumstances when it is delivered to a purchaser of the
Bonds, the Company will amend or supplement the Offering
Circular and furnish to you a reasonable number of copies of
a supplement or supplements or an amendment or amendments to
the Offering Circular, so that, as supplemented or amended,
the Offering Circular 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 Offering Circular is
delivered to a purchaser, not misleading. Unless such event
relates solely to your activities (in which case you shall
assume the expense of preparing any such supplement or
amendment), the expenses of complying with this Section 5(b)
shall be borne by the Company until the expiration of nine
months from the time of effectiveness of this Purchase
Agreement, and such expenses shall be borne by you
thereafter.
(c) At any time within six months of the date hereof,
the Company will furnish such proper information as may be
lawfully required by, and will otherwise cooperate in
qualifying the Bonds for offer and sale under, the blue sky
laws of such jurisdictions as you 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.
(d) The Company will, except as herein provided, pay
all fees, expenses and taxes (except transfer taxes) in
connection with (i) the preparation of the Offering Circular
and any amendments or supplements thereto, (ii) the
printing, issuance and delivery of the Bonds and the
preparation, execution, printing and recordation of the
Supplemental Indenture, (iii) legal counsel relating to the
qualification of the Bonds under the blue sky laws of
various jurisdictions in an amount not to exceed $3,500,
(iv) the printing and delivery to you of reasonable
quantities of copies of the preliminary (and any
supplemental) blue sky survey, and the Offering Circular and
any amendment or supplement thereto, except as otherwise
provided in paragraph (b) of this Section 5, (v) the rating
of the Bonds 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. in
connection with its review of the terms of the offering.
Except as provided above, the Company shall not be required
to pay any of your expenses, except that, if this Purchase
Agreement shall be terminated in accordance with the
provisions of Section 6, 7 or 10 hereof, the Company will
reimburse you for (A) the reasonable fees and expenses of
Counsel for the Initial Purchaser, whose fees and expenses
you agree to pay in any other event, and (B) reasonable out-
of-pocket expenses in an aggregate amount not exceeding
$15,000, incurred in contemplation of the performance of
this Purchase Agreement. The Company shall not in any event
be liable to you for damages on account of loss of
anticipated profits.
(e) The Company will not sell any additional first
mortgage bonds without your consent for a period beginning
on the date hereof and ending on the Closing Date.
(f) As soon as practicable after the Closing Date, the
Company will make all recordings, registrations and filings
necessary to perfect and preserve the lien of the Mortgage
and the rights under the Supplemental Indenture, and the
Company will use its best efforts to cause to be furnished
to you a supplemental opinion of counsel for the Company,
addressed to you, stating that all such recordings,
registrations and filings have been made.
(g) As long as the Bonds are outstanding and are
"restricted securities" within the meaning of Rule 144(a)(3)
under the Securities Act, the Company will furnish to
holders of the Bonds and prospective purchasers of the Bonds
designated by such holders, upon the request of such holders
or prospective purchasers, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities
Act, unless such information is contained, at the time of
such request, in documents filed by the Company with the
Commission pursuant to Sections 13 or 15(d) of the Exchange
Act.
(h) The Company will not, and will ensure that any of
its affiliates (as defined in Rule 501(b) of Regulation D)
do not, directly or through any agent, solicit any offer to
buy or offer to sell the Bonds by means of any form of
general solicitation or general advertising (as those terms
are used in Rule 502(c) of Regulation D) or in any manner
involving a public offering within the meaning of Section
4(2) of the Securities Act.
(i) The Company will refrain, and cause its affiliates
(as defined in Rule 501(b) of Regulation D) to refrain, from
selling, offering for sale or soliciting offers to buy or
otherwise negotiating in respect of any security (as defined
in the Securities Act) in a transaction that could be
integrated with the sale of the Bonds in a manner that would
require the registration of the Bonds under the Securities
Act.
(j) For a period of two years after the Closing Date,
the Company will not, and will not permit any of its
affiliates (as defined in Rule 501(b) of Regulation D) to
purchase, agree to purchase or otherwise acquire any of the
Bonds which constitute "restricted securities" under Rule
144 under the Securities Act unless, immediately upon such
purchase, the Company or such affiliate submits such Bonds
to the Trustee for cancellation.
(k) The Company will not take, directly or indirectly,
any action designed to, or that could reasonably be expected
to, cause or result in the stabilization or manipulation of
the price of the Bonds.
SECTION 6. Conditions of Initial Purchaser's
Obligations. Your obligations to purchase and pay for the Bonds
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) At the Closing Date, there shall have been issued
and there shall be in full force and effect, to the extent
legally required for the issuance and sale of the Bonds, an
order of the Commission under the Public Utility Holding
Company Act of 1935 (the "Holding Company Act") authorizing
the issuance and sale of the Bonds on the terms set forth
in, or contemplated by, this Purchase Agreement.
(b) At the Closing Date, you shall have received from
Laurence M. Hamric, Esq., Associate General
Counsel-Corporate and Securities of Entergy Services, Inc.
and Thelen Reid & Priest LLP opinions, dated the Closing
Date, substantially in the forms set forth in Exhibits A and
B hereto, respectively, (i) with such changes therein as may
be agreed upon by the Company and you with the approval of
Counsel for the Initial Purchaser, and (ii) if the Offering
Circular shall be supplemented after being furnished to you
for use in offering the Bonds, with changes therein to
reflect such supplementation.
(c) At the Closing Date, you shall have received from
Counsel for the Initial Purchaser an opinion, dated the
Closing Date, substantially in the form set forth in Exhibit
C hereto, with such changes therein as may be necessary to
reflect any supplementation of the Offering Circular prior
to the Closing Date.
(d) At the Closing Date, you shall have received from
PricewaterhouseCoopers LLP, the Company's independent
certified public accountants (the "Accountants"), a letter
dated the Closing Date and addressed to you to the effect
that (i) they are independent certified public accountants
with respect to the Company under Rule 101 of the American
Institute of Certified Public Accountants' (the "AICPA")
Code of Professional Conduct and its interpretations and
rulings; (ii) in their opinion, the financial statements and
financial statement schedules audited by them and
incorporated by reference in the Offering Circular comply as
to form in all material respects with the applicable
accounting requirements of the Exchange Act and the
applicable published rules and regulations thereunder; (iii)
on the basis of performing the procedures specified by the
AICPA for a review of interim financial information as
described in SAS No. 71, Interim Financial Information, on
the latest unaudited financial statements, if any,
incorporated by reference in the Offering Circular, 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, 1999 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 audit
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
your purposes), 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)
incorporated by reference in the Offering Circular 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 of the
Company, increase in long-term debt of the Company, or
decrease in its net assets or shareholders' equity, in each
case as compared with amounts shown in the most recent
balance sheet incorporated by reference in the Offering
Circular, except in all instances for changes or decreases
which the Offering Circular discloses have occurred or may
occur, for declarations of dividends, for the amortization
of premium or discount on long-term debt, for any increases
in long-term debt in respect of previously issued pollution
control, solid waste disposal or industrial development
revenue bonds, or for changes, increases 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 Offering Circular, 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
D 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.
(e) At the Closing Date, you shall have received a
certificate 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 Purchase 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 Offering Circular, 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 Offering Circular,
as it may then be amended or supplemented.
(f) At the Closing Date, you shall have received duly
executed counterparts of the Supplemental Indenture.
(g) Between the date hereof and the Closing Date, no
default (or an event which, with the giving of notice or the
passage of time or both, would constitute a default) under
the Mortgage shall have occurred.
(h) Prior to the Closing Date, you shall have received
from the Company evidence reasonably satisfactory to you
that the Bonds have received ratings of Baa3 or better from
Moody's Investors Service, Inc. and BBB- or better from
Standard & Poor's Ratings Services.
(i) Between the date hereof and the Closing Date,
neither Moody's Investors Service, Inc. nor Standard &
Poor's Ratings Services shall have lowered its rating of any
of the Company's outstanding first mortgage bonds in any
respect.
(j) Between the date hereof and the Closing Date, no
event shall have occurred with respect to or otherwise
affecting the Company, which, in your reasonable opinion,
materially impairs the investment quality of the Bonds.
(k) All legal matters in connection with the issuance
and sale of the Bonds shall be satisfactory in form and
substance to Counsel for the Initial Purchaser.
(l) The Company shall furnish you with additional
conformed copies of such opinions, certificates, letters and
documents as may be reasonably requested.
If any of the conditions specified in this Section 6
shall not have been fulfilled, this Purchase Agreement may be
terminated by you upon notice thereof to the Company. Any such
termination shall be without liability of any party to any other
party, except as otherwise provided in paragraph (d) of Section 5
and in Section 9.
SECTION 7. Condition of Company's Obligations. The
obligations of the Company hereunder shall be subject to the
condition that, at the Closing Date, there shall have been issued
and there shall be in full force and effect, to the extent
legally required for the issuance and sale of the Bonds, an order
of the Commission under the Holding Company Act authorizing the
issuance and sale of the Bonds on the terms set forth in, or
contemplated by, this Purchase Agreement.
In case the condition specified in this Section 7 shall
not have been fulfilled, this Purchase Agreement may be
terminated by the Company upon notice thereof to you. Any such
termination shall be without liability of any party to any other
party, except as otherwise provided in paragraph (d) of Section 5
and in Section 9.
SECTION 8. Indemnification.
(a) The Company shall indemnify, defend and hold
harmless you and each person who controls you 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 you or any or all of them
may become subject under the Exchange Act or any other statute or
common law and shall reimburse you 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
Offering Circular, 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; 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 herein or in writing to the Company by
you specifically for use in connection with the preparation of
the Offering Circular or any amendment or supplement thereto.
(b) You 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 Exchange
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
Offering Circular, 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, but only if, such statement or omission was made in
reliance upon and in conformity with information furnished herein
or in writing to the Company by you specifically for use in
connection with the preparation of the Offering Circular or any
amendment or supplement thereto.
(c) In case any action shall be brought, based upon
the Offering Circular (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 8 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 you from the offering of the Bonds 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 you 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 you on the other shall be deemed to be in the
same proportion as the total proceeds from the offering (after
deducting the discounts and commissions received by you in
respect of the offering but before deducting expenses) to the
Company bear to the total discounts and commissions received by
you from the Company under this Purchase Agreement. The relative
fault of the Company on the one hand and you 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 you and such parties'
relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
The Company and you agree that it would not be just and
equitable if contribution pursuant to this Section 8(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 8(d), you
shall not be required to contribute any amount in excess of the
amount by which the total price at which the Bonds purchased by
you and distributed pursuant to the terms hereof exceeds the
amount of any damages which you have 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.
SECTION 9. Survival of Certain Representations and
Obligations. Any other provision of this Purchase Agreement to
the contrary notwithstanding, (a) the indemnity and contribution
agreements contained in Section 8 of, and the representations and
warranties and other agreements of the Company contained in, this
Purchase Agreement shall remain operative and in full force and
effect regardless of (i) any investigation made by you or on your
behalf or by or on behalf of the Company or its directors or
officers, or any of the other persons referred to in Section 8
hereof and (ii) acceptance of and payment for the Bonds and (b)
the indemnity and contribution agreements contained in Section 8
shall remain operative and in full force and effect regardless of
any termination of this Purchase Agreement.
SECTION 10. Termination. This Purchase Agreement
shall be subject to termination by written notice from you to the
Company, if (a) after the execution and delivery of this Purchase
Agreement and prior to the Closing Date, (i) trading generally
shall have been suspended on the New York Stock Exchange 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 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 material outbreak or escalation of
hostilities or any calamity or crisis that, in your judgment, 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 your reasonable
judgment, impracticable to market the Bonds. This Purchase
Agreement shall also be subject to termination, upon notice by
you as provided above, if, in your judgment, the subject matter
of any amendment or supplement (prepared by the Company) to the
Offering Circular filed or issued after the effectiveness of this
Purchase Agreement by the Company shall have materially impaired
the marketability of the Bonds. Any termination hereof, pursuant
to this Section 10, shall be without liability of any party to
any other party, except as otherwise provided in paragraph (d) of
Section 5 and in Section 9.
SECTION 11. Miscellaneous. THE RIGHTS AND DUTIES OF
THE PARTIES TO THIS PURCHASE AGREEMENT SHALL, PURSUANT TO NEW
YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK. This Purchase Agreement shall
become effective when a fully executed copy thereof is delivered
to you by the Company. This Purchase 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 Purchase Agreement shall inure to the benefit of
each of the Company, you and, with respect to the provisions of
Section 8, each director, officer and other persons referred to
in Section 8, and their respective successors. Should any part
of this Purchase 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 Purchase 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 Purchase Agreement. The
term "successor" as used in this Purchase Agreement shall not
include any purchaser, as such purchaser, of any Bonds from you.
SECTION 12. Notices. All communications hereunder
shall be in writing and, if to you, shall be mailed or delivered
to you at the address set forth at the beginning of this Purchase
Agreement to the attention of its General Counsel or, if to the
Company, shall be mailed or delivered to it at 639 Loyola Avenue,
New Orleans, Louisiana 70113, 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,
Entergy Gulf States, Inc.
By: ____________________________
Name:
Title:
Accepted as of the date first above written:
Lehman Brothers Inc.
By: ____________________________
Name:
Title:
<PAGE>
EXHIBIT A
[Letterhead of Entergy Services, Inc.]
June 1, 2000
Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285
Ladies and Gentlemen:
I, together with Thelen Reid & Priest LLP, of New York, New
York, have acted as counsel for Entergy Gulf States, Inc., a
Texas corporation (the "Company"), in connection with the
issuance and sale to you pursuant to the Purchase Agreement,
effective May 26, 2000 (the "Purchase Agreement"), between the
Company and you, of $300,000,000 aggregate principal amount of
its First Mortgage Bonds, Floating Rate Series due June 2, 2003
(the "Bonds"), issued pursuant to the Company's Indenture of
Mortgage, dated September 1, 1926, with The Chase Manhattan Bank
(formerly known as Chemical Bank), as trustee (the "Trustee"), as
heretofore amended and supplemented by all indentures amendatory
thereof and supplemental thereto, and as it will be further
amended and supplemented by the Fifty-ninth Supplemental
Indenture, dated as of June 1, 2000 (the "Supplemental
Indenture") (the Indenture of Mortgage as so amended and
supplemented being hereinafter referred to as the "Mortgage").
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 Purchase 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 Restated Articles of Incorporation and the
Company's By-laws, as amended; (b) the Purchase Agreement;
(c) the Mortgage; (d) the Offering Circular; (e) the records of
various corporate proceedings relating to the authorization,
issuance and sale of the Bonds by the Company and the execution
and delivery by the Company of the Supplemental Indenture and the
Purchase Agreement; and (f) the proceedings before and the order
entered by the Commission under the Holding Company Act relating
to the issuance and sale of the Bonds 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 Bonds, 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, the conformity
with the originals of all documents submitted to me as copies and
the authenticity of the originals of such latter documents. 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 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 Purchase Agreement and the Mortgage and
certificates delivered at the closing of the sale of the Bonds)
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 Purchase
Agreement and the Mortgage, in the preparation of the Offering
Circular 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.
In rendering the opinion set forth in paragraph (2) below, I
have relied upon reports and/or opinions by counsel who
historically acted on behalf of the Company in real estate
transactions and transactions involving the Mortgage and in whom
I have confidence, title reports prepared in connection with the
procurement of title insurance policies on certain property of
the Company, and information from officers of the Company
responsible for the acquisition of real property and/or
maintenance of records with respect thereto, which I believe to
be satisfactory in form and scope and which I have no reason to
believe are inaccurate in any material respect. I have not, for
purposes of rendering such opinion, conducted an independent
examination or investigation of official title records (or
abstracts thereof) with respect to property (i) acquired by the
Company prior to the date of the most recent report and/or
opinions of counsel, (ii) as to which title insurance has been
obtained or (iii) the aggregate purchase price of which was not
material.
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 Texas, has due corporate power and authority to
conduct the business that it is described as conducting in
the Offering Circular and to own and operate the properties
owned and operated by it in such business and is in good
standing and duly qualified to conduct such business as a
foreign corporation in the State of Louisiana.
(2) The Company has good and sufficient title to
the properties described as owned by it in and as subject to
the lien of the Mortgage (except properties released under
the terms of the Mortgage), subject only to Excepted
Encumbrances as defined in the Mortgage and to minor defects
and encumbrances customarily found in properties of like
size and character that do not materially impair the use of
such properties by the Company in the conduct of its
electric and gas utility business. The description of such
properties set forth in the Mortgage is adequate to
constitute the Mortgage as a lien thereon; and subject to
paragraph (3) hereof, the Mortgage, subject only to such
minor defects and Excepted Encumbrances, constitutes a
valid, direct and first mortgage lien upon said properties,
which include substantially all of the permanent physical
properties and franchises of the Company (other than those
expressly excepted). All permanent physical properties and
franchises (other than those expressly excepted) acquired by
the Company after the date of the Supplemental Indenture
will, upon such acquisition, become subject to the lien of
the Mortgage, subject, however, to such Excepted
Encumbrances and to liens, if any, existing or placed
thereon at the time of the acquisition thereof by the
Company and except as may be limited by bankruptcy law.
(3) It will be necessary to record the
Supplemental Indenture in each county in Texas and each
parish in Louisiana in which the Company owns property to
include the Supplemental Indenture before the liens created
by the Supplemental Indenture become effective as to and
enforceable against third parties. However, all permanent
physical properties and franchises of the Company (other
than those expressly excepted in the Mortgage) presently
owned by the Company are subject to the lien of the
Mortgage, subject to minor defects and Excepted Encumbrances
of the character referred to in paragraph (2) hereof.
(4) The Mortgage 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 may be limited by (i)
the laws of the States of Texas and Louisiana, where the
property covered thereby is located, affecting the remedies
for the enforcement of the security provided for therein,
which laws do not, in my opinion, make inadequate remedies
necessary for the realization of the benefits of such
security, and (ii) applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws
affecting enforcement of mortgagees' and other creditors'
rights and by general equitable principles (whether
considered in a proceeding in equity or at law).
(5) The Bonds 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 against the Company in accordance
with their terms, except as may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting enforcement
of mortgagees' and other creditors' rights and by general
equitable principles (whether considered in a proceeding in
equity or at law) and are entitled to the benefit of the
security afforded by the Mortgage.
(6) The statements made in the Offering Circular
under the caption "Description of New Bonds," insofar as
they purport to constitute summaries of the documents
referred to therein, or of the benefits purported to be
afforded by such documents (including, without limitation,
the lien of the Mortgage), constitute accurate summaries of
the terms of such documents and of such benefits in all
material respects.
(7) The Purchase Agreement has been duly
authorized, executed and delivered by the Company.
(8) Except as to the financial statements and
other financial or statistical data included or incorporated
by reference therein, upon which I do not pass, the
documents or portions thereof filed with the Commission
pursuant to the Exchange Act, and incorporated or deemed to
be incorporated by reference in the Offering Circular, 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.
(9) An appropriate order has been entered by the
Commission under the Holding Company Act authorizing the
issuance and sale of the Bonds by the Company; 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 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 Bonds by the Company pursuant to
the Purchase 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 Bonds or
under the Mortgage and the Purchase Agreement.
(10) The issuance and sale by the Company of the
Bonds and the execution, delivery and performance by the
Company of the Purchase Agreement and the Mortgage (a) will
not violate any provision of the Company's Restated Articles
of Incorporation or the Company's By-laws, 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 (except as
contemplated by the Mortgage) 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).
(11) Assuming that (i) the representations and
warranties of each of the Company and you set forth in
Sections 3(g), (h) and (j) and Section 4(b), respectively,
of the Purchase Agreement are accurate and the agreements
contained therein have been duly complied with, (ii) the
Company will duly perform all of the covenants and
agreements set forth in Sections 5(g), (h), (i), (j) and (k)
of the Purchase Agreement and (iii) you have complied with
the offering and transfer procedures and restrictions
described in the Offering Circular, no registration of the
Bonds under the Securities Act or qualification of the
Mortgage under the Trust Indenture Act is required in
connection with the offer and sale of the Bonds by the
Company and the offer, initial resale and delivery of the
Bonds by you in the manner contemplated by the Purchase
Agreement and the Offering Circular (it being understood
that I do not express any opinion concerning any sale of the
Bonds subsequent to the initial resales thereof by you).
In connection with the preparation by the Company of the
Offering Circular, I have had discussions with certain of the
officers, employees, and representatives of the Company and
Entergy Services, Inc., with other counsel for the Company, and
with the independent certified public accountants of the Company
who audited certain of the financial statements incorporated by
reference in the Offering Circular. My examination of the
Offering Circular and the above-mentioned discussions did not
disclose to me any information which gives me reason to believe
that the Offering Circular, as of its date 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 (i) the financial
statements or other financial or statistical data included or
incorporated by reference in the Offering Circular or (ii) the
information contained in the Offering Circular under the caption
"Book Entry Securities."
I have examined the portions of the information contained in
the Offering Circular that are stated therein to have been made
on my authority, and I believe such information to be correct. I
have examined the opinions of even date herewith rendered to you
by Thelen Reid & Priest LLP and Winthrop, Stimson, Putnam &
Roberts and concur in the conclusions expressed therein insofar
as they involve questions of Texas and Louisiana law.
With respect to the opinions set forth in paragraphs (4) and
(5) above, I call your attention to the fact that the provisions
of the Atomic Energy Act of 1954, as amended, and the regulations
promulgated thereunder impose certain licensing and other
requirements upon persons (such as the Trustee or other
purchasers pursuant to the remedial provisions of the Mortgage)
who seek to acquire, possess or use nuclear production
facilities.
I am a member of the Bars of the State of Texas and of the
State of Louisiana and, for purposes of this opinion, do not hold
myself out as an expert on the laws of any jurisdiction other
than the State of Texas, the State of Louisiana and the United
States of America. As to all matters of New York law, I have
relied, with your approval, upon the opinion of even date
herewith addressed to you of Thelen Reid & Priest LLP.
The opinion set forth above is solely for your benefit in
connection with the Purchase 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 Thelen Reid & Priest LLP and
Winthrop, Stimson, Putnam & Roberts may rely on this opinion as
to all matters of Texas and Louisiana law in rendering their
opinions required to be delivered under the Purchase Agreement.
Very truly yours,
Laurence M. Hamric, Esq.
Associate General Counsel-
Corporate and Securities
<PAGE>
EXHIBIT B
[Letterhead of Thelen Reid & Priest LLP]
June 1, 2000
Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285
Ladies and Gentlemen:
We, together with Laurence M. Hamric, Esq., Associate
General Counsel-Corporate and Securities of Entergy Services,
Inc., have acted as counsel for Entergy Gulf States, Inc., a
Texas corporation (the "Company"), in connection with the
issuance and sale to you pursuant to the Purchase Agreement,
effective May 26, 2000 (the "Purchase Agreement"), between the
Company and you, of $300,000,000 aggregate principal amount of
its First Mortgage Bonds, Floating Rate Series due June 2, 2003
(the "Bonds"), issued pursuant to the Company's Indenture of
Mortgage, dated September 1, 1926, with The Chase Manhattan Bank
(formerly known as Chemical Bank), as trustee (the "Trustee"), as
heretofore amended and supplemented by all indentures amendatory
thereof and supplemental thereto, and as it will be further
amended and supplemented by the Fifty-ninth Supplemental
Indenture, dated as of June 1, 2000 (the "Supplemental
Indenture") (the Indenture of Mortgage as so amended and
supplemented being hereinafter referred to as the "Mortgage").
This opinion is being 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 Purchase
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 Restated Articles of Incorporation and the
Company's By-Laws, as amended; (b) the Purchase Agreement; (c)
the Mortgage; (d) the Offering Circular; (e) the records of
various corporate proceedings relating to the authorization,
issuance and sale of the Bonds by the Company and the execution
and delivery by the Company of the Supplemental Indenture and the
Purchase Agreement; and (f) the proceedings before and the order
entered by the Commission under the Holding Company Act relating
to the issuance and sale of the Bonds 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. In such
examination, 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 authenticity of the
originals of such latter documents. We have not examined the
Bonds, 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 Mortgage 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 may be limited by (i) the laws of the
States of Texas and Louisiana, where the property covered
thereby is located, affecting the remedies for the
enforcement of the security provided for therein, and (ii)
applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting enforcement
of mortgagees' and other creditors' rights and by general
equitable principles (whether considered in a proceeding in
equity or at law).
(2) The Bonds 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 against the Company in accordance with their
terms, except as may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization or other
similar laws affecting enforcement of mortgagees' and other
creditors' rights and by general equitable principles
(whether considered in a proceeding in equity or at law) and
are entitled to the benefit of the security afforded by the
Mortgage.
(3) The statements made in the Offering Circular under
the caption "Description of New Bonds," 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 Purchase Agreement has been duly authorized,
executed and delivered by the Company.
(5) Except as to the financial statements and
other financial or statistical data included or incorporated
by reference therein, upon which we do not pass, the
documents or portions thereof filed with the Commission
pursuant to the Exchange Act, and incorporated or deemed to
be incorporated by reference in the Offering Circular, 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.
(6) An appropriate order has been entered by the
Commission under the Holding Company Act authorizing the
issuance and sale of the Bonds by the Company; 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 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 Bonds by the Company pursuant to
the Purchase 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 Bonds or
under the Mortgage and the Purchase Agreement.
(7) Assuming that (i) the representations and
warranties of each of the Company and you set forth in
Sections 3(g), (h) and (j) and Section 4(b), respectively,
of the Purchase Agreement are accurate and the agreements
contained therein have been duly complied with, (ii) the
Company will duly perform all of the covenants and
agreements set forth in Sections 5(g), (h), (i), (j) and (k)
of the Purchase Agreement and (iii) you have complied with
the offering and transfer procedures and restrictions
described in the Offering Circular, no registration of the
Bonds under the Securities Act or qualification of the
Mortgage under the Trust Indenture Act is required in
connection with the offer and sale of the Bonds by the
Company and the offer, initial resale and delivery of the
Bonds by you in the manner contemplated by the Purchase
Agreement and the Offering Circular (it being understood
that we do not express any opinion concerning any sale of
the Bonds subsequent to the initial resales thereof by you).
While we have, for purposes of this opinion, reviewed and
are familiar with the Offering Circular, we necessarily assume
the correctness, completeness and fairness of the statements made
by the Company and information included or incorporated by
reference in the Offering Circular and take no responsibility
therefor, except insofar as such statements relate to us and as
set forth in paragraph (3) above. In connection with the
preparation by the Company of the Offering Circular, we have had
discussions with certain officers, employees and representatives
of the Company and Entergy Services, Inc., with other counsel for
the Company, and with the independent certified public
accountants of the Company who audited certain of the financial
statements incorporated by reference in the Offering Circular.
Our examination of the Offering Circular and our discussions did
not disclose to us any information which gives us reason to
believe that the Offering Circular, as of its date 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 (i) the financial
statements or other financial or statistical data included or
incorporated by reference in the Offering Circular or (ii) the
information contained in the Offering Circular under the caption
"Book Entry Securities."
With respect to the opinions set forth in paragraphs (1) and
(2) above, we call your attention to the fact that the provisions
of the Atomic Energy Act of 1954, as amended, and the regulations
promulgated thereunder impose certain licensing and other
requirements upon persons (such as the Trustee or other
purchasers pursuant to the remedial provisions of the Mortgage)
who seek to acquire, possess or use nuclear production
facilities.
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
other jurisdiction other than the State of New York and the
United States of America. As to all matters of Texas and
Louisiana law, we have relied upon the opinion of even date
herewith addressed to you by Laurence M. Hamric, Esq., Associate
General Counsel-Corporate and Securities of Entergy Services,
Inc. We have not examined into and are not passing upon matters
relating to incorporation of the Company, titles to property,
franchises or the lien of the Mortgage.
The opinion set forth above is solely for your benefit in
connection with the Purchase 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 Laurence M. Hamric, Esq.,
Associate General Counsel-Corporate and Securities of Entergy
Services, Inc., may rely on this opinion as to all matters of New
York law in rendering his opinion required to be delivered under
the Purchase Agreement.
Very truly yours,
THELEN REID & PRIEST LLP
<PAGE>
EXHIBIT C
[Letterhead of Winthrop, Stimson, Putnam & Roberts]
June 1, 2000
Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285
Ladies and Gentlemen:
We have acted as counsel for you as the Initial Purchaser of
$300,000,000 aggregate principal amount of First Mortgage Bonds,
Floating Rate Series due June 2, 2003 (the "Bonds"), issued by
Entergy Gulf States, Inc., a Texas corporation (the "Company"),
under the Company's Indenture of Mortgage, dated September 1,
1926, with The Chase Manhattan Bank (formerly known as Chemical
Bank), as trustee (the "Trustee"), as heretofore amended and
supplemented by all indentures amendatory thereof and
supplemental thereto, and as it will be further amended and
supplemented by the Fifty-ninth Supplemental Indenture, dated as
of June 1, 2000 (the Indenture of Mortgage as so amended and
supplemented being hereinafter referred to as the "Mortgage"),
pursuant to the Purchase Agreement between you and the Company
dated May 26, 2000 (the "Purchase Agreement"). Capitalized terms
used herein and not otherwise defined have the meanings ascribed
to such terms in the Purchase 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 without
independent investigation upon an opinion of even date herewith
addressed to you by Laurence M. Hamric, Esq., Associate General
Counsel-Corporate and Securities of Entergy Services, Inc., as to
all matters of Texas and Louisiana law related to this opinion.
We have reviewed the form of said opinion and believe that it is
satisfactory. We have also reviewed the opinion of Thelen Reid &
Priest LLP required by Section 6(b) of the Purchase Agreement,
and we believe that said opinion is satisfactory.
We have reviewed, and have relied as to matters of fact
material to this opinion upon, the documents delivered to you at
the closing of the transactions contemplated by the Purchase
Agreement, and we have reviewed such other documents and have
satisfied ourselves as to such other matters as we have deemed
necessary in order to enable us to render this opinion. As to
such matters of fact material to this opinion, we have relied
upon representations and certifications of the Company in such
documents and in the Purchase Agreement, and upon statements in
the Offering Circular. In such review, we have assumed the
genuineness of all signatures, the legal capacity of natural
persons, the conformity to the originals of the documents
submitted to us as certified or photostatic copies, the
authenticity of the originals of such documents and all documents
submitted to us as originals and the correctness of all
statements of fact contained in all such original documents. We
have not examined the Bonds, except a specimen thereof, and we
have relied upon a certificate of the Trustee as to the
authentication and delivery of the Bonds by the Trustee and as to
the authorization, execution and delivery of the Supplemental
Indenture by the Trustee. We have not examined into, and are
expressing no opinion or belief as to matters relating to, titles
to property, franchises or the lien of the Mortgage.
Subject to the foregoing and to the further exceptions and
qualifications set forth below, we are of the opinion that:
(1) The Mortgage 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 (i) the laws of the
States of Texas and Louisiana, where the property covered
thereby is located, affecting the remedies for the
enforcement of the security purported to be provided for
therein, (ii) bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting enforcement
of mortgagees' and other creditors' rights and general
equitable principles (whether considered in a proceeding in
equity or at law), and (iii) an implied covenant of
reasonableness, good faith and fair dealing.
(2) The Bonds 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 against the Company in accordance with their
terms, except as limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws
affecting enforcement of mortgagees' and other creditors'
rights and by general equitable principles (whether
considered in a proceeding in equity or at law) an implied
covenant of reasonableness, good faith and fair dealing and
are entitled to the benefit of the security purported to be
afforded by the Mortgage.
(3) The statements made in the Offering Circular under
the caption "Description of Bonds," 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 Purchase Agreement has been duly authorized,
executed and delivered by the Company.
(5) An appropriate order has been issued by the
Commission under the Holding Company Act, authorizing the
issuance and sale of the Bonds by the Company, 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 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 Bonds by the
Company pursuant to the Purchase 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 documents filed by the Company with the Commission
pursuant to the Exchange Act and incorporated or deemed to
be incorporated by reference in the Offering Circular, 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.
(7) Assuming that (i) the representations and
warranties of each of the Company and you set forth in
Sections 3(g), (h) and (j) and Section 4(b), respectively,
of the Purchase Agreement are accurate and the agreements
contained therein have been duly complied with, (ii) the
Company will duly perform all of the covenants and
agreements set forth in Sections 5(g), (h), (i), (j) and (k)
of the Purchase Agreement and (iii) you have complied with
the offering and transfer procedures and restrictions
described in the Offering Circular, no registration of the
Bonds under the Securities Act or qualification of the
Mortgage under the Trust Indenture Act is required in
connection with the offer and sale of the Bonds by the
Company and the offer, initial resale and delivery of the
Bonds by you in the manner contemplated by the Purchase
Agreement and the Offering Circular (it being understood
that we do not express any opinion concerning any sale of
the Bonds subsequent to the initial resales thereof by you).
While we have, for purposes of this opinion, reviewed and
are familiar with the Offering Circular, we necessarily assume
the correctness, completeness and fairness of the statements made
by the Company and information included or incorporated by
reference in the Offering Circular and take no responsibility
therefor, except insofar as such statements relate to us and as
set forth in paragraph (3) above. In connection with the
preparation by the Company of the Offering Circular, 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. We note that there is no
statutory or regulatory authority for the incorporation by
reference of information in documents such as the Offering
Circular. Our review of the Offering Circular and the above-
mentioned discussions did not disclose to us any information that
gives us reason to believe that the Offering Circular, as of its
date and at the date hereof, taking into account the documents
incorporated by reference therein, 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 Offering
Circular.
With respect to the opinions set forth in paragraphs (1) and
(2) above, we call your attention to the fact that (i) Section
9.06 of the Mortgage provides that the Company will promptly
record and file the Supplemental Indenture in such manner and in
such places as may be required by law in order to fully preserve
and protect the security of the bondholders and all rights of the
Trustee and (ii) the provisions of the Atomic Energy Act of 1954,
as amended, and regulations promulgated thereunder impose certain
licensing and other requirements upon persons (such as the
Trustee or other purchasers pursuant to the remedial provisions
of the Mortgage) who seek to acquire, possess or use nuclear
production facilities.
This opinion is solely for your benefit in connection with
the Purchase Agreement and the transactions contemplated
thereunder and may not be relied upon in any manner by any other
person or for any other purpose, without our prior written
consent.
Very truly yours,
WINTHROP, STIMSON, PUTNAM & ROBERTS
<PAGE>
EXHIBIT D
ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS
PURSUANT TO SECTION 6(d)(iv) OF THE PURCHASE AGREEMENT
FOR INCLUSION IN THE LETTER OF THE ACCOUNTANTS
REFERRED TO THEREIN
Caption Page Item
Annual Report on Form 10-K
for the year ended
December 31, 1999
"SELECTED FINANCIAL DATA 91 The amounts of electric
- FIVE-YEAR COMPARISON" operating revenues (by
source) for the twelve month
periods ended December 31,
1999, 1998 and 1997
Quarterly Report on Form
10-Q for the quarterly
period ended March 31,
2000
"SELECTED OPERATING 38 The amounts of electric
RESULTS" operating revenues (by
source) for the three month
periods ended March 31, 2000
and 1999
