UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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In the Matter of :
Entergy Louisiana, Inc. : CERTIFICATE PURSUANT
File No. 70-8771 : TO RULE 24
Public Utility Holding Company :
Act of 1935 :
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This is to certify that, pursuant to Rule 24 under the
Public Utility Holding Company Act of 1935, as amended, the
transactions proposed by Entergy Louisiana, Inc. (the "Company")
in the Application-Declaration in the above-referenced file, as
amended, have been carried out in accordance with the terms and
conditions of and for the purposes represented by the Application-
Declaration and pursuant to the order of the Securities and
Exchange Commission with respect thereto dated January 14, 1997
(Release No. 35-26645). Such proposed transactions, as carried
out, are hereinafter referred to as the "Refunding". The closing
date for the Refunding was July 17, 1997 (the "Closing Date").
Background
In 1989, the Company caused the issuance and sale of
Waterford 3 Secured Lease Obligation Bonds, 10.67% Series A, B
and C due 2005 and Waterford 3 Secured Lease Obligation Bonds,
10.30% Series A, B and C due 2017 (collectively, the "Original
Bonds"). The purpose of the Refunding was to refund the Original
Bonds on the Closing Date. On the Closing Date, the aggregate
outstanding principal amount of the Original Bonds was
$299,219,000.00. In order to call the Original Bonds on the
Closing Date, the Company was obligated to cause the payment to
the holders of the Original Bonds of such principal amount plus
an aggregate call premium of $13,525,555.30. Such principal and
premium totalled $312,744,000.30.
The Refunding
On the Closing Date, the Company caused W3A Funding
Corporation to issue and sell $307,632,000 aggregate principal
amount of Waterford 3 Secured Lease Obligations Bonds, 8.09%
Series due 2017 (the "New Bonds"). The proceeds from the sale of
the New Bonds were $307,632,000. Such proceeds, together with an
equity investment by ESSL 2, Inc. (the "Owner Participant") of
$5,112,555.30, were used to refund the Original Bonds. In
connection with the Refunding, the Owner Participant paid
underwriting commissions of $2,691,780 and paid or will pay
estimated expenses of $500,000. The Company paid or will pay
estimated expenses of $360,000.
Exhibits
Incorporated herein by reference as indicated are the
following documents:
A-3(a) Execution form of
Supplemental Indenture No. 2 to
Lease Indenture No. 1 (attached to
Refunding Agreement No. 1, dated as
of June 27, 1997, with such
Refunding Agreement filed as
Exhibit 2 to Current Report on Form
8-K, dated July 14, 1997, in File
No. 1-8474).
A-3(b) Execution form of
Supplemental Indenture No. 2 to
Lease Indenture No. 2 (attached to
Refunding Agreement No. 2, dated as
of June 27, 1997, with such
Refunding Agreement filed as
Exhibit 3 to Current Report on Form
8-K, dated July 14, 1997, in File
No. 1-8474).
A-3(c) Execution form of
Supplemental Indenture No. 2 to
Lease Indenture No. 3 (attached to
Refunding Agreement No. 3, dated as
of June 27, 1997, with such
Refunding Agreement filed as
Exhibit 4 to Current Report on Form
8-K, dated July 14, 1997, in File
No. 1-8474).
A-4 Execution form of
Collateral Trust Indenture (identical
copies attached to each of Refunding
Agreement Nos. 1, 2 and 3, each dated as
of June 27, 1997, with such Refunding
Agreements filed as Exhibits 2, 3 and 4,
respectively, to Current Report on Form
8-K, dated July 14, 1997, in File No. 1-
8474).
A-5 Execution form of
Supplemental Indenture No. 1 to
Collateral Trust Indenture (identical
copies attached to each of Refunding
Agreement Nos. 1, 2 and 3, each dated as
of June 27, 1997, with such Refunding
Agreements filed as Exhibits 2, 3 and 4,
respectively, to Current Report on Form
8-K, dated July 14, 1997, in File No. 1-
8474).
B-2(a) Execution form of
Amendment No. 1 to Participation
Agreement No. 1 (attached to
Refunding Agreement No. 1, dated as
of June 27, 1997, with such
Refunding Agreement filed as
Exhibit 2 to Current Report on Form
8-K, dated July 14, 1997, in File
No. 1-8474).
B-2(b) Execution form of
Amendment No. 1 to Participation
Agreement No. 2 (attached to
Refunding Agreement No. 2, dated as
of June 27, 1997, with such
Refunding Agreement filed as
Exhibit 3 to Current Report on Form
8-K, dated July 14, 1997, in File
No. 1-8474).
B-2(b) Execution form of
Amendment No. 1 to Participation
Agreement No. 3 (attached to
Refunding Agreement No. 3, dated as
of June 27, 1997, with such
Refunding Agreement filed as
Exhibit 4 to Current Report on Form
8-K, dated July 14, 1997, in File
No. 1-8474).
B-4(a) Execution form of
Lease Supplement No. 1 to Facility
Lease No. 1 (attached to Refunding
Agreement No. 1, dated as of June
27, 1997, with such Refunding
Agreement filed as Exhibit 2 to
Current Report on Form 8-K, dated
July 14, 1997, in File No. 1-8474).
B-4(b) Execution form of
Lease Supplement No. 1 to Facility
Lease No. 2 (attached to Refunding
Agreement No. 2, dated as of June
27, 1997, with such Refunding
Agreement filed as Exhibit 3 to
Current Report on Form 8-K, dated
July 14, 1997, in File No. 1-8474).
B-4(b) Execution form of
Lease Supplement No. 1 to Facility
Lease No. 3 (attached to Refunding
Agreement No. 3, dated as of June
27, 1997, with such Refunding
Agreement filed as Exhibit 4 to
Current Report on Form 8-K, dated
July 14, 1997, in File No. 1-8474).
B-6 Conformed copy of
Underwriting Agreement (filed as
Exhibit 1 to Current Report on Form
8-K, dated July 14, 1997, in File
No. 1-8474).
B-7(a) Conformed copy of
Refunding Agreement No. 1 (filed as
Exhibit 2 to Current Report on Form
8-K, dated July 14, 1997, in File
No. 1-8474).
B-7(b) Conformed copy of
Refunding Agreement No. 2 (filed as
Exhibit 3 to Current Report on Form
8-K, dated July 14, 1997, in File
No. 1-8474).
B-7(c) Conformed copy of
Refunding Agreement No. 3 (filed as
Exhibit 4 to Current Report on Form
8-K, dated July 14, 1997, in File
No. 1-8474).
B-8(a) Execution form of
Amendment No. 1 to Tax
Indemnification Agreement No. 1
(attached to Refunding Agreement
No. 1, dated as of June 27, 1997,
with such Refunding Agreement filed
as Exhibit 2 to Current Report on
Form 8-K, dated July 14, 1997, in
File No. 1-8474).
B-8(b) Execution form of
Amendment No. 2 to Tax
Indemnification Agreement No. 1
(attached to Refunding Agreement
No. 1, dated as of June 27, 1997,
with such Refunding Agreement filed
as Exhibit 3 to Current Report on
Form 8-K, dated July 14, 1997, in
File No. 1-8474).
B-8(c) Execution form of
Amendment No. 3 to Tax
Indemnification Agreement No. 1
(attached to Refunding Agreement
No. 1, dated as of June 27, 1997,
with such Refunding Agreement filed
as Exhibit 4 to Current Report on
Form 8-K, dated July 14, 1997, in
File No. 1-8474).
IN WITNESS WHEREOF, Entergy Louisiana, Inc. has caused
this certificate to be executed as of this 28th day of July,
1997.
Entergy Louisiana, Inc.
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
