UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
- ---------------------------------------X
:
In the Matter of : CERTIFICATE PURSUANT TO
: RULE 24
ENTERGY LOUISIANA, INC. :
:
File No. 70-9141 :
:
(Public Utility Holding Company :
Act of 1935) :
- ---------------------------------------X
This is to certify, pursuant to Rule 24 under the
Public Utility Holding Company Act of 1935, as amended, that the
transactions described below, which were proposed by Entergy
Louisiana, Inc. ("Company") in its Application-Declaration, as
amended, in the above file, have been carried out in accordance
with the terms and conditions of and for the purposes represented
by said Application-Declaration, as amended, and pursuant to the
order of the Securities and Exchange Commission with respect
thereto dated March 12, 1998.
On March 30, 1999, the Company issued and sold, by
competitive bid, to Salomon Smith Barney Inc. and Prudential
Securities Incorporated, as underwriters, $75,000,000 in
aggregate principal amount of the Company's First Mortgage Bonds,
5.80% Series due March 1, 2002 ("Bonds"), issued pursuant to the
Fifty-third Supplemental Indenture to the Company's Mortgage and
Deed of Trust, as supplemented.
Attached hereto and incorporated by reference are:
Exhibit A-2(b) - Execution form of Fifty-third
Supplemental Indenture relating to the
Bonds.
Exhibit B-1(b) - Letter to prospective purchasers
relating to proposals for the purchase
of Bonds.
Exhibit B-2(b) - Execution form of Underwriting
Agreement relating to the Bonds.
Exhibit C-3(b) - Copy of the Prospectus being used
in connection with the sale of the Bonds
(previously filed in Registration No. 33-
50937 and incorporated herein by
reference).
Exhibit F-1(b) - Post-effective opinion of Denise C.
Redmann, Senior Counsel - Corporate and
Securities of Entergy Services, Inc.,
counsel for the Company.
Exhibit F-2(b) - Post-effective opinion of Thelen
Reid & Priest LLP, counsel for the
Company.
IN WITNESS WHEREOF, Entergy Louisiana, Inc. has caused
this certificate to be executed this 9th day of April, 1999.
ENTERGY LOUISIANA, INC.
By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer
Exhibit A-2(b)
Executed in 70 counterparts of
which this is counterpart
ENTERGY LOUISIANA, INC.
TO
BANK OF MONTREAL TRUST COMPANY
(successor to The Chase Manhattan Bank (National Association))
AND
MARK F. McLAUGHLIN
(successor to Z. George Klodnicki)
As Trustees under Entergy Louisiana, Inc.'s
Mortgage and Deed of Trust,
dated as of April 1, 1944
________________
Fifty-third Supplemental Indenture
Providing among other things for
First Mortgage Bonds, 5.80% Series due March 1, 2002
(Fifty-ninth Series)
Dated as of March 1, 1999
<PAGE>
FIFTY-THIRD SUPPLEMENTAL INDENTURE
INDENTURE, dated as of March 1, 1999, between ENTERGY
LOUISIANA, INC., a corporation of the State of Louisiana
(successor by merger to LOUISIANA POWER & LIGHT COMPANY, a
corporation of the State of Florida), whose post office address
is 639 Loyola Avenue, New Orleans, Louisiana 70113 (hereinafter
sometimes called the "Company"), and BANK OF MONTREAL TRUST
COMPANY, a New York corporation (successor to THE CHASE MANHATTAN
BANK (NATIONAL ASSOCIATION)), whose principal office is located
at 88 Pine Street, New York, New York 10005 (hereinafter
sometimes called the "Corporate Trustee"), and MARK F. McLAUGHLIN
(successor to Z. GEORGE KLODNICKI), whose post office address is
44 Norwood Avenue, Westwood, New Jersey 07711 (said MARK F.
McLAUGHLIN being hereinafter sometimes called the "Co-Trustee"
and the Corporate Trustee and the Co-Trustee being hereinafter
together sometimes called the "Trustees"), as Trustees under the
Mortgage and Deed of Trust, dated as of April 1, 1944
(hereinafter called the "Mortgage"), which Mortgage was executed
and delivered by Louisiana Power & Light Company, a corporation
of the State of Florida (hereinafter sometimes called the
"Florida Company"), to secure the payment of bonds issued or to
be issued under and in accordance with the provisions of the
Mortgage, reference to which Mortgage is hereby made, this
Indenture (hereinafter called the "Fifty-third Supplemental
Indenture") being supplemental thereto;
WHEREAS, the Mortgage was recorded in various Parishes in
the State of Louisiana, which Parishes are the same Parishes in
which this Fifty-third Supplemental Indenture is to be recorded;
and
WHEREAS, by the Mortgage, the Florida Company covenanted
that it would execute and deliver such supplemental indenture or
indentures and such further instruments and do such further acts
as might be necessary or proper to carry out more effectively the
purposes of the Mortgage and to make subject to the lien of the
Mortgage any property thereafter acquired and intended to be
subject to the lien thereof; and
WHEREAS, the Florida Company executed and delivered the
following supplemental indentures:
Designation Dated as of
First Supplemental Indenture March 1, 1948
Second Supplemental Indenture November 1, 1950
Third Supplemental Indenture September 1, 1953
Fourth Supplemental Indenture October 1, 1954
Fifth Supplemental Indenture January 1, 1957
Sixth Supplemental Indenture April 1, 1960
Seventh Supplemental Indenture June 1, 1964
Eighth Supplemental Indenture March 1, 1966
Ninth Supplemental Indenture February 1, 1967
Tenth Supplemental Indenture September 1, 1967
Eleventh Supplemental Indenture March 1, 1968
Twelfth Supplemental Indenture June 1, 1969
Thirteenth Supplemental Indenture December 1, 1969
Fourteenth Supplemental Indenture November 1, 1970
Fifteenth Supplemental Indenture April 1, 1971
Sixteenth Supplemental Indenture January 1, 1972
Seventeenth Supplemental Indenture November 1, 1972
Eighteenth Supplemental Indenture June 1, 1973
Nineteenth Supplemental Indenture March 1, 1974
Twentieth Supplemental Indenture November 1, 1974
which supplemental indentures were recorded in various Parishes
in the State of Louisiana; and
WHEREAS, the Florida Company was merged into the Company on
February 28, 1975, and the Company thereupon executed and
delivered a Twenty-first Supplemental Indenture, dated as of
March 1, 1975, pursuant to which the Company, among other things,
assumed and agreed duly and punctually to pay the principal of
and interest on the bonds at the time issued and outstanding
under the Mortgage, as then supplemented, in accordance with the
provisions of said bonds and of any appurtenant coupons and of
the Mortgage as so supplemented, and duly and punctually to
observe, perform and fulfill all of the covenants and conditions
of the Mortgage, as so supplemented, to be kept or performed by
the Florida Company, and said Twenty-first Supplemental Indenture
was recorded in various Parishes in the State of Louisiana; and
WHEREAS, the Company has succeeded to and has been
substituted for the Florida Company under the Mortgage with the
same effect as if it had been named as mortgagor corporation
therein; and
WHEREAS, the Company executed and delivered the following
supplemental indentures:
Designation Dated as of
Twenty-second Supplemental Indenture September 1, 1975
Twenty-third Supplemental Indenture December 1, 1976
Twenty-fourth Supplemental Indenture January 1, 1978
Twenty-fifth Supplemental Indenture July 1, 1978
Twenty-sixth Supplemental Indenture May 1, 1979
Twenty-seventh Supplemental Indenture November 1, 1979
Twenty-eighth Supplemental Indenture December 1, 1980
Twenty-ninth Supplemental Indenture April 1, 1981
Thirtieth Supplemental Indenture December 1, 1981
Thirty-first Supplemental Indenture March 1, 1983
Thirty-second Supplemental Indenture September 1, 1983
Thirty-third Supplemental Indenture August 1, 1984
Thirty-fourth Supplemental Indenture November 1, 1984
Thirty-fifth Supplemental Indenture December 1, 1984
Thirty-sixth Supplemental Indenture December 1, 1985
Thirty-seventh Supplemental Indenture April 1, 1986
Thirty-eighth Supplemental Indenture November 1, 1986
Thirty-ninth Supplemental Indenture May 1, 1988
Fortieth Supplemental Indenture December 1, 1988
Forty-first Supplemental Indenture April 1, 1990
Forty-second Supplemental Indenture June 1, 1991
Forty-third Supplemental Indenture April 1, 1992
Forty-fourth Supplemental Indenture July 1, 1992
Forty-fifth Supplemental Indenture December 1, 1992
Forty-sixth Supplemental Indenture March 1, 1993
Forty-seventh Supplemental Indenture May 1, 1993
Forty-eighth Supplemental Indenture December 1, 1993
Forty-ninth Supplemental Indenture July 1, 1994
Fiftieth Supplemental Indenture September 1, 1994
Fifty-first Supplemental Indenture March 1, 1996
Fifty-second Supplemental Indenture March 1, 1998
which supplemental indentures were recorded in various Parishes
in the State of Louisiana; and
WHEREAS, in addition to the property described in the
Mortgage, as supplemented, the Company has acquired certain other
property, rights and interests in property; and
WHEREAS, the Florida Company or the Company has heretofore
issued, in accordance with the provisions of the Mortgage, as
supplemented, the following series of First Mortgage Bonds:
Principal Principal
Amount Amount
Series Issued Outstanding
3% Series due 1974 $ 17,000,000 None
3 1/8% Series due 1978 10,000,000 None
3% Series due 1980 10,000,000 None
4% Series due 1983 12,000,000 None
3 1/8% Series due 1984 18,000,000 None
4 3/4% Series due 1987 20,000,000 None
5% Series due 1990 20,000,000 None
4 5/8% Series due 1994 25,000,000 None
5 3/4% Series due 1996 35,000,000 None
5 5/8% Series due 1997 16,000,000 None
6 1/2% Series due September 1, 1997 18,000,000 None
7 1/8% Series due 1998 35,000,000 None
9 3/8% Series due 1999 25,000,000 None
9 3/8% Series due 2000 20,000,000 None
7 7/8% Series due 2001 25,000,000 $18,700,000
7 1/2% Series due 2002 25,000,000 23,000,000
7 1/2% Series due November 1, 2002 25,000,000 15,259,000
8% Series due 2003 45,000,000 None
8 3/4% Series due 2004 45,000,000 None
9 1/2% Series due November 1, 1981 50,000,000 None
9 3/8% Series due September 1, 1983 50,000,000 None
8 3/4% Series due December 1, 2006 40,000,000 None
9% Series due January 1, 1986 75,000,000 None
10% Series due July 1, 2008 60,000,000 None
10 7/8% Series due May 1, 1989 $45,000,000 None
13 1/2% Series due November 1, 2009 55,000,000 None
15 3/4% Series due December 1,1988 50,000,000 None
16% Series due April 1, 1991 75,000,000 None
16 1/4% Series due December 1, 1991 100,000,000 None
12% Series due March 1, 1993 100,000,000 None
13 1/4% Series due March 1, 2013 100,000,000 None
13% Series due September 1, 2013 50,000,000 None
16% Series due August 1, 1994 100,000,000 None
14 3/4% Series due November 1, 2014 55,000,000 None
15 1/4% Series due December 1, 2014 35,000,000 None
14% Series due December 1, 1992 60,000,000 None
14 1/4% Series due December 1, 1995 15,000,000 None
10 1/2% Series due April 1, 1993 200,000,000 None
10 3/8% Series due November 1, 2016 280,000,000 None
Series 1988A due September 30, 1988 13,334,000 None
Series 1988B due September 30, 1988 10,000,000 None
Series 1988C due September 30, 1988 6,667,000 None
10.36% Series due December 1, 1995 75,000,000 None
10 1/8% Series due April 1, 2020 100,000,000 None
Environmental Series A due June 1, 2021 52,500,000 $52,500,000
Environmental Series B due April 1, 2022 20,940,000 20,940,000
7.74% Series due July 1, 2002 179,000,000 179,000,000
8 1/2% Series due July 1, 2022 9,000,000 None
Environmental Series C due December 1, 2022 25,120,000 25,120,000
6.00% Series due March 1, 2000 100,000,000 100,000,000
Environmental Series D due May 1, 2023 34,364,000 34,364,000
Environmental Series E due December 1, 2023 25,991,667 25,991,667
Environmental Series F due July 1, 2024 21,335,000 21,335,000
Collateral Series 1994-A, due July 2, 2017 117,805,000 109,290,000
Collateral Series 1994-B, due July 2, 2017 58,865,000 54,630,000
Collateral Series 1994-C, due July 2, 2017 31,575,000 29,290,000
8 3/4% Series due March 1, 2026 115,000,000 115,000,000
6 1/2% Series due March 1, 2008 115,000,000 115,000,000
which bonds are also hereinafter sometimes called bonds of the
First through Fifty-eighth Series, respectively; and
WHEREAS, Section 8 of the Mortgage provides that the form of
each series of bonds (other than the First Series) issued
thereunder and of the coupons to be attached to coupon bonds of
such series shall be established by Resolution of the Board of
Directors of the Company and that the form of such series, as
established by said Board of Directors, shall specify the
descriptive title of the bonds and various other terms thereof,
and may also contain such provisions not inconsistent with the
provisions of the Mortgage as the Board of Directors may, in its
discretion, cause to be inserted therein expressing or referring
to the terms and conditions upon which such bonds are to be
issued and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage provides, among other
things, that any power, privilege or right expressly or impliedly
reserved to or in any way conferred upon the Company by any
provision of the Mortgage, whether such power, privilege or right
is in any way restricted or is unrestricted, may be in whole or
in part waived or surrendered or subjected to any restriction if
at the time unrestricted or to additional restrictions if already
restricted, and the Company may enter into any further covenants,
limitations or restrictions for the benefit of any one or more
series of bonds issued thereunder, or the Company may cure any
ambiguity contained therein, or in any supplemental indenture, or
may establish the terms and provisions of any series of bonds
(other than the First Series) by an instrument in writing
executed and acknowledged by the Company in such manner as would
be necessary to entitle a conveyance of real estate to record in
all of the states in which any property at the time subject to
the lien of the Mortgage shall be situated; and
WHEREAS, the Company now desires to create a new series of
bonds and to add to its covenants and agreements contained in the
Mortgage, as heretofore supplemented, certain other covenants and
agreements to be observed by it and to alter and amend in certain
respects the covenants and provisions contained in the Mortgage,
as heretofore supplemented; and
WHEREAS, the execution and delivery by the Company of this
Fifty-third Supplemental Indenture, and the terms of the bonds of
the Fifty-ninth Series, hereinafter referred to, have been duly
authorized by the Board of Directors of the Company by
appropriate Resolutions of said Board of Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That the Company, in consideration of the premises and of
One Dollar to it duly paid by the Trustees at or before the
ensealing and delivery of these presents, the receipt whereof is
hereby acknowledged, and in further evidence of assurance of the
estate, title and rights of the Trustees and in order further to
secure the payment both of the principal of and interest and
premium, if any, on the bonds from time to time issued under the
Mortgage, according to their tenor and effect and the performance
of all the provisions of the Mortgage (including any instruments
supplemental thereto and any modification made as in the Mortgage
provided) and of said bonds, hereby grants, bargains, sells,
releases, conveys, assigns, transfers, mortgages, hypothecates,
affects, pledges, sets over and confirms (subject, however, to
Excepted Encumbrances as defined in Section 6 of the Mortgage)
unto Mark F. McLaughlin and (to the extent of its legal capacity
to hold the same for the purposes hereof) to Bank of Montreal
Trust Company, as Trustees under the Mortgage, and to their
successor or successors in said trust, and to said Trustees and
their successors and assigns forever, all of the property now
owned by the Company and specifically described in the Mortgage,
as supplemented, and all the following described properties of
the Company, whether now owned or hereafter acquired, namely:
PARAGRAPH ONE
The Electric Generating Plants, Plant Sites and Stations,
and all ownership interests therein, of the Company, including
all electric works, power houses, buildings, pipe lines and
structures owned by the Company and all land of the Company on
which the same are situated and all of the Company's lands,
together with the buildings and improvements thereon, and all
rights, ways, servitudes, prescriptions, and easements, rights-of-
way, permits, privileges, licenses, poles, wires, machinery,
implements, equipment and appurtenances, forming a part of said
plants, sites or stations, or any of them, or used or enjoyed, or
capable of being used or enjoyed in conjunction with any of said
power plants, sites, stations, lands and property.
PARAGRAPH TWO
The Electric Substations, Switching Stations, Microwave
installations and UHF-VHF installations of the Company, and the
Sites therefor, including all buildings, structures, towers,
poles, all equipment, appliances and devices for transforming,
converting, switching, transmitting and distributing electric
energy, and for communications, and the lands of the Company on
which the same are situated, and all of the Company's lands,
rights, ways, servitudes, prescriptions, easements, rights-of-
way, machinery, equipment, appliances, devices, licenses and
appurtenances forming a part of said substations, switching
stations, microwave installations or UHF-VHF installations, or
any of them, or used or enjoyed or capable of being used or
enjoyed in conjunction with any of them.
PARAGRAPH THREE
All and Singular the Miscellaneous Lands and Real Estate or
Rights and Interests therein of the Company now owned, or,
subject to the provisions of Section 87 of the Mortgage,
hereafter acquired during the existence of this trust.
PARAGRAPH FOUR
The Electric Transmission Lines of the Company, including
the structures, towers, poles, wires, cables, switch racks,
conductors, transformers, pole type substations, insulators and
all appliances, devices and equipment used or useful in
connection with said transmission lines and systems, and all
other property, real, personal or mixed, forming a part thereof
or appertaining thereto, together with all rights-of-way,
easements, prescriptions, servitudes, permits, privileges,
licenses, consents, immunities and rights for or relating to the
construction, maintenance or operation thereof, through, over,
under or upon any public streets or highways or other lands,
public or private.
PARAGRAPH FIVE
The Electric Submarine Cables of the Company, including the
wires, cables, switch racks, conductors, conduits, transformers,
substations, insulators and all appliances, devices and equipment
used or useful in connection with said submarine cables, and all
other property, real, personal or mixed, forming a part thereof
or appertaining thereto, together with all rights-of-way,
easements, prescriptions, servitudes, permits, privileges,
licenses, consents, immunities and rights for or relating to the
construction, maintenance or operation thereof.
And also all extensions, replacements, branches, taps,
developments and improvements of said submarine cables, or any of
them, and all other submarine cables owned by the Company
wherever situated, whether now owned or hereafter acquired and/or
constructed, as well as all of the Company's rights-of-way,
easements, permits, privileges, licenses, consents, immunities
and rights for or relating to the construction, maintenance or
operation thereof, subject, however, to the provisions of Section
87 of the Mortgage.
PARAGRAPH SIX
The Electric Distribution Lines and Systems of the Company,
including the structures, towers, poles, wires, insulators and
appurtenances, appliances, conductors, conduits, cables,
transformers, meters, regulator stations and regulators,
accessories, devices and equipment and all of the Company's other
property, real, personal or mixed, forming a part of or used,
occupied or enjoyed in connection with or in anywise appertaining
to said distribution lines and systems, together with all of the
Company's rights-of-way, easements, permits, prescriptions,
privileges, municipal or other franchises, licenses, consents,
immunities and rights for or relating to the construction,
maintenance or operation thereof, through, over, under, or upon
any public streets or highways, public or private lands,
including all additions, improvements or replacements to all of
the distribution systems located in the municipalities and
parishes set forth in the Mortgage and in the First through Fifty-
second Supplemental Indentures.
And also all branches, extensions, improvements and
developments of or appertaining to or connected with said
distribution lines, systems or any of them, and all other
distribution systems of the Company and parts and portions
thereof, wherever situated, whether connected or not connected
with any of the foregoing systems and whether now owned or
hereafter acquired, as well as all of the Company's rights-of-
way, easements, privileges, prescriptions, permits, municipal or
other franchises, consents and rights for or relating to the
construction, maintenance or operation thereof or any part or
portion thereof, through, over, under or upon any public streets
or highways or public or private lands, whether now owned or
hereafter acquired, subject, however, to the provisions of
Section 87 of the Mortgage.
PARAGRAPH SEVEN
The certain franchises, privileges, permits, grants and
consents for the construction, operation and maintenance of
electric systems in, on and under streets, alleys, highways,
roads, and public grounds, areas and rights-of-way, and/or for
the supply and sale of electricity, and all rights incident
thereto, which were granted by the governing bodies of the
respective municipalities, parishes and public authorities in the
State of Louisiana.
Also all other franchises, privileges, permits, grants and
consents owned or hereafter acquired by the Company for the
construction, operation and maintenance of electric systems in,
on or under streets, alleys, highways, roads, and public grounds,
areas and rights-of-way and/or for the supply and sale of
electricity and all rights incident thereto, subject, however, to
the provisions of Section 87 of the Mortgage.
All other property, real, personal and mixed, acquired by
the Company after the date of the execution and delivery of the
Mortgage, in addition to property covered by the First through
Forty-fifth Supplemental Indentures (except any herein or in the
Mortgage or in said Supplemental Indentures expressly excepted),
now owned or, subject to the provisions of Section 87 of the
Mortgage, hereafter acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any
other way) and wheresoever situated, including (without in
anywise limiting or impairing by the enumeration of the same the
scope and intent of the foregoing or of any general description
contained in this Fifty-third Supplemental Indenture) all lands,
power sites, flowage rights, water rights, water locations, water
appropriations, ditches, flumes, reservoirs, reservoir sites,
canals, raceways, dams, dam sites, aqueducts and all other rights
or means for appropriating, conveying, storing and supplying
water; all rights-of-way and roads; all plants for the generation
of electricity by steam, water and/or other power; all power
houses, gas plants, street lighting systems, standards and other
equipment incidental thereto, telephone, radio and television
systems, air-conditioning systems and equipment incidental
thereto, water works, water systems, steam heat and hot water
plants, substations, lines, service and supply systems, bridges,
culverts, tracks, ice or refrigeration plants and equipment,
offices, buildings and other structures and the equipment
thereof; all machinery, engines, boilers, dynamos, electric, gas
and other machines, regulators, meters, transformers, generators,
motors, electrical, gas and mechanical appliances, conduits,
cables, water, steam heat, gas or other pipes, gas mains and
pipes, service pipes, fittings, valves and connections, pole and
transmission lines, wires, cables, tools, implements, apparatus,
furniture and chattels; all municipal and other franchises,
consents, or permits; all lines for the transmission and
distribution of electric current, gas, steam heat or water for
any purpose, including towers, poles, wires, cables, pipes,
conduits, ducts and all apparatus for use in connection
therewith; all real estate, lands, easements, servitudes,
licenses, permits, franchises, privileges, rights-of-way and
other rights in or relating to real estate or the occupancy of
the same and (except as herein or in the Mortgage, as heretofore
supplemented, expressly excepted) all the right, title and
interest of the Company in and to all other property of any kind
or nature appertaining to and/or used and/or occupied and/or
enjoyed in connection with any property hereinbefore or in the
Mortgage, as heretofore supplemented, described.
TOGETHER WITH all and singular the tenements, hereditaments,
prescriptions, servitudes and appurtenances belonging or in any
wise appertaining to the aforesaid property or any part thereof,
with the reversion and reversions, remainder and remainders and
(subject to the provisions of Section 57 of the Mortgage) the
tolls, rents, revenues, issues, earnings, income, product and
profits thereof, and all the estate, right, title and interest
and claim whatsoever, at law as well as in equity, which the
Company now has or may hereafter acquire in and to the aforesaid
property and franchises and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the
provisions of Section 87 of the Mortgage, all the property,
rights and franchises acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any
other way) after the date hereof (except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted), shall
be and are as fully granted and conveyed hereby and as fully
embraced within the lien hereof and the lien of the Mortgage, as
if such property, rights and franchises were now owned by the
Company and were specifically described herein and conveyed
hereby.
PROVIDED THAT the following are not and are not intended to
be now or hereafter granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, hypothecated, affected,
pledged, set over or confirmed hereunder and are hereby expressly
excepted from the lien and operation of this Fifty-third
Supplemental Indenture and from the lien and operation of the
Mortgage, namely: (1) cash, shares of stock, bonds, notes and
other obligations and other securities not hereafter specifically
pledged, paid, deposited, delivered or held under the Mortgage or
covenanted so to be; (2) merchandise, equipment, materials or
supplies held for the purpose of sale in the usual course of
business and fuel, oil and similar materials and supplies
consumable in the operation of any properties of the Company;
rolling stock, buses, motor coaches, automobiles and other
vehicles and all aircraft; (3) bills, notes and accounts
receivable, judgments, demands and choses in action, and all
contracts, leases and operating agreements not specifically
pledged under the Mortgage or covenanted so to be; (4) the last
day of the term of any lease or leasehold which may hereafter
become subject to the lien of the Mortgage; (5) electric energy,
gas, ice, and other materials or products generated,
manufactured, produced or purchased by the Company for sale,
distribution or use in the ordinary course of its business; all
timber, minerals, mineral rights and royalties; (6) the Company's
franchise to be a corporation; and (7) any property heretofore
released pursuant to any provisions of the Mortgage and not
heretofore disposed of by the Company; provided, however, that
the property and rights expressly excepted from the lien and
operation of the Mortgage in the above subdivisions (2) and (3)
shall (to the extent permitted by law) cease to be so excepted in
the event and as of the date that either or both of the Trustees
or their successor or successors in said trust or a receiver or
trustee shall enter upon and take possession of the Mortgaged and
Pledged Property in the manner provided in Article XIII of the
Mortgage by reason of the occurrence of a Default as defined in
Section 65 thereof.
TO HAVE AND TO HOLD ALL such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over
or confirmed by the Company as aforesaid, or intended so to be,
unto Mark F. McLaughlin and (to the extent of its legal capacity
to hold the same for the purposes hereof) to Bank of Montreal
Trust Company, as Trustees, and their successors and assigns
forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the
same terms, trusts and conditions and subject to and with the
same provisos and covenants as are set forth in the Mortgage, as
supplemented, this Fifty-third Supplemental Indenture being
supplemental thereto.
AND IT IS HEREBY COVENANTED by the Company that all the
terms, conditions, provisos, covenants and provisions contained
in the Mortgage, as supplemented, shall affect and apply to the
property hereinbefore described and conveyed and to the estate,
rights, obligations and duties of the Company and the Trustees
and the beneficiaries of the trust with respect to said property,
and to the Trustees and their successors as Trustees of said
property in the same manner and with the same effect as if said
property had been owned by the Company at the time of the
execution of the Mortgage, and had been specifically and at
length described in and conveyed to said Trustees by the Mortgage
as a part of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the
Trustees and their successor or successors in said trust under
the Mortgage as follows:
ARTICLE I
FIFTY-NINTH SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated
"5.80% Series due March 1, 2002" (herein sometimes called the
"Fifty-ninth Series"), each of which shall also bear the
descriptive title "First Mortgage Bond", and the form thereof,
which shall be established by Resolution of the Board of
Directors of the Company, shall contain suitable provisions with
respect to the matters hereinafter in this Section specified.
Bonds of the Fifty-ninth Series (which shall be initially issued
in the aggregate principal amount of $75,000,000) shall be dated
as in Section 10 of the Mortgage provided, shall mature on March
1, 2002, shall be issued as fully registered bonds in any
integral multiple or multiples of One Thousand Dollars, and shall
bear interest at the rate of 5.80% per annum, from March 30,
1999, if the date of said bonds is prior to September 1, 1999, or
if the date of said bonds is after September 1, 1999, from the
March 1 or September 1 next preceding the date of said bonds,
payable on September 1, 1999 for the period from March 30, 1999
to September 1, 1999, and thereafter semi-annually on March 1 and
September 1 of each year, the principal of and interest on each
said bond to be payable at the office or agency of the Company in
the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of
payment is legal tender for public and private debts.
The Company reserves the right to establish, at any time, by
Resolution of the Board of Directors of the Company, a form of
coupon bond, and of appurtenant coupons, for the Fifty-ninth
Series and to provide for exchangeability of such coupon bonds
with the bonds of said Series issued hereunder in fully
registered form and to make all appropriate provisions for such
purpose.
(I) Bonds of the Fifty-ninth Series shall be redeemable at
the option of the Company, in whole at any time, or in part from
time to time, prior to maturity, upon notice, as provided in
Section 52 of the Mortgage, mailed not less than 30 days nor more
than 60 days prior to the date fixed for redemption (at a
redemption price equal to the greater of (A) 100% of the
principal amount of such bonds of the Fifty-ninth Series and (B)
as determined by a Quotation Agent, the sum of the present values
as of the redemption date of the remaining scheduled payments of
principal of and interest on the bonds of the Fifty-ninth Series
being redeemed (excluding the portion of any such interest
accrued to the redemption date), discounted (for purposes of
determining such present values) on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at a discount
rate equal to the Adjusted Treasury Rate, plus accrued interest
thereon to the redemption date.
"Adjusted Treasury Rate" means, with respect to any
redemption date, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, plus 0.125%.
"Business Day" means 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
Corporate Trustee is closed for business.
"Comparable Treasury Issue" means the United States Treasury
security selected by a Quotation Agent as having a maturity
comparable to the remaining term of the bonds of the Fifty-ninth
Series that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the
remaining term of such bonds of the Fifty-ninth Series.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third Business Day
preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30
p.m. Quotations for U.S. Government Securities" or (ii) if such
release (or any successor release) is not published or does not
contain such prices on such Business Day, (A) the average of the
Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury
Dealer Quotations or (B) if the Corporate Trustee obtains fewer
than three such Reference Treasury Dealer Quotations, the average
of all such Reference Treasury Dealer Quotations.
"Quotation Agent" means one of the Reference Treasury
Dealers appointed by the Corporate Trustee after consultation
with the Company.
"Reference Treasury Dealer" means each of Salomon Smith
Barney Inc., Prudential Securities Incorporated and Lehman
Brothers Inc. and each of their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer or any other Primary Treasury Dealer
selected by the Corporate Trustee after consultation with the
Company.
"Reference Treasury Dealer Quotations" means, with respect
to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Corporate Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing
to the Corporate Trustee by such Reference Treasury Dealer at
5:00 p.m. on the third Business Day preceding such redemption
date.
(II) Bonds of the Fifty-ninth Series shall also be
redeemable, in whole at any time, or in part from time to time,
prior to maturity, upon like notice, by the application (either
at the option of the Company or pursuant to the requirements of
the Mortgage) of cash deposited with the Corporate Trustee
pursuant to the provisions of Section 64 of the Mortgage at the
special redemption price of 100% of the principal amount of the
bonds to be redeemed together with accrued interest thereon to
the date fixed for redemption.
(III) At the option of the registered owner, any bonds of
the Fifty-ninth Series, upon surrender thereof for cancellation
at the office or agency of the Company in the Borough of
Manhattan, The City of New York, shall be exchangeable for a like
aggregate principal amount of bonds of the same series of other
authorized denominations.
Bonds of the Fifty-ninth Series shall be transferable, upon
the surrender thereof for cancellation, together with a written
instrument of transfer in form approved by the registrar duly
executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York.
Upon any exchange or transfer of bonds of the Fifty-ninth
Series, the Company may make a charge therefor sufficient to
reimburse it for any tax or taxes or other governmental charge,
as provided in Section 12 of the Mortgage, but the Company hereby
waives any right to make a charge in addition thereto for any
exchange or transfer of bonds of said Series.
ARTICLE II
DIVIDEND COVENANT
SECTION 2. The Company covenants that, so long as any of the
bonds of the Fifty-ninth Series are Outstanding, it will not
declare any dividends on its Common Stock (other than (a) a
dividend payable solely in shares of its Common Stock, or (b) a
dividend payable in cash in cases where, concurrently with the
payment of such dividend, an amount in cash equal to such
dividend is received by the Company as a capital contribution or
as the proceeds of the issue and sale of shares of its Common
Stock) or make any distribution on outstanding shares of its
Common Stock or purchase or otherwise acquire for value any
outstanding shares of its Common Stock (otherwise than in
exchange for or out of the proceeds from the sale of other shares
of its Common Stock) if, after such dividend, distribution,
purchase or acquisition, the aggregate amount of such dividends,
distributions, purchases and acquisitions paid or made subsequent
to February 28, 1999 (other than any dividend declared by the
Company on or before February 28, 1999 for payment on or before
April 15, 1999) exceeds (without giving effect to (i) any of such
dividends, distributions, purchases or acquisitions, or (ii) any
net transfers from earned surplus to stated capital accounts) the
sum of (a) the aggregate amount credited subsequent to February
28, 1999, to earned surplus, (b) $345,000,000 and (c) such
additional amounts as shall be authorized or approved, upon
application by the Company, by the Securities and Exchange
Commission, or by any successor commission thereto, under the
Public Utility Holding Company Act of 1935.
For the purposes of this Section 2, the aggregate amount
credited subsequent to February 28, 1999 to earned surplus shall
be determined in accordance with generally accepted accounting
principles and practices after making provision for dividends
upon any preferred stock of the Company accumulated subsequent to
such date, but in such determination there shall not be
considered charges to earned surplus applicable to the period
prior to March 1, 1999 including, but not limited to, charges to
earned surplus for write-offs or write-downs of book values of
assets owned by the Company on February 28, 1999.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3. The holders of the bonds of the Fifty-ninth
Series shall be deemed to have consented and agreed that the
Company may, but shall not be obligated to, fix a record date for
the purpose of determining the holders of the bonds of the Fifty-
ninth Series entitled to consent to any amendment or supplement
to the Mortgage or the waiver of any provision thereof or any act
to be performed thereunder. If a record date is fixed, those
persons who were holders at such record date (or their duly
designated proxies), and only those persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any
consent previously given, whether or not such persons continue to
be holders after such record date. No such consent shall be
valid or effective for more than 90 days after such record date.
SECTION 4. Subject to any amendments provided for in this
Fifty-third Supplemental Indenture, the terms defined in the
Mortgage, as heretofore supplemented, shall, for all purposes of
this Fifty-third Supplemental Indenture, have the meanings
specified in the Mortgage, as heretofore supplemented.
SECTION 5. So long as any bonds of the Fifty-ninth Series
shall remain Outstanding, in each Net Earning Certificate made
pursuant to Section 7 of the Mortgage there shall be included in
operating expenses for the twelve (12) months period with respect
to which such certificate is made an amount, if any (not
otherwise included), equal to the provisions for amortization of
any amounts included in utility plant acquisition adjustment
accounts for such period.
SECTION 6. So long as any bonds of the Fifty-ninth Series
shall remain Outstanding, subdivision (2) of Section 7 of the
Mortgage is hereby amended by adding thereto the following words
"provided, further, that the amount so included in such operating
expenses in lieu of the amounts actually appropriated out of
income for retirement of the Mortgaged and Pledged Property used
primarily and principally in the electric, gas, steam and/or hot
water utility business and the Company's automotive equipment
used in the operation of such property shall not be less than the
amounts so actually appropriated out of income".
SECTION 7. The Trustees hereby accept the trusts herein
declared, provided, created or supplemented and agree to perform
the same upon the terms and conditions herein and in the
Mortgage, as heretofore amended, set forth and upon the following
terms and conditions:
The Trustees shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of
this Fifty-third Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made by
the Company solely. In general, each and every term and
condition contained in Article XVII of the Mortgage, as
heretofore amended, shall apply to and form part of this Fifty-
third Supplemental Indenture with the same force and effect as if
the same were herein set forth in full with such omissions,
variations and insertions, if any, as may be appropriate to make
the same conform to the provisions of this Fifty-third
Supplemental Indenture.
SECTION 8. Whenever in this Fifty-third Supplemental
Indenture either of the parties hereto is named or referred to,
this shall, subject to the provisions of Articles XVI and XVII of
the Mortgage, as heretofore amended, be deemed to include the
successors and assigns of such party, and all covenants and
agreements in this Fifty-third Supplemental Indenture contained
by or on behalf of the Company, or by or on behalf of the
Trustees, or either of them, shall, subject as aforesaid, bind
and inure to the respective benefits of the respective successors
and assigns of such parties, whether so expressed or not.
SECTION 9. Nothing in this Fifty-third Supplemental
Indenture, expressed or implied, is intended, or shall be
construed, to confer upon, or give to, any person, firm or
corporation, other than the parties hereto and the holders of the
bonds and coupons Outstanding under the Mortgage, any right,
remedy or claim under or by reason of this Fifty-third
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Fifty-third
Supplemental Indenture contained by or on behalf of the Company
shall be for the sole and exclusive benefit of the parties
hereto, and of the holders of the bonds and coupons Outstanding
under the Mortgage.
SECTION 10. It is the intention and it is hereby agreed
that, so far as concerns that portion of the Mortgaged and
Pledged Property situated within the State of Louisiana, the
general language of conveyance contained in this Fifty-third
Supplemental Indenture is intended and shall be construed as
words of hypothecation and not of conveyance, and that, so far as
the said Louisiana property is concerned, this Fifty-third
Supplemental Indenture shall be considered as an act of mortgage
and pledge under the laws of the State of Louisiana, and the
Trustees herein named are named as mortgagee and pledgee in trust
for the benefit of themselves and of all present and future
holders of bonds and coupons issued and to be issued under the
Mortgage, and are irrevocably appointed special agents and
representatives of the holders of the bonds and coupons issued
and to be issued under the Mortgage and vested with full power in
their behalf to effect and enforce the mortgage and pledge hereby
constituted for their benefit, or otherwise to act as herein
provided for.
SECTION 11. This Fifty-third Supplemental Indenture shall be
executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, ENTERGY LOUISIANA, INC. has caused its
corporate name to be hereunto affixed, and this instrument to be
signed and sealed by its President or one of its Vice Presidents,
and its corporate seal to be attested by its Secretary or one of
its Assistant Secretaries, for and in its behalf, and BANK OF
MONTREAL TRUST COMPANY, in token of its acceptance of the trust
hereby created, has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by one of
its Vice Presidents or Assistant Vice Presidents and its
corporate seal to be attested by one of its Assistant Secretaries
and MARK F. McLAUGHLIN, in token of his acceptance of the trust
hereby created, has hereunto set his hand and affixed his seal,
all as of the day and year first above written.
ENTERGY LOUISIANA, INC.
By _____________________________________
Nathan E. Langston
Vice President
Attest:
__________________________________
Assistant Secretary
Executed, sealed and delivered by
ENTERGY LOUISIANA, INC.
in the presence of:
__________________________________
__________________________________
<PAGE>
BANK OF MONTREAL TRUST COMPANY,
As Corporate Trustee
By _____________________________
Peter Morse
Vice President
Attest:
_____________________________
Frances Rusakowsky
Assistant Secretary
____________________________[L.S.]
Mark F. McLaughlin
As Co-Trustee
Executed, sealed and delivered by
BANK OF MONTREAL TRUST COMPANY and
MARK F. McLAUGHLIN
in the presence of:
_____________________________________
_____________________________________
<PAGE>
STATE OF LOUISIANA
} ss.:
PARISH OF ORLEANS
On this 25th day of March, 1999, before me appeared NATHAN
E. LANGSTON, to me personally known, who, being by me duly sworn,
did say that he is Vice President and Chief Accounting Officer of
ENTERGY LOUISIANA, INC., and that the seal affixed to the above
instrument is the corporate seal of said corporation and that
said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors, and said
NATHAN E. LANGSTON, acknowledged said instrument to be the free
act and deed of said corporation.
On the 25th day of March, in the year 1999, before me
personally came NATHAN E. LANGSTON, to me known, who, being by me
duly sworn, did depose and say that he resides at 125 Ayshire
Court, Slidell, Louisiana 70461; that he is Vice President and
Chief Accounting Officer of ENTERGY LOUISIANA, 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 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.
______________________________
Alan H. Katz
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life
<PAGE>
STATE OF NEW YORK
} ss.:
COUNTY OF NEW YORK
On this 26th day of March, 1999, before me appeared PETER
MORSE, to me personally known, who, being by me duly sworn, did
say that he is a Vice President of BANK OF MONTREAL TRUST
COMPANY, and that the seal affixed to the above instrument is the
corporate seal of said corporation and that said instrument was
signed and sealed in behalf of said corporation by authority of
its Board of Directors, and said PETER MORSE acknowledged said
instrument to be the free act and deed of said corporation.
On the 26th day of March in the year 1999, before me
personally came PETER MORSE, to me known, who, being by me duly
sworn, did depose and say that he resides at 84-26 115th Street,
Richmond Hill, New York 11418; that he is a Vice President of
BANK OF MONTREAL TRUST COMPANY, 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.
__________________________________
Estelle Redding
Notary Public, State of New York
No. 01RE6010831
Qualified in New York County
Commission Expires July 27, 2000
<PAGE>
STATE OF NEW YORK
} ss.:
COUNTY OF NEW YORK
On this 26th day of March, 1999, before me appeared MARK F.
McLAUGHLIN, to me known to be the person described in and who
executed the foregoing instrument, and acknowledged that he
executed the same as his free act and deed.
On the 26th day of March, 1999, before me personally came
MARK F. McLAUGHLIN, to me known to be the person described in and
who executed the foregoing instrument, and acknowledged that he
executed the same.
__________________________________
Estelle Redding
Notary Public, State of New York
No. 01RE6010831
Qualified in New York County
Commission Expires July 27, 2000
Exhibit B-1(b)
[Letterhead of Entergy Louisiana, Inc.]
March 12, 1999
To prospective purchasers
of the First Mortgage Bonds
of Entergy Louisiana, Inc.
Ladies and Gentlemen:
Entergy Louisiana, Inc. ("Company") expects to issue and sell
in one or more series at one time or from time to time not more
than $75,000,000 aggregate principal amount of its First Mortgage
Bonds ("Bonds"). The Company will receive proposals for the
purchase of all or such portion of the Bonds as may be designated
by the Company to prospective purchasers.
Enclosed please find copies of a draft prospectus supplement to
the prospectus dated November 15, 1993 ("Prospectus") relating to
the Bonds, a questionnaire to be used in furnishing certain
information to the Company and an Underwriting Agreement for use
in submitting a proposal. You may obtain copies of the
registration statement relating to the Bonds and of the documents
incorporated by reference in the Prospectus by contacting Denise
C. Redmann, Senior Counsel - Corporate and Securities of Entergy
Services, Inc., 639 Loyola Ave., New Orleans, Louisiana 70113
(telephone number (504) 576-2272).
The Company will give notice ("Notice") to two or more of the
following: Chase Securities Inc.; Donaldson, Lufkin & Jenrette
Securities Corporation; A.G. Edwards & Sons, Inc.; Goldman, Sachs
& Co.; Lehman Brothers Inc.; Merrill Lynch, Pierce, Fenner &
Smith Incorporated; J.P. Morgan Securities Inc.; Salomon Smith
Barney Inc.; Morgan Stanley & Co. Incorporated; PaineWebber
Incorporated; Prudential Securities Incorporated; Stephens, Inc.
and Warburg Dillon Read LLC at least two (2) hours prior to the
time proposals are to be submitted, of (i) the principal amount
of the Bonds being offered, (ii) the date on which such Bonds
will be issued, (iii) the maturity date of such Bonds, (iv) the
date from which interest will accrue, (v) the range within which
the price offered to the Company by the prospective purchasers of
the Bonds would be acceptable, (vi) the date, time and location
for the submission of proposals and (vii) the manner in which
proposals are to be submitted. Various basic terms relating to
the Bonds are set forth in Appendix A hereto.
Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza,
New York, New York 10004-1490 (telephone number 212-858-1000),
are acting as purchasers' counsel. Should you wish to discuss the
legal aspects of the offering, or the fees and disbursements of
such counsel, please contact Jeffrey J. Delaney, Esq. of that
firm (212-858-1292). Such counsel have prepared a preliminary
memorandum with respect to the qualification of the Bonds under
the "blue sky" laws of various jurisdictions. Copies of these
memoranda may be obtained from Mr. Delaney.
A due diligence call has been scheduled for 3:00 p.m. EDT on
March 18, 1999. For your reference, a list of suggested due
diligence topics that will be discussed by the Company during the
call is also enclosed. If you wish to participate in such call,
please notify Mr. Delaney by Noon EDT on March 17, 1999. The
Company filed today its Annual Report on Form 10-K for the year
ended December 31, 1998; copies of the Form 10-K will be
available next week at the SEC's web site.
Very truly yours,
ENTERGY LOUISIANA, INC.
By: Steven C. McNeal
Vice President and Treasurer
<PAGE>
APPENDIX A
ENTERGY LOUISIANA, INC.
Summary of Terms
Relating to the Purchase of First Mortgage Bonds of a Particular Series
Principal Amount To be designated by the Company in the
Notice.
Date of Issuance To be designated by the Company in the
Notice.
Date of Maturity To be designated by the Company in the
Notice.
Date from which
Interest will Accrue To be designated by the Company in the
Notice.
Interest Rate The annual interest rate shall be as set
forth in the Underwriting Agreement
submitted by the successful underwriter or
underwriters and shall be a multiple of
0.125% (1/8th of 1%) or a multiple of 0.01%
(1/100th of 1%).
Dividend Covenant The Company shall covenant in substance
that, so long as any Bonds of the
particular series being offered remain
outstanding, it will not pay any cash
dividends on common stock after a selected
date close to the date of original issuance
of such series of Bonds (other than certain
dividends that may be declared by the
Company on or prior to such selected date)
except from credits to retained earnings
after such selected date plus an amount up
to $345 million and plus such additional
amounts as shall be approved by the
Securities and Exchange Commission.
Price to Company The price to the Company shall be as set
forth in the Underwriting Agreement
submitted by the successful underwriter or
underwriters and shall be within a range of
99% and 101% of the principal amount of the
Bonds, plus accrued interest, if any, for
the period and at the rate set forth in
such Underwriting Agreement.
Redemption
Provisions The Bonds will be redeemable at the option
of the Company, in whole or in part, at any
time prior to maturity, upon not less than
30 days' nor more than 60 days' notice, (i)
with certain deposited cash (except for
proceeds of released property and/or cash
deposits under the Replacement Fund under
the Mortgage), at the special redemption
price of 100% of the principal amount
thereof, or (ii) at a redemption price
equal to the greater of (A) 100% of the
principal amount of such Bonds and (B) as
determined by a Quotation Agent, the sum of
the present values as of the redemption
date of the remaining scheduled payments of
principal of and interest on the Bonds
being redeemed (excluding the portion of
any such interest accrued to the redemption
date), discounted (for purposes of
determining such present values) on a semi-
annual basis (assuming a 360-day year
consisting of twelve 30-day months) at a
discount rate equal to the Adjusted
Treasury Rate, plus, in each case, accrued
interest thereon to the redemption date.
"Adjusted Treasury Rate" means, with
respect to any redemption date, the rate
per annum equal to the semi-annual
equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue
(expressed as a percentage of its principal
amount) equal to the Comparable Treasury
Price for such redemption date, plus
0.125%.
"Business Day" means 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
Corporate Trustee under the Company's
Mortgage (the "Corporate Trustee") is
closed for business.
"Comparable Treasury Issue" means the
United States Treasury security selected by
a Quotation Agent as having a maturity
comparable to the remaining term of the
Bonds that would be utilized, at the time
of selection and in accordance with
customary financial practice, in pricing
new issues of corporate debt securities of
comparable maturity to the remaining term
of the Bonds.
"Comparable Treasury Price" means, with
respect to any redemption date, (i) the
average of the bid and asked prices for the
Comparable Treasury Issue (expressed in
each case as a percentage of its principal
amount) on the third Business Day preceding
such redemption date, as set forth in the
daily statistical release (or any successor
release) published by the Federal Reserve
Bank of New York and designated "Composite
3:30 p.m. Quotations for U.S. Government
Securities" or (ii) if such release (or any
successor release) is not published or does
not contain such prices on such Business
Day, (A) the average of the Reference
Treasury Dealer Quotations for such
redemption date, after excluding the
highest and lowest such Reference Treasury
Dealer Quotations or (B) if the Corporate
Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the
average of all such Reference Treasury
Dealer Quotations.
"Quotation Agent" means one of the
Reference Treasury Dealers appointed by the
Corporate Trustee after consultation with
the Company.
"Reference Treasury Dealer" means each of
Morgan Stanley & Co., Salomon Smith Barney
Inc. and Goldman, Sachs & Co., and each of
their respective successors; provided,
however, that if any of the foregoing shall
cease to be a primary U.S. Government
securities dealer in New York City (a
"Primary Treasury Dealer"), the Company
shall substitute therefor another Primary
Treasury Dealer, or any other Primary
Treasury Dealer selected by the Corporate
Trustee after consultation with the
Company.
"Reference Treasury Dealer Quotations"
means, with respect to each Reference
Treasury Dealer and any redemption date,
the average, as determined by the Corporate
Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in
each case as a percentage of its principal
amount) quoted in writing to the Corporate
Trustee by such Reference Treasury Dealer
at 5:00 p.m. on the third Business Day
preceding such redemption date.
Registration
Statement No. 33-50937.
Miscellaneous For further information regarding the terms
of the Bonds, please refer to the
accompanying Prospectus relating to the
Bonds.
The Underwriting Agreement submitted by the
successful underwriter or underwriters
shall, upon acceptance by the Company,
become effective as and constitute the
agreement between the Company and such
underwriter or underwriters covering the
sale and purchase of the Bonds.
Exhibit B-2(b)
UNDERWRITING AGREEMENT
For the Purchase of First Mortgage Bonds
of Entergy Louisiana, Inc.
_______________
ENTERGY LOUISIANA, INC.
639 Loyola Avenue
New Orleans, LA 70113
SECTION 1. Purchase and Sale. On the basis of the
representations and warranties, and subject to the terms and
conditions set forth in this agreement (the "Underwriting
Agreement"), each Underwriter (defined below) shall purchase from
Entergy Louisiana, Inc., a Louisiana corporation (the "Company"),
severally and not jointly, and the Company shall sell to each of
the Underwriters (defined below), the principal amount of the
Company's First Mortgage Bonds (defined below) set forth opposite
the name of such Underwriter in Schedule I hereto at the price
specified on the signature page of this Underwriting Agreement,
plus, if specified on the signature page of this Underwriting
Agreement, accrued interest at the rate specified on the
signature page of this Underwriting Agreement from the date so
specifiedfirst day of the month in which such Bonds are issued,
to the Closing Date (defined below). The aggregate principal
amount of such First Mortgage Bonds, which is also set forth on
the signature page of this Underwriting Agreement, is hereinafter
referred to as the "Bonds".
SECTION 2. Underwriters and Representative. The term
"Underwriters", as used herein, shall be deemed to mean the
several persons, firms or corporations named in Schedule I hereto
(including any substituted Underwriters under the provisions of
Section 6), and the term "Representative", as used herein, shall
be deemed to mean the representative or representatives of such
Underwriters by whom or on whose behalf this Underwriting
Agreement is signed. If there shall be only one person, firm or
corporation named in said Schedule I, the term "Underwriters" and
the term "Representative", as used herein, shall mean that
person, firm or corporation. All obligations of the Underwriters
are several and not joint. The use of the term "Underwriter"
herein shall not be deemed to establish or admit that a purchaser
of the Bonds is an "underwriter" of the Bonds as such term is
defined in and used under the Securities Act of 1933, as amended
(the "Securities Act").
SECTION 3. Description of Bonds. The Company proposes to issue
and sell the Bonds under its Mortgage and Deed of Trust, dated as
of April 1, 1944, with Bank of Montreal Trust Company (successor
to The Chase Manhattan Bank (National Association)), as Corporate
Trustee, (the "Corporate Trustee"), and Mark F. McLaughlin
(successor to Z. George Klodnicki), as Co-Trustee (the "Co-
Trustee", and, together with the Corporate Trustee, the
"Trustees"), 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-thirdsecond
Supplemental Indenture, dated as of March 1, 19998 (the
"Supplemental Indenture"). Said Mortgage and Deed of Trust 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 Prospectus (defined
below), provided that subsequent to the date hereof and prior to
the Closing Date the form of the Supplemental Indenture may be
amended by mutual agreement between the Company and the
Underwriters.
SECTION 4. Representations and Warranties of the Company. The
Company represents and warrants, and covenants and agrees, that:
(a) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form
S-3 (File No. 33-39221) (the "1991 Registration Statement") for
the registration of $200,000,000 aggregate par value of the
Company's Preferred Stock, Cumulative, $25 Par Value, and the
Company's Preferred Stock, Cumulative, $100 Par Value
(collectively, the "Preferred Stock") under the Securities Act
and the 1991 Registration Statement has become effective. The
Company has also filed with the Commission a registration
statement (File No. 33-46085) (the "1992 Registration
Statement") for the registration of $325,000,000 aggregate
principal amount of the Company's First Mortgage Bonds (the
"First Mortgage Bonds") under the Securities Act (relating to
$500,000,000 aggregate principal amount of First Mortgage
Bonds), and the 1992 Registration Statement has become
effective. While $28,000,000 aggregate par value of Preferred
Stock remained unsold under the 1991 Registration Statement and
$131,000,000 aggregate principal amount of First Mortgage Bonds
remained unsold under the 1992 Registration Statement, the
Company also filed with the Commission a registration statement
on Form S-3 (File No. 33-50937) (the "1993 Registration
Statement") for the registration of $210,000,000 aggregate par
value and/or aggregate principal amount of the Company's
Preferred Stock, Cumulative, $25 Par Value, and the Company's
Preferred Stock, Cumulative, $100 Par Value (collectively, the
"Preferred Stock")Preferred Stock and/or of the Company's First
Mortgage Bonds (the "First Mortgage Bonds")First Mortgage Bonds
under the Securities Act of 1933, as amended (the "Securities
Act"), and the 1993 such Registration Statement has become
effective. The Company qualifies for use of Form S-3 for the
registration of the Bonds, and the Bonds are registered under
the Securities Act. The combined prospectus forming a part of
the 1993 Rregistration Sstatement and relating, pursuant to
Rule 429 under the Securities Act, to $369,000,000 aggregate
par value and/or aggregate principal amount of the Preferred
Stock and/or First Mortgage Bonds ($254139,000,000 aggregate
par value and/or aggregate principal amount of Preferred Stock
and/or First Mortgage Bonds remain unsold), including the
Bonds, at the time such the 1993 Rregistration Sstatement (or
the most recent amendment thereto filed prior to the time of
effectiveness of this Underwriting Agreement) became effective,
including all documents incorporated by reference therein at
that time pursuant to Item 12 of Form S-3, is hereinafter
referred to as the "Basic Prospectus". In the event that (i)
the Basic Prospectus shall have been amended, revised or
supplemented (but excluding any supplements to the Basic
Prospectus relating solely to First Mortgage Bonds other than
the Bonds or relating solely to shares of Preferred Stock)
prior to or as of the time of effectiveness of this
Underwriting Agreement, including without limitation by any
preliminary prospectus supplement relating to the Bonds, or
(ii) the Company shall have filed documents pursuant to Section
13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the time the 1993such
Rregistration Sstatement became effective and prior to the time
of effectiveness of this Underwriting Agreement (but excluding
documents incorporated therein by reference relating solely to
First Mortgage Bonds other than the Bonds or relating solely to
shares of Preferred Stock), which are deemed to be incorporated
by reference in the Basic Prospectus pursuant to Item 12 of
Form S-3, the term "Basic Prospectus" as used herein shall also
mean such prospectus as so amended, revised or supplemented and
reflecting such incorporation by reference. The 1991
Registration Statement, the 1992 Registration Statement and the
1993 Such Rregistration Sstatement each in the form in which
ithey became effective and as it may have been amended by all
amendments thereto as of the time of effectiveness of this
Underwriting Agreement (including, for these purposes, as an
amendment any document incorporated by reference in the Basic
Prospectus), and the Basic Prospectus as it shall be
supplemented to reflect the terms of the offering and sale of
the Bonds by a prospectus supplement (a "Prospectus
Supplement") to be filed with the Commission pursuant to Rule
424(b) under the Securities Act ("Rule 424(b)"), are
hereinafter referred to, collectively, as the "Registration
Statements" and the "Prospectus," respectively.
(b)(i) After the time of effectiveness of this Underwriting
Agreement and during the time specified in Section 7(d), the
Company will not file any amendment to any of the Registration
Statements or any supplement to the Prospectus (except any
amendment or supplement relating solely to First Mortgage Bonds
other than the Bonds or relating solely to shares of Preferred
Stock), and (ii) between the time of effectiveness of this
Underwriting Agreement and the Closing Date, the Company will
not file any document that is to be incorporated by reference
in, or any supplement to, the Prospectus, in either case,
without prior notice to the Underwriters and to Winthrop,
Stimson, Putnam & Roberts ("Counsel for the Underwriters"), or
any such amendment or supplement to which said Counsel shall
reasonably object on legal grounds in writing. For purposes of
this Underwriting Agreement, any document that is filed with
the Commission after the time of effectiveness of this
Underwriting Agreement and incorporated by reference in the
Prospectus (except documents incorporated by reference relating
solely to First Mortgage Bonds other than the Bonds or relating
solely to shares of Preferred Stock) pursuant to Item 12 of
Form S-3 shall be deemed a supplement to the Prospectus.
(c) The Registration Statements, at their respective
Effective Dates (as defined below), and the Mortgage, at such
time, fully complied, and the Prospectus, when delivered to the
Underwriters for their use in making confirmations of sales of
the Bonds and at the Closing Date, as it may then be amended or
supplemented, will fully comply, in all material respects with
the applicable provisions of the Securities Act, the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"),
and the rules and regulations of the Commission thereunder or
pursuant to said rules and regulations did or will be deemed to
comply therewith. The documents incorporated by reference in
the Prospectus pursuant to Item 12 of Form S-3, on the date
filed with the Commission pursuant to the Exchange Act, fully
complied or will fully comply in all material respects with the
applicable provisions of the Exchange Act and the rules and
regulations of the Commission thereunder or pursuant to said
rules and regulations did or will be deemed to comply
therewith. With respect to any of the Registration Statements,
oOn the later of (i) the date suchthe Registration Statement or
the most recent post-effective amendment thereto (but excluding
any post-effective amendment relating solely to First Mortgage
Bonds other than the Bonds or relating solely to shares of
Preferred Stock) was declared effective by the Commission under
the Securities Act and (ii) the date that the Company's most
recent Annual Report on Form 10-K was filed with the Commission
under the Exchange Act (the date described in either clause (i)
or (ii) is hereinafter referred to as the "Effective Date"),
suchthe Registration Statement did not, and on the date that
any post-effective amendment to such Registration Statement
became or becomes effective (but excluding any post-effective
amendment relating solely to First Mortgage Bonds other than
the Bonds or relating solely to shares of Preferred Stock),
such Registration Statement, as amended by any such post-
effective amendment, did not or will not, as the case may be,
contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to
make the statements therein not misleading. At the time the
Prospectus is delivered to the Underwriters for their use in
making confirmations of sales of the Bonds and at the Closing
Date, the Prospectus, as it may then be amended or
supplemented, will not contain any untrue statement of a
material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they shall have beenare made, not
misleading and, on said dates and at such times, the documents
then incorporated by reference in the Prospectus pursuant to
Item 12 of Form S-3, when read together with the Prospectus, or
the Prospectus, as it may then be amended or supplemented, will
not contain an 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
shall have beenare made, not misleading. The foregoing
representations and warranties in this Section 4(c) shall not
apply to statements or omissions made in reliance upon and in
conformity with written information furnished to the Company by
or through the Representative or on behalf of any Underwriter
specifically for use in connection with the preparation of the
Registration Statements or the Prospectus, as they may be then
amended or supplemented, or to any statements in or omissions
from the statements of eligibility of the Trustees on Form T-1
and Form T-2, as they may then be amended, under the Trust
Indenture Act filed as exhibits to the Registration Statements
(the "Statements of Eligibility").
(d) The consummation by the Company of the transactions
herein contemplated and the fulfillment of the terms hereof
will not result in a breach of any of the terms or provisions
of, or constitute a default under, any indenture, mortgage,
deed of trust or other agreement or instrument to which the
Company is now a party.
SECTION 5. Offering. Forthwith upon the execution of this
Underwriting Agreement, the Representative, acting on behalf of
the Underwriters, shall advise the Company whether a public
offering of the Bonds is to be made, and, if so, shall furnish to
the Company (which information shall be confirmed in writing as
soon as practicable thereafter) (a) the information with respect
to such reoffering of the Bonds and related matters which is
required to complete the Prospectus Supplement or any post-
effective amendment to any of the Registration Statements which
may be required and a copy of any "agreement among underwriters",
(b) if a post-effective amendment to any of the Registration
Statements is required, a consent, if necessary, to the filing of
such post-effective amendment or an acceptable power-of-attorney
authorizing an available individual to sign the consent on its
behalf, and (c) such further information, if any, as may be
required to be furnished by the Company under the Public Utility
Holding Company Act of 1935, as amended (the "Holding Company
Act"). Such information and such power-of-attorney may be
provided by telecopier (in the case of such power-of-attorney,
followed promptly by an executed copy). Nothing in this
Underwriting Agreement shall be construed to require that the
Underwriters make any such public offering on a "fixed price"
basis; and the Representative agrees to notify the Company in
writing of any change in the plan of distribution of the Bonds
which would require a supplement to the Prospectus or an
amendment to any of the Registration Statements.
SECTION 6. Time and Place of Closing. 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 March 30, 199926, 1998 or
at such other place, time and/or date as the Representative and
the Company may agree upon in writing or as may be established in
accordance with the second succeeding paragraph. The hour and
date of such delivery and payment are herein called the "Closing
Date".
The Bonds shall be delivered to the Underwriters only in book-
entry 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 the
Representative for checking not later than 2:30 P.M., New York
time, on the last business day preceding the Closing Date at such
place as may be agreed upon among the Representative and the
Company, or at such other time and/or date as may be agreed upon
among the Representative and the Company.
If any Underwriter shall fail or refuse (otherwise than for
some reason sufficient to justify, in accordance with the terms
hereof, the cancellation or termination of its obligations
hereunder) to purchase and pay for the principal amount of Bonds
which it has agreed to purchase and pay for hereunder, the
Company shall immediately give notice to the Representative of
the default of such Underwriter, and the other Underwriters shall
have the right within 24 hours after the receipt of such notice
by the Representative to determine to purchase, or to procure one
or more others, members of the National Association of Securities
Dealers, Inc. ("NASD") (or, if not members of the NASD, who are
foreign banks, dealers or institutions not registered under the
Exchange Act and who agree in making sales to comply with the
NASD's Rules of Fair Practice), and satisfactory to the Company,
to purchase, upon the terms herein set forth, the principal
amount of Bonds that the defaulting Underwriter had agreed to
purchase. If any non-defaulting Underwriter or Underwriters
shall determine to exercise such right, the Representative shall
give written notice to the Company of such determination within
24 hours after it shall have received notice of any such default,
and thereupon the Closing Date shall be postponed for such
period, not exceeding three business days, as the Company shall
determine. If in the event of such a default the Representative
shall fail to give such notice, or shall within such 24 hour
period give written notice to the Company that no other
Underwriter or Underwriters, or others, will exercise such right,
then this Underwriting Agreement may be terminated by the
Company, upon like notice given to the Representative, within a
further period of 24 hours. If in such case the Company shall
not elect to terminate this Underwriting Agreement, it shall have
the right, irrespective of such default:
(a) to require such non-defaulting Underwriters to purchase
and pay for the respective principal amounts of Bonds that they
had severally agreed to purchase hereunder, as hereinabove
provided, and, in addition, the principal amount of Bonds that
the defaulting Underwriter shall have so failed to purchase up
to a principal amount thereof equal to one-ninth (1/9) of the
respective principal amounts of Bonds that such non-defaulting
Underwriters have otherwise agreed to purchase hereunder,
and/or
(b) to procure one or more others, members of the NASD (or,
if not members of the NASD, who are foreign banks, dealers or
institutions not registered under the Exchange Act and who
agree in making sales to comply with the NASD's Rules of Fair
Practice), to purchase, upon the terms herein set forth, the
principal amount of Bonds that such defaulting Underwriter had
agreed to purchase, or that portion thereof that the remaining
Underwriters shall not be obligated to purchase pursuant to the
foregoing clause (a).
In the event the Company shall exercise its rights under clause
(a) and/or (b) above, the Company shall give written notice
thereof to the Representative within such further period of 24
hours, and thereupon the Closing Date shall be postponed for such
period, not exceeding three business days, as the Company shall
determine. In the event the Company shall be entitled to but
shall not elect to exercise its rights under clause (a) and/or
(b), the Company shall be deemed to have elected to terminate
this Underwriting Agreement.
Any action taken by the Company under this Section 6 shall not
relieve any defaulting Underwriter from liability in respect of
any default of such Underwriter under this Underwriting
Agreement. Termination of this Underwriting Agreement by the
Company under this Section 6 shall be without any liability on
the part of the Company or any non-defaulting Underwriter, except
as otherwise provided in paragraph (h) of Section 7 and in
Section 10.
In the computation of any period of 24 hours referred to in
this Section 6, there shall be excluded a period of 24 hours in
respect of each Saturday, Sunday or legal holiday which would
otherwise be included in such period of time.
SECTION 7. Covenants of the Company. The Company covenants
and agrees:
(a) To deliver to the Representative a conformed copy of the
1993 Registration Statement in the form in which it became
effective and of all amendments thereto relating to the Bonds.
(b) To deliver to the Underwriters, through the
Representative, as many copies of the Prospectus as the
Representative may reasonably request.
(c) To cause the Prospectus to be filed with the Commission
pursuant to and in compliance with Rule 424(b), and advise the
Representative promptly of the issuance of any stop order under
the Securities Act with respect to any of the Registration
Statements or the institution of any proceedings therefor of
which the Company shall have received notice. The Company will
use its best efforts to prevent the issuance of any such stop
order and to secure the prompt removal thereof if issued.
(d) During such period of time (not exceeding nine months)
after the Prospectus has been filed with the Commission
pursuant to Rule 424(b) as the Underwriters are required by law
to deliver a prospectus, if any event relating to or affecting
the Company or of which the Company shall be advised in writing
by the Representative shall occur which in the Company's
opinion should be set forth in a supplement or amendment to the
Prospectus in order to make the statements therein not
misleading in the light of the circumstances when the
Prospectus is delivered to a purchaser of the Bonds, to amend
or supplement the Prospectus by either (i) preparing and filing
with the Commission and furnishing to the Representative at the
Company's expense a reasonable number of copies of a supplement
or supplements or an amendment or amendments to the Prospectus
or (ii) making an appropriate filing pursuant to Section 13, 14
or 15(d) of the Exchange Act, which will supplement or amend
the Prospectus so that, as supplemented or amended, it will not
contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser
of the Bonds, not misleading; provided that should such event
relate solely to the activities of any of the Underwriters,
then the Underwriters shall assume the expense of preparing any
such amendment or supplement. In case any Underwriter is
required to deliver a prospectus after the expiration of nine
months from the date the Prospectus is filed with the
Commission pursuant to Rule 424(b), the Company, upon the
request of the Representative, will furnish to the
Representative, at the expense of such Underwriter, a
reasonable quantity of a supplemented or amended prospectus or
supplements or amendments to the Prospectus complying with
Section 10(a) of the Securities Act.
(e) During the period of time specified in Section 7(d), the
Company agrees to file promptly all documents required to be
filed with the Commission pursuant to Section 13, 14 or 15(d)
of the Exchange Act.
(f) To make generally available to its security holders as
soon as practicable an earning statement (which need not be
audited) in reasonable detail covering a period of at least
twelve months beginning after the "effective date of the
registration statement" within the meaning of Rule 158 under
the Securities Act, which earning statement shall be in such
form, and be made generally available to security holders in
such a manner, as to comply with the requirements of Section
11(a) of the Securities Act and Rule 158 promulgated under the
Securities Act.
(g) At any time within six months of the date hereof, to
furnish such proper information as may be lawfully required and
otherwise cooperate in qualifying the Bonds for offer and sale
under the blue-sky laws of such jurisdictions as the
Representative 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.
(h) Except as herein otherwise provided, to pay all expenses
and taxes (except transfer taxes) in connection with (i) the
preparation and filing by it of any of the Registration
Statements, (ii) the issuance and delivery of the Bonds, (iii)
the preparation, execution, filing and recording of the
Supplemental Indenture, (iv) the qualification of the Bonds
under the blue-sky laws of various jurisdictions up to a
maximum cost to it for qualification and related legal fees of
$3,500, and (v) the typing, printing and delivery to the
Underwriters, through the Representative, of reasonable
quantities of copies of the 1993 Registration Statement and the
Prospectus, and any amendment or supplement thereto, except as
otherwise provided in paragraph (d) of this Section 7, and any
blue-sky survey. Except as provided above, the Company shall
not be required to pay any amount for any expenses of the
Representative or any of the Underwriters, except that, if this
Underwriting Agreement shall be terminated in accordance with
the provisions of Section 8, 9 or 11, the Company will
reimburse the Representative for (i) the reasonable fees and
disbursements of Counsel for the Underwriters, whose fees and
disbursements the Underwriters agree to pay in any other event,
and (ii) their reasonable out-of-pocket expenses, in an amount
not exceeding $5,000, incurred in contemplation of the
performance of this Underwriting Agreement. The Company shall
not in any event be liable to any of the Underwriters for
damages on account of loss of anticipated profits.
(i) Not to sell any additional First Mortgage Bonds without
the consent of the Representative until the earlier to occur of
(i) the Closing Date or (ii) in the case of an initial public
offering at a fixed price by the Underwriters, the date of the
termination of the fixed price offering restrictions applicable
to the Underwriters. The Representative agrees to notify the
Company of such termination if it occurs prior to the Closing
Date.
(j) 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 the
Underwriters a supplemental opinion of counsel for the Company,
addressed to the Underwriters, stating that all such
recordings, registrations and filings have been made.
SECTION 8. Conditions of Underwriters' Obligations. The
obligations of the Underwriters to purchase and pay for the
Bonds shall be subject to the accuracy of the representations
and warranties made herein on the part of the Company and to
the following conditions:
(a) The Prospectus shall have been transmitted for filing to
the Commission pursuant to Rule 424(b) prior to 5:30 P.M., New
York time, on the second business day following the date of
this Underwriting Agreement, or such other time and date as may
be agreed upon by the Company and the Representative.
(b) No stop order suspending the effectiveness of any of the
Registration Statements shall be in effect at or prior to the
Closing Date and no proceedings for that purpose shall be
pending before or threatened by the Commission on the Closing
Date; and at the Closing Date the Representative shall have
received a certificate, dated the Closing Date and signed by an
officer of the Company, to the effect that no such stop order
has been or is in effect and that no proceedings for such
purpose are pending before, or to the knowledge of the Company
threatened by, the Commission.
(c) At the Closing Date, there shall have been issued and
there shall be in full force and effect, 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 by the Company on the terms set
forth in, or contemplated by, this Underwriting Agreement.
(d) At the Closing Date, the Underwriters shall have received
from Denise C. Redmann, Esq., Senior CounselAttorney -
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 the Representative with the
approval of Counsel for the Underwriters, and (ii) if the
Prospectus shall be supplemented after being filed with the
Commission pursuant to Rule 424(b), with changes therein to
reflect such supplementation.
(e) At the Closing Date, the Representative shall have
received from PricewaterhouseCoopers & Lybrand L.L.P. (the
"Accountants") a letter (with a conformed copy for each of the
Underwriters) to the effect that (i) they are independent
certified public accountants with respect to the Company within
the meaning of the Securities Act and the applicable published
rules and regulations thereunder; (ii) in their opinion, the
financial statements and financial statement schedules audited
by them and included or incorporated by reference in the
Prospectus comply as to form in all material respects with the
related accounting requirements of the Securities Act and the
Exchange Act and the published rules and regulations
thereunder; (iii) on the basis of performing the procedures
specified by the American Institute of Certified Public
Accountants for a review of interim financial information as
described in SAS No. 71, Interim Financial Information, on the
latest available unaudited financial statements, if any,
included or incorporated by reference in the Prospectus, a
reading of the latest available interim unaudited financial
statements of the Company, the minutes of the meetings of the
Board of Directors, the Executive Committee thereof, if any,
and the stockholder of the Company since the close of the most
recent fiscal year for which audited financial statements are
available to a specified date not more than five business days
prior to the Closing Date and inquiries of officials of the
Company who have responsibility for financial and accounting
matters (it being understood that the foregoing procedures do
not constitute an examination made in accordance with generally
accepted auditing standards and they would not necessarily
reveal matters of significance with respect to the comments
made in such letter, and accordingly, that the Accountants make
no representation as to the sufficiency of such procedures for
the several Underwriters' purposes), nothing has come to their
attention which caused them to believe that (A) the unaudited
financial statements included or incorporated by reference in
the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Securities Act and the Exchange Act and the related 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 business days
prior to the Closing Date there was any change in the capital
stock or long-term debt of the Company, or decrease in its net
assets, in each case as compared with amounts shown in the most
recent balance sheet incorporated by reference in the
Prospectus, except in all instances for changes or decreases
which the Prospectus discloses have occurred or may occur, for
declarations of dividends, for the repayment or redemption of
long-term debt, for the amortization of premium or discount on
long-term debt, for the redemption or purchase of preferred
stock for sinking fund purposes, for any increases in long-term
debt in respect of previously issued pollution control,
industrial development or solid waste disposal revenue bonds,
or for changes or decreases as set forth in such letter,
identifying the same and specifying the amount thereof; and
(iv) stating that they have compared specific dollar amounts,
percentages of revenues and earnings and other financial
information pertaining to the Company (x) set forth in the
Prospectus, and (y) set forth in documents filed by the Company
pursuant to Section 13, 14 or 15(d) of the Exchange Act as
specified in Exhibit C 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.
(f) At the Closing Date, the Representative shall have
received a certificate of the Company, dated the Closing Date
and signed by an officer of the Company, to the effect that (i)
the representations and warranties of the Company contained
herein are true and correct, (ii) the Company has performed and
complied with all agreements and conditions in this
Underwriting Agreement to be performed or complied with by the
Company at or prior to the Closing Date and (iii) since the
most recent date as of which information is given in the
Prospectus, as it may be amended or supplemented, there has not
been any material adverse change in the business, property or
financial condition of the Company and there has not been any
material transaction entered into by the Company, other than
transactions in the ordinary course of business, in each case
other than as referred to in, or contemplated by, the
Prospectus, as it may be amended or supplemented.
(g) All legal proceedings to be taken in connection with the
issuance and sale of the Bonds shall have been reasonably
satisfactory in form and substance to Counsel for the
Underwriters.
If any of the conditions specified in this Section 8 shall not
have been fulfilled, the Underwriting Agreement may be terminated
by the Representative with the consent of Underwriters, who may
include the Representative, which have agreed to purchase in the
aggregate 50% or more of the principal amount of the Bonds, 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 (h) of Section 7 and in Section
10.
SECTION 9. Conditions of Company's Obligations. The obligations
of the Company hereunder shall be subject to the following
conditions:
(a) The Prospectus shall have been filed with the Commission
pursuant to and in compliance with Rule 424(b).
(b) No stop order suspending the effectiveness of any of the
Registration Statements shall be in effect at or prior to the
Closing Date, and no proceedings for that purpose shall be
pending before, or threatened by, the Commission on the Closing
Date.
(c) 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 by the Company on the terms set
forth in, or contemplated by, this Underwriting Agreement.
In case any of the conditions specified in this Section shall
not have been fulfilled, the Underwriting Agreement may be
terminated by the Company upon notice thereof to the
Representative. Any such termination shall be without liability
of any party to any other party, except as otherwise provided in
paragraph (h) of Section 7 and in Section 10.
SECTION 10. Indemnification.
(a) The Company shall indemnify, defend and hold harmless
each Underwriter and each person who controls any Underwriter
within the meaning of Section 15 of the Securities Act from and
against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become
subject under the Securities Act or any other statute or common
law and shall reimburse each such Underwriter and 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
any untrue statement or alleged untrue statement of a material
fact contained in the Basic Prospectus (if used prior to the
date that the Prospectus is filed with the Commission pursuant
to Rule 424(b)), or in the Registration Statements or the
Prospectus, as amended or supplemented (if any amendments or
supplements thereto shall have been made), or in the Company's
latest available Annual Report on Form 10-K if portions thereof
are incorporated by reference, directly or indirectly, in the
Basic Prospectus (if used prior to the date that the Prospectus
is filed with the Commission pursuant to Rule 424(b)), the
Registration Statements or the Prospectus, or the omission or
alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein
in the light of the circumstances under which they were made
not misleading; provided, however, that the indemnity agreement
contained in this paragraph shall not apply to any such losses,
claims, damages, liabilities, expenses or actions arising out
of, or based upon, any such untrue statement or alleged untrue
statement, or any such omission or alleged omission, if such
statement or omission was made in reliance upon and in
conformity with written information furnished to the Company by
or through the Representative on behalf of any Underwriter for
use in connection with the preparation of the Registration
Statements, the Basic Prospectus (if used prior to the date
that the Prospectus is filed with the Commission pursuant to
Rule 424(b)) or the Prospectus or any amendment or supplement
to either thereof, or arising out of, or based upon, statements
in or omissions from the Statements of Eligibility; and
provided further, that the indemnity agreement contained in
this paragraph shall not inure to the benefit of any
Underwriter or of any person controlling any Underwriter on
account of any such losses, claims, damages, liabilities,
expenses or actions arising from the sale of Bonds to any
person if there shall not have been given or sent to such
person on behalf of such Underwriter (i) with or prior to the
written confirmation of the sale to such person a copy of the
Prospectus as then amended or supplemented (exclusive for this
purpose of any amendment or supplement relating solely to any
offering of First Mortgage Bonds that are not included in the
Bonds or relating solely to any offering of Preferred Stock and
of any document incorporated by reference pursuant to Item 12
of Form S-3) and (ii) as soon as available after such written
confirmation a copy of any amendment or supplement to the
Prospectus (exclusive for this purpose of any document
incorporated by reference pursuant to Item 12 of Form S-3)
which the Company shall thereafter furnish, pursuant to Section
7(d) hereof, relating to an event occurring prior to the
payment for and delivery to such person of the Bonds involved
in such sale. The indemnity agreement of the Company contained
in this Section and the representations and warranties of the
Company contained in Section 4 shall remain operative and in
full force and effect regardless of any investigation made by
or on behalf of any Underwriter or any such controlling person,
and shall survive the delivery of the Bonds.
(b) Each Underwriter shall indemnify, defend and hold
harmless the Company, its directors and officers, each other
Underwriter, and each person who controls any of the foregoing
within the meaning of Section 15 of the Securities Act, from
and against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become
subject under the Securities Act or any other statute or common
law and shall reimburse each of them for any legal or other
expenses (including, to the extent hereinafter provided,
reasonable counsel fees) incurred by them in connection with
investigating any such losses, claims, damages, or liabilities
or in connection with defending any action, insofar as such
losses, claims, damages, liabilities, expenses or actions arise
out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statements, the Basic Prospectus (if used prior to the date
that the Prospectus is filed with the Commission pursuant to
Rule 424(b)) or the Prospectus, as amended or supplemented (if
any amendments or supplements thereto shall have been
furnished), 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, if
such statement or omission was made in reliance upon and in
conformity in the light of the circumstances under which they
were made with written information furnished to the Company by
or through the Representative on behalf of such Underwriter for
use in connection with the preparation of the Registration
Statements, such Basic Prospectus or the Prospectus or any
amendment or supplement to either thereof. The indemnity
agreement of the respective Underwriters contained in this
paragraph shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the
Company, its directors or officers, any such Underwriter, or
any such controlling person, and shall survive the delivery of
the Bonds.
(c) The Company and the several Underwriters each shall, upon
the receipt of notice of the commencement of any action against
it or any person controlling it as aforesaid, in respect of
which indemnity may be sought on account of any indemnity
agreement contained herein, promptly give written notice of the
commencement thereof to the party or parties against whom
indemnity shall be sought hereunder, but the omission so to
notify the indemnifying party or parties of any such action
shall not relieve the indemnifying party or parties from any
liability which it or they may have to the indemnified party
otherwise than on account of such indemnity agreement. In case
such notice of any such action shall be so given, the
indemnifying party shall be entitled to participate at its own
expense in the defense or, if it so elects, to assume (in
conjunction with any other indemnifying parties) the defense of
the action, in which event the defense shall be conducted by
counsel chosen by such indemnifying party or parties and
satisfactory to the indemnified party or parties who shall be a
defendant or defendants in the action, and the indemnified
defendant or defendants shall bear the fees and expenses of any
additional counsel retained by them; but if the indemnifying
party shall elect not to assume the defense of the action, the
indemnifying party will reimburse the indemnified party or
parties for the reasonable fees and expenses of any counsel
retained by the indemnified party or parties.
SECTION 11. Termination. This Underwriting Agreement may be
terminated at any time prior to the Closing Date by the
Representative with the consent of Underwriters, who may include
the Representative, which have agreed to purchase in the
aggregate 50% or more of the principal amount of the Bonds, if,
prior to such time, (i) trading in securities on the New York
Stock Exchange shall have been generally suspended, (ii) minimum
or maximum ranges for prices shall have been generally
established on the New York Stock Exchange by the New York Stock
Exchange, the Commission or other governmental authority, (iii) a
general banking moratorium shall have been declared by federal or
New York State authorities or (iv) in the reasonable judgment of
the Representative, the subject matter of any amendment or
supplement (prepared by the Company) to the Basic Prospectus, any
of the Registration Statements or the Prospectus (except for
information relating to the public offering of the Bonds or to
the activity of any Underwriter or Underwriters or to shares of
Preferred Stock) filed or issued after the effectiveness of this
Underwriting Agreement by the Company shall have materially
impaired the marketability of the Bonds. Any termination hereof
pursuant to this Section 11 shall be without liability of any
party to any other party, except as otherwise provided in
paragraph (h) of Section 7 and in Section 10.
SECTION 12. Miscellaneous. This Underwriting Agreement and the
Bonds to be sold hereunder shall be New York contracts and their
validity and interpretation shall be governed by the law of the
State of New York. This Underwriting Agreement shall inure to
the benefit of the Company, the Underwriters and, with respect to
the provisions of Section 10, each director, officer and
controlling person referred to in Section 10, and their
respective successors. Nothing herein is intended or shall be
construed to give to any other person, firm or corporation any
legal or equitable right, remedy or claim under or in respect of
any provision in this Underwriting Agreement. The term
"successor" as used in this Underwriting Agreement shall not
include any purchaser, as such purchaser, of any of the Bonds
from any of the Underwriters.
SECTION 13. Notices. All communications hereunder shall be in
writing and, if to the Underwriters, shall be mailed or delivered
to the Representative at the address set forth forth at the
beginning ofon the signature page of this Underwriting Agreement
to the attention of its General Counsel, or if to the Company,
shall be mailed or delivered to it care of: Entergy Services,
Inc., 639 Loyola Avenue, New Orleans, Louisiana, 70113 Attention:
Treasurer.
The stated interest rate to be borne by the Bonds and the price
to be paid to the Company therefor (stated as a percentage of the
principal amount of the Bonds), exclusive of plus, if set forth
below, accrued interest to be paid to the Company at such rate
from the date so specifiedfirst day of the month in which the
Bonds are issued to the Closing Date, in each case are set forth
below. If said interest rate and price and the foregoing
Underwriting Agreement are in accordance with your understanding
of our agreement, please indicate your acceptance thereof in the
space provided below for that purpose, whereupon this letter and
your acceptance shall constitute a binding agreement between the
Company and the several Underwriters in accordance with its
terms.
We have submitted this Underwriting Agreement in duplicate with
Schedule I filled in.
Very truly yours,
As Representative(s) of the Underwriters
Salomon Smith Barney Inc.
By:
Address of Representative: 388 Greenwich St.
32nd Floor
New York, NY 10013
Principal amount: $75,000,000
Date of maturity: March 1, 2002
Stated interest rate (a multiple of 0.125% (1/8th of 1%) or a
multiple of 0.01% (1/100th of 1%)): 5.80%
Date interest accrues from: March 30, 1999
Price to Company (must be within the range designated by the
Company in its Notice to prospective purchasers): 99.588%
_________________________________________________________________
The foregoing Underwriting Agreement is hereby accepted as of the
date set forth below.
ENTERGY LOUISIANA, INC.
By: _________________________
Steven C. McNeal
Dated:
<PAGE>
SCHEDULE I
Entergy Louisiana, Inc.
First Mortgage Bonds
Principal
Amount
Name of Underwriter of Bonds
Salomon Smith Barney Inc. $37,500,000
Prudential Securities $37,500,000
Incorporated
-----------
Total $75,000,000
===========
<PAGE>
EXHIBIT A
March __ , 19998
[ADDRESSEE(S)]
Ladies and Gentlemen:
I, together with Thelen Reid & Priest LLP, of New York,
New York, have acted as counsel for Entergy Louisiana, Inc., a
Louisiana corporation (the "Company"), in connection with the
issuance and sale to you, pursuant to the Underwriting Agreement
dated March __, 19998 (the "Underwriting Agreement"), between the
Company and you, of $____________ aggregate principal amount of
its First Mortgage Bonds ____ % Series due March 1, _____ (the
"Bonds"), issued pursuant to the Company's Mortgage and Deed of
Trust, dated as of April 1, 1944, with Bank of Montreal Trust
Company (successor to The Chase Manhattan Bank (National
Association)), as Corporate Trustee (the "Corporate Trustee"),
and Mark F. McLaughlin (successor to Z. George Klodnicki), as Co-
Trustee, as heretofore amended and supplemented by all indentures
amendatory thereof and supplemental thereto, including the Fifty-
thirdsecond Supplemental Indenture, dated as of March 1, 19998
(the "Supplemental Indenture") (the Mortgage and Deed of Trust 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
Underwriting Agreement.
In my capacity as such counsel, I have either
participated in the preparation of or have examined and am
familiar with: (a) the Company's Restated Articles of
Incorporation and By-Laws, each as amended; (b) the Underwriting
Agreement; (c) the Mortgage; (d) the Registration Statements and
the Prospectus; (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 Underwriting 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 Corporate
Trustee as to the authentication and delivery thereof.
In my examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me
as originals, the legal capacity of natural persons and the
conformity to the originals of all documents submitted to me as
copies. In making my examination of documents and instruments
executed or to be executed by persons other than the Company, I
have assumed that each such other person had the requisite power
and authority to enter into and perform fully its obligations
thereunder, the due authorization by each such other person for
the execution, delivery and performance thereof by such person,
and the due execution and delivery by or on behalf of such person
of each such document and instrument. In the case of any such
other person that is not a natural person, I have also assumed,
insofar as it is relevant to the opinions set forth below, that
each such other person is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which such
other person was created, and is duly qualified and in good
standing in each other jurisdiction where the failure to be so
qualified could reasonably be expected to have a material effect
upon the ability of such other person to execute, deliver and/or
perform such other person's obligations under any such document
or instrument. I have further assumed that each document,
instrument, agreement, record and certificate reviewed by me for
purposes of rendering the opinions expressed below has not been
amended by oral agreement, conduct or course of dealing of the
parties thereto, although I have no knowledge of any facts or
circumstances that could give rise to such amendment.
As to questions of fact material to the opinions
expressed herein, I have relied upon certificates and
representations of officers of the Company (including but not
limited to those contained in the Underwriting Agreement, the
Supplemental Indenture 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 Underwriting Agreement and the Supplemental Indenture, in
the preparation of the Registration Statements and the Prospectus
or in the preparation of this opinion letter that would give me,
or them, actual knowledge that would contradict such opinions.
However, except to the extent necessary in order to give the
opinions hereinafter expressed, neither I nor they have
undertaken any independent investigation to determine the
existence or absence of such facts, and no inference as to
knowledge of the existence or absence of such facts (except to
the extent necessary in order to give the opinions hereinafter
expressed) should be assumed.
In rendering the opinions 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 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 Louisiana, has due corporate power and
authority to conduct the business that it is described as
conducting in the Prospectus and to own and operate the
properties owned and operated by it in such business and is
duly qualified to conduct such business in the 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. 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 limited by bankruptcy law.
(3) It will be necessary to record the
Supplemental Indenture in all the Parishes in Louisiana in
which the Company owns property and to file with the
Recorder of Mortgages for the Parish of Orleans, Louisiana,
a Louisiana Form UCC-3 amending UCC File No. 36-58323 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 (i) as may be limited by
the laws of the State of 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) as may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws
affecting enforcement of mortgagees' and other creditors'
rights and general equitable principles (regardless of
whether considered in a proceeding in equity or at law) and
is qualified under the Trust Indenture Act, and no
proceedings to suspend such qualification have been
instituted or, to my knowledge, threatened by the
Commission.
(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 (regardless of 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 Prospectus and the
Prospectus Supplement under the captions "Description of New
Bonds" and "Description of the New Bonds," respectively,
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 Underwriting 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
Registration Statements, at their respective Effective
Dates, and the Prospectus, at the time it was filed with the
Commission pursuant to Rule 424(b), complied as to form in
all material respects with the applicable requirements of
the Securities Act and (except with respect to the
Statements of Eligibility, upon which I do not pass) the
Trust Indenture Act, and the applicable instructions, rules
and regulations of the Commission thereunder or pursuant to
said instructions, rules and regulations are deemed to
comply therewith; and, with respect to the documents or
portions thereof filed with the Commission pursuant to the
Exchange Act, and incorporated by reference in the
Prospectus pursuant to Item 12 of Form S-3, such documents
or portions thereof, on the date filed with the Commission,
complied as to form in all material respects with the
applicable provisions of the Exchange Act, and the
applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions,
rules and regulations are deemed to comply therewith; the
Registration Statements hashave become, and on the date
hereof isare, effective under the Securities Act; and, to
the best of my knowledge, no stop order suspending the
effectiveness of any of the Registration Statements has been
issued and no proceedings for that purpose are pending or
threatened under Section 8(d) of the Securities Act.
(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 under the Securities Act
or the Trust Indenture Act, which have been duly obtained,
or in connection or compliance with the provisions of the
securities or blue sky laws of any jurisdiction) is legally
required to permit the issuance and sale of the Bonds by the
Company pursuant to the Underwriting Agreement; and no
further approval, authorization, consent or other order of
any governmental body is legally required to permit the
performance by the Company of its obligations with respect
to the Bonds or under the Mortgage and the Underwriting
Agreement.
(10) The issuance and sale by the Company of the
Bonds and the execution, delivery and performance by the
Company of the Underwriting Agreement and the Mortgage (a)
will not violate any provision of the Company's Restated
Articles of Incorporation or By-Laws, each as amended, (b)
will not violate any provisions of, or constitute a default
under, or result in the creation or imposition of any lien,
charge or encumbrance on or security interest in (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).
In connection with the preparation by the Company of the
Registration Statement and the Prospectus, I have had discussions
with certain officers, employees and representatives of the
Company and of Entergy Services, Inc., with other counsel for the
Company, and with the independent certified public accountants of
the Company who examined certain of the financial statements
included or incorporated by reference in the Registration
Statement. My examination of the Registration Statements and the
Prospectus and my discussions did not disclose to me any
information which gives me reason to believe that the the
Registration Statements, at their respective Effective Dates,
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading or that the
Prospectus, at the time oftransmitted for filing towith the
Commission pursuant to Rule 424(b) and at the date hereof,
contained or contains any untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading. I do not express any
opinion or belief as to the financial statements or other
financial or statistical data included or incorporated by
reference in the Registration Statements or the Prospectus, as to
the Statements of Eligibility or as to the information contained
in the Prospectus under the caption "Book Entry Securities."
I have examined the portions of the information
contained in the Prospectus 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 Louisiana
law.
With respect to the opinions set forth in
paragrahsparagraphs (4) and (5) 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 Trustees 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 Louisiana Bar 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 Louisiana and the United
States of Americaother state. As to all matters of New York law,
I have relied, with your approval, upon the opinion of even date
herewith addressed to you by Thelen Reid & Priest LLP of New
York, New York.
The opinion set forth above is solely for the benefit
of the addressees of this letter in connection with the
Underwriting Agreement and the transactions contemplated
thereunder and it may not be relied upon in any manner by any
other person or for any other purpose, without my prior written
consent, except that Thelen Reid & Priest LLP and Winthrop,
Stimson, Putnam & Roberts may rely on this opinion as to all
matters of Louisiana law in rendering their opinions required to
be delivered under the Underwriting Agreement.
Very truly yours,
Denise C. Redmann
Senior CounselAttorney
Corporate and Securities
<PAGE>
EXHIBIT B
[Letterhead of Thelen Reid & Priest LLP]
March __, 19998
[Addressee(s)]
Ladies and Gentlemen:
We, together with Denise C. Redmann, Senior CounselAttorney-
Corporate & Securities of Entergy Services, Inc., have acted as
counsel for Entergy Louisiana, Inc. (the "Company") in connection
with the issuance and sale to you pursuant to the Underwriting
Agreement, effective March __, 19998 (the "Underwriting
Agreement"), between the Company and you, of
$_______________$115,000,000 aggregate principal amount of its
First Mortgage Bonds, % Series due March 1, __ (the "Bonds")
issued pursuant to the Company's Mortgage and Deed of Trust,
dated as of April 1, 1944 with Bank of Montreal Trust Company
(successor to The Chase Manhattan Bank (National Association)),
as Corporate Trustee (the "Corporate Trustee") and Mark F.
McLaughlin (successor to Z. George Klodnicki) as Co-Trustee (the
"Co-Trustee" and, together with the Corporate Trustee, the
"Trustees"), as heretofore amended and supplemented by all
indentures amendatory thereof and supplemental thereto, including
the Fifty-ThirdSecond Supplemental Indenture, dated as of March
1, 19998 (the "Supplemental Indenture") (the Mortgage and Deed of
Trust 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 Underwriting Agreement.
In our capacity as such counsel, we have either participated in
the preparation of or have examined and are familiar with: (a)
the Company's Restated Articles of Incorporation and By-Laws,
each as amended; (b) the Underwriting Agreement; (c) the
Mortgage; (d) the Registration Statements and the Prospectus; (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 Underwriting 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. We
have not examined the Bonds, except a specimen thereof, and we
have relied upon a certificate of the Corporate 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 (i) as
may be limited by the laws of the State of Louisiana, where the
property covered thereby is located, affecting the remedies for
the enforcement of the security provided for therein, and (ii)
as may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws
affecting enforcement of mortgagees' and other creditors'
rights and general equitable principles (regardless of whether
considered in a proceeding in equity or at law) and is
qualified under the Trust Indenture Act, and no proceedings to
suspend such qualification have been instituted or, to our
knowledge, threatened by the Commission.
(2) The 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 (regardless of whether
enforceability is 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 Prospectus and the Prospectus
Supplement under the captions "Description of New Bonds" and
"Description of the New Bonds", respectively, insofar as they
purport to constitute summaries of the documents referred to
therein, constitute accurate summaries of the terms of such
documents in all material respects.
(4) The Underwriting 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 Registration
Statements, at their Effective Dates, and the Prospectus, at
the time it was transmitted for filing tofiled with the
Commission pursuant to Rule 424(b), complied as to form in all
material respects with the applicable requirements of the
Securities Act and (except with respect to the Statements of
Eligibility, upon which we do not pass) the Trust Indenture
Act, and the applicable instructions, rules and regulations of
the Commission thereunder or pursuant to said instructions,
rules and regulations are deemed to comply therewith; and, with
respect to the documents or portions thereof filed with the
Commission pursuant to the Exchange Act, and incorporated by
reference in the Prospectus pursuant to Item 12 of Form S-3,
such documents or portions thereof, on the date filed with the
Commission, complied as to form in all material respects with
the applicable provisions of the Exchange Act, and the
applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions, rules
and regulations are deemed to comply therewith; the
Registration Statements hasve become, and on the date hereof
isare, effective under the Securities Act; and, to the best of
our knowledge, no stop order suspending the effectiveness of
any of the Registration Statements has been issued and no
proceedings for that purpose are pending or threatened under
Section 8(d) of the Securities Act.
(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 under the Securities Act or the Trust Indenture
Act, which have been duly obtained, or in connection or
compliance with the provisions of the securities or blue sky
laws of any jurisdiction) is legally required to permit the
issuance and sale of the Bonds by the Company pursuant to the
Underwriting Agreement; and no further approval, authorization,
consent or other order of any governmental body is legally
required to permit the performance by the Company of its
obligations with respect to the Bonds or under the Mortgage and
the Underwriting Agreement.
In passing upon the forms of the Registration Statement and the
Prospectus, we necessarily assume the correctness, completeness
and fairness of the statements made by the Company and
information included or incorporated by reference in the
Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in paragraph (3) above. In connection
with the preparation by the Company of the Registration
Statements and the Prospectus, 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 examined certain of the financial statements included
or incorporated by reference in the Registration Statements. Our
examination of the Registration Statements and the Prospectus and
our discussions did not disclose to us any information which
gives us reason to believe that the Registration Statements, at
their respective Effective Dates, contained an untrue statement
of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein
not misleading or that the Prospectus, at the time pursuant to
Rule 424(b) and at the date hereof, contained or contains any
untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading. We do not express any opinion or belief as
to the financial statements or other financial or statistical
data included or incorporated by reference in the Registration
Statements or the Prospectus, as to the Statements of Eligibility
or as to the information contained in the Prospectus Supplement
under the caption "Book Entry SecuritiesBonds."
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 Americaother state. As to all matters of Louisiana
law, we have relied upon the opinion of even date herewith
addressed to you by Denise C. Redmann, Senior CounselAttorney-
Corporate & Securities of Entergy Services, Inc., counsel to the
Company. 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 the benefit of the addressees of
this letter in connection with the Underwriting Agreement and the
transactions contemplated thereunder and it may not be relied
upon in any manner by any other person or for any other purpose,
without our prior written consent, except Denise C. Redmann,
Senior CounselAttorney-Corporate & Securities of Entergy
Services, Inc. may rely on this opinion as to all matters of New
York law in rendering herthe opinion required to be delivered
under the Underwriting Agreement.
Very truly yours,
THELEN REID & PRIEST LLP
<PAGE>
EXHIBIT C
ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS
PURSUANT TO SECTION 8(e)(iv) OF THE UNDERWRITING AGREEMENT
FOR INCLUSION IN THE LETTER OF THE ACCOUNTANTS
REFERRED TO THEREIN
Caption Page Items
Annual Report on Form
10-K for the year ended
December 31, 19987
"SELECTED FINANCIAL 105 The amounts of
DATA FIVE YEAR electric operating
COMPARISON" "SELECTED revenues (by
FINANCIAL DATA - FIVE source) for the
YEAR COMPARISON" twelve month
periods ended
December 31, 1998,
1997 and 1996.The
amounts of electric
operating revenues
(by source) for the
twelve month
periods ended
December 31, 1997
and 1996.
Exhibit F-1(b)
April 7, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
With respect to (1) the Application-Declaration
("Application-Declaration") on Form U-1, as amended (File No.
70-9141), filed by Entergy Louisiana, Inc. (the "Company")
with the Securities and Exchange Commission ("Commission")
under the Public Utility Holding Company Act of 1935, as
amended, contemplating, among other things, the issuance and
sale by the Company of one or more new series of the Company's
First Mortgage Bonds; (2) the Commission's order dated March
12, 1998 ("Order") permitting the Application-Declaration, as
amended, to become effective with respect to the issuance and
sale of said First Mortgage Bonds; and (3) the issuance and
sale by the Company on March 30, 1999 of $75,000,000 in
aggregate principal amount of its First Mortgage Bonds, 5.80%
Series due March 1, 2002 (the "Bonds"), I advise you that in
my opinion:
(a) the Company is a corporation duly
organized and validly existing under the laws of the
State of Louisiana;
(b) the issuance and sale of the Bonds have
been consummated in accordance with the Application-
Declaration, as amended, and the Order;
(c) all state laws that relate or are applicable
to the issuance and sale of the Bonds (other than so-
called "blue sky" or similar laws, upon which we do not
pass herein) have been complied with;
(d) the Bonds are valid and binding obligations
of the Company in accordance with their terms, except
as limited by bankruptcy, insolvency, reorganization or
other similar laws affecting enforcement of mortgagees'
and other creditors' rights; and
(e) the consummation of the issuance and sale of
the Bonds has not violated the legal rights of the
holders of any securities issued by the Company.
I am a member of the Louisiana State Bar and do not
hold myself out as an expert on the laws of any other state.
My consent is hereby given to the use of this opinion
as an exhibit to the Certificate pursuant to Rule 24.
Very truly yours,
/s/ Denise C. Redmann
Denise C. Redmann
Senior Counsel -
Corporate and Securities
Exhibit F-2(b)
New York, New York
April 9, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
With respect to (1) the Application-Declaration
("Application-Declaration") on Form U-1, as amended (File No.
70-9141), filed by Entergy Louisiana, Inc. ("Company") with
the Securities and Exchange Commission ("Commission") under
the Public Utility Holding Company Act of 1935, as amended,
contemplating, among other things, the issuance and sale by
the Company of one or more new series of the Company's First
Mortgage Bonds; (2) the Commission's order dated March 12,
1998 ("Order") permitting the Application-Declaration, as
amended, to become effective with respect to the issuance and
sale of said First Mortgage Bonds; and (3) the issuance and
sale by the Company on March 30, 1999 of $75,000,000 in
aggregate principal amount of its First Mortgage Bonds, 5.80%
Series due March 1, 2002 (the "Bonds"), we advise you that in
our opinion:
(a) the Company is a corporation duly
organized and validly existing under the laws of the
State of Louisiana;
(b) the issuance and sale of the Bonds have
been consummated in accordance with the Application-
Declaration, as amended, and the Order;
(c) all state laws that relate or are
applicable to the issuance and sale of the Bonds
(other than so-called "blue sky" or similar laws,
upon which we do not pass herein) have been complied
with;
(d) the Bonds are valid and binding
obligations of 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
(e) the consummation of the issuance and sale
of the Bonds has not violated the legal rights of
the holders of any securities issued by the Company
or any associate company thereof.
We are members of the New York Bar and, for purposes
of this opinion, do not hold ourselves out as experts on the
laws of any other state. In giving this opinion, we have
relied, as to all matters governed by the laws of any other
state, upon the opinion of Denise C. Redmann, Esq., Senior
Counsel -- Corporate and Securities of Entergy Services, Inc.,
counsel for the Company, which is to be filed as an exhibit to
the Certificate pursuant to Rule 24.
Our consent is hereby given to the use of this
opinion as an exhibit to the Certificate pursuant to Rule 24.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
