Exhibit A-2(c)
ENTERGY LOUISIANA, INC.
TO
HARRIS TRUST COMPANY OF NEW YORK
(successor to Bank of Montreal Trust Company)
AND
THE BANK OF NEW YORK
(herein becoming successor to Harris Trust Company of New York)
AND
MARK F. McLAUGHLIN
(successor to Z. George Klodnicki)
AND
STEPHEN J. GIURLANDO
(herein becoming successor to Mark F. McLaughlin)
As Trustees under Entergy Louisiana, Inc.'s Mortgage and Deed of
Trust
dated as of April 1, 1944
________________
Fifty-fifth Supplemental Indenture
Providing among other things for
First Mortgage Bonds, 81/2% Series due June 1, 2003
(Sixty-first Series)
Dated as of May 15, 2000
<PAGE>
FIFTY-FIFTH SUPPLEMENTAL INDENTURE
Indenture Dated as of May 15, 2000, 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 HARRIS TRUST COMPANY OF NEW YORK, a
New York corporation (successor to BANK OF MONTREAL TRUST
COMPANY, a New York corporation), whose principal office is
located at 88 Pine Street, New York, New York 10005 (hereinafter
sometimes called the "Corporate Trustee"), which is hereby
resigning as Corporate Trustee effective at the close of business
on May 15, 2000, and THE BANK OF NEW YORK, a New York banking
corporation, whose principal office is located at 101 Barclay
Street, Floor 21 West, New York, New York 10286 (successor
Corporate Trustee hereby to Harris Trust Company of New York),
and MARK F. McLAUGHLIN (successor to Z. GEORGE KLODNICKI), whose
address is 44 Norwood Avenue, Westwood, New Jersey 07711
(hereinafter sometimes called the "Co-Trustee"), who is hereby
resigning as Co-Trustee effective at the close of business on May
15, 2000, and STEPHEN J. GIURLANDO (successor Co-Trustee hereby
to Mark F. McLaughlin), whose address is 63 Euclid Avenue,
Massapequa, New York 11758) (the Corporate Trustee and the
Co-Trustee being hereinafter together sometimes called the
"Trustees"), as resigning and successor Trustees, as the case may
be, 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-fifth 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-fifth 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 effectually 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
Fifty-third Supplemental Indenture March 1, 1999
Fifty-fourth Supplemental Indenture June 1, 1999
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 56,400,000
8 1/2% Series due July 1, 2022 90,000,000 None
Environmental Series C due December 1, 2022 25,120,000 25,120,000
6.00% Series due March 1, 2000 100,000,000 None
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
5.80% Series due March 1, 2002 75,000,000 75,000,000
Environmental Series G due June 1, 2030 67,200,000 67,200,000
which bonds are also hereinafter sometimes called bonds of the
First through Sixtieth 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-fifth Supplemental Indenture, and the terms of the bonds of
the Sixty-first 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 Harris Trust Company of New York, resigning
Corporate Trustee, hereby represents that pursuant to an
Agreement and Plan of Merger dated as of March 18, 1999, Harris
Trust Company of New York merged into Bank of Montreal Trust
Company, the Corporate Trustee under the Mortgage, and effective
July 1, 1999, the combined entity changed its name to Harris
Trust Company of New York. By virtue of Section 105 of the
Mortgage, Harris Trust Company of New York became successor
Corporate Trustee under the Mortgage, without the execution or
filing of any paper or the performance of any further act on the
part of any other parties to the Mortgage;
That Harris Trust Company of New York, resigning
Corporate Trustee and Mark F. McLaughlin, resigning Co-Trustee
are parties to this Fifty-fifth Supplemental Indenture solely for
the purpose of resigning from their positions as Trustees under
the Mortgage, as supplemented, and for the purpose of making the
representations contained in the immediately preceding paragraph,
and that they have no responsibility for the Sixty-first Series
of bonds being issued hereunder;
That the undersigned Harris Trust Company of New York
is hereby giving written notice to the Company that it is
resigning as Corporate Trustee under the Mortgage, such
resignation to take effect at the close of business on May 15,
2000, unless previously a successor Corporate Trustee shall have
been appointed as provided in the Mortgage, as heretofore
supplemented, in which event such resignation shall take effect
immediately on the appointment of such successor Corporate
Trustee;
That, pursuant to Section 102 of the Mortgage, as
heretofore supplemented, and by order of its Board of Directors,
the undersigned Entergy Louisiana, Inc. hereby appoints The Bank
of New York as successor Corporate Trustee under the Mortgage, as
heretofore supplemented, subject to the conditions of Article
XVII thereof expressed, effective at the close of business on May
15, 2000;
That the undersigned The Bank of New York, a New York
banking corporation having its principal corporate trust office
in the Borough of Manhattan, The City of New York, hereby accepts
its said appointment by Entergy Louisiana, Inc., as successor
Corporate Trustee under the Mortgage, as heretofore supplemented;
That the undersigned Harris Trust Company of New York
hereby acknowledges receipt of an executed counterpart of this
instrument;
That the undersigned Mark F. McLaughlin is hereby
giving written notice to the Company that he is resigning as Co-
Trustee under the Mortgage, such resignation to take effect at
the close of business on May 15, 2000, unless previously a
successor Co-Trustee shall have been appointed as provided in the
Mortgage, as heretofore supplemented, in which event such
resignation shall take effect immediately on the appointment of
such successor Co-Trustee;
That, pursuant to Section 103 of the Mortgage, as
heretofore supplemented, the undersigned The Bank of New York, as
successor Corporate Trustee hereby appoints Stephen J. Giurlando
as successor Co-Trustee under the Mortgage, as heretofore
supplemented, subject to the conditions of Article XVII thereof
expressed, effective at the close of business on May 15, 2000,
and the undersigned Entergy Louisiana, Inc. joins The Bank of New
York in such appointment;
That the undersigned Stephen J. Giurlando, a citizen of
the United States of America, hereby accepts his said appointment
by The Bank of New York as successor Co-Trustee under the
Mortgage, as heretofore supplemented;
That the undersigned Mark F. McLaughlin hereby
acknowledges receipt of an executed counterpart of this
instrument;
That the undersigned resigning Trustees will proceed
with the publication of the notice of resignation as provided in
Section 101 of the Mortgage in substantially the form provided in
Exhibit A hereto annexed;
That the Company will proceed with the publication of
the notice of appointment as provided in Section 102 of the
Mortgage in substantially the form provided in Exhibit A hereto
annexed; and
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 who is hereby resigning as Co-Trustee
effective at the close of business on May 15, 2000, and (to the
extent of its legal capacity to hold the same for the purposes
hereof) to Harris Trust Company of New York, which is hereby
resigning as Corporate Trustee effective at the close of business
on May 15, 2000, and effective at the close of business on May
15, 2000, unto Stephen J. Giurlando and (to the extent of its
legal capacity to hold the same for the purpose hereof) to The
Bank of New York, 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-
fourth 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
Fifty-fourth 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-fifth 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-fifth
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 Stephen J. Giurlando and (to the
extent of its legal capacity to hold the same for the purposes
hereof) to Harris Trust Company of New York and The Bank of New
York, as resigning and successor Trustees, respectively, 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-fifth 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
SIXTY-FIRST SERIES BONDS
SECTION 1. There shall be a series of bonds designated "8-1/2%
Series due June 1, 2003" (herein sometimes called the "Sixty-
first 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 Sixty-
first Series (which shall be initially issued in the aggregate
principal amount of $150,000,000) shall be dated as in Section 10
of the Mortgage provided, shall mature on June 1, 2003, 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 8-1/2% per annum, from May 23, 2000, if the date of said
bonds is prior to December 1, 2000, or if the date of said bonds
is after December 1, 2000, from the June 1 or December 1 next
preceding the date of said bonds, payable on December 1, 2000 for
the period from May 23, 2000 to December 1, 2000, and thereafter
semi-annually on June 1 and December 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.
So long as all of the bonds of the Sixty-first Series are
held by The Depository Trust Company or its nominee, or a
successor thereof, the record date for the payment of interest on
the bonds of the Sixty-first Series shall be the Business Day
immediately preceding the date on which interest is due;
provided, however, that the record date for the payment of
interest which is paid after the date such interest is due, shall
be the Business Day immediately preceding the date on which such
interest is paid. Interest on the bonds of the Sixty-first Series
shall be paid to the Person in whose name such bonds of the Sixty-
first Series are registered at the close of business on the
record date for the payment of such interest.
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 Sixty-first
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 Sixty-first 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 the bonds of the Sixty-first Series to be
redeemed and (B) as determined by the Independent Investment
Banker, the sum of the present values of the remaining scheduled
payments of principal of and interest on the bonds of the Sixty-
first Series being redeemed (excluding the portion of any such
interest accrued to the redemption date), discounted (for
purposes of determining such present values) to the redemption
date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Adjusted Treasury Rate plus
.125%, plus, in each case, accrued interest thereon to the
redemption date.
"Adjusted Treasury Rate" means, with respect to any
redemption date:
(1) the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most
recently published statistical release designated "H.15(519)" or
any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months
before or after the remaining term of the bonds of the Sixty-
first Series, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be
determined and the Adjusted Treasury Rate shall be interpolated
or extrapolated from such yields on a straight line basis,
rounding to the nearest month); or
(2) if such release (or any successor release) is not published
during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue,
calculated using 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.
The Adjusted Treasury Rate shall be calculated on the third
business Day preceding the redemption date.
"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 the Independent Investment Banker as having
a maturity comparable to the remaining term of the bonds of the
Sixty-first 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 the bonds of the Sixty-first
Series.
"Comparable Treasury Price" means, with respect to any
redemption date, (1) the average of five Reference Treasury
Dealer Quotations for such redemption date after excluding the
highest and lowest such Reference Treasury Dealer Quotations or
(2) if the Independent Investment Banker obtains fewer than five
such Reference Treasury Dealer Quotations, the average of all
such Reference Treasury Dealer Quotations.
"Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if such firm is unwilling or unable to select
the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Company.
"Reference Treasury Dealer" means (1) Morgan Stanley & Co.
Incorporated and its successors; provided, however, that if it
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, and (2) any
other Primary Treasury Dealer selected by the Independent
Investment Banker 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 Independent Investment Banker, 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 Independent Investment Banker at 5:00
p.m. on the third Business Day preceding such redemption date.
(II) Bonds of the Sixty-first 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 delivered to or deposited with the
Corporate Trustee pursuant to the provisions of Section 37 of the
Mortgage or cash deposited with the Corporate Trustee pursuant to
the provisions of Section 64 of the Mortgage, in each case, at
the special redemption price of 100% of the principal amount of
the bonds of the Sixty-first Series to be redeemed together with
accrued interest thereon to the date fixed for redemption,
provided, however, that bonds of the Sixty-first Series shall
only be redeemable pursuant to the provisions of Section 64 with
cash deposited with the Corporate Trustee resulting from
Mortgaged and Pledged Property being taken by the exercise of the
power of eminent domain and/or the exercise by any governmental
body or agency of any right which it may have to purchase or
designate a purchaser of any part of such property and/or any of
such property is sold by the Company to one or more Federal,
State, County, Municipal or other governmental bodies or agencies
or public or semi-public corporations, districts or authorities.
(III) At the option of the registered owner, any bonds of
the Sixty-first 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 Sixty-first Series of
other authorized denominations.
Bonds of the Sixty-first 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 Sixty-first
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 Sixty-first 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 May 14, 2000 (other than any dividend declared by the Company
on or before May 14, 2000 for payment on or before July 1, 2000)
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 May 14, 2000,
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 May 14, 2000, 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 May 15, 2000 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 May 14, 2000.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3. The holders of the bonds of the Sixty-first
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 Sixty-
first 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-fifth Supplemental Indenture, the terms defined in the
Mortgage, as heretofore supplemented, shall, for all purposes of
this Fifty-fifth Supplemental Indenture, have the meanings
specified in the Mortgage, as heretofore supplemented.
SECTION 5. So long as any bonds of the Sixty-first 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 Sixty-first 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-fifth 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-
fifth 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-fifth
Supplemental Indenture.
SECTION 8. Whenever in this Fifty-fifth 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-fifth 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-fifth 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-fifth
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Fifty-fifth
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-fifth
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-fifth
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-fifth 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 HARRIS TRUST
COMPANY OF NEW YORK, in acknowledgement of its resignation as
Corporate Trustee, has caused its corporate name to be hereto
affixed, and this instrument to be signed by one of its Authorized
Signers and to be attested by one of its Authorized Signers and
THE BANK OF NEW YORK, 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 Treasurers and MARK F.
McLAUGHLIN in acknowledgment of his resignation as Co-Trustee and
STEPHEN J. GIURLANDO, 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.
_______________________________
Steven C. McNeal
Vice President and Treasurer
Attest:
___________________
Assistant Secretary
Executed, sealed and delivered by
ENTERGY LOUISIANA, INC.
in the presence of:
__________________________
__________________________
<PAGE>
HARRIS TRUST COMPANY OF NEW
YORK
By: _______________________________
Attest:
__________________________________
[L.S.]
Mark F. McLaughlin
As Resigning Co-Trustee
Executed and delivered by HARRIS
TRUST COMPANY OF NEW YORK
and MARK F. McLAUGHLIN in the presence of:
<PAGE>
THE BANK OF NEW YORK
As Successor Corporate Trustee
By: _______________________________
Robert Massimillo
Assistant Vice President
Attest:
_______________________________
Assistant Treasurer
By: ______________________________
Stephen J. Giurlando
As Successor Co-Trustee
Executed sealed and delivered by
THE BANK OF NEW YORK and
Stephen J. Giurlando
in the presence of:
_______________________________
__________________________
<PAGE>
STATE OF LOUISIANA
} ss.:
PARISH OF ORLEANS
On this _____ day of May, 2000, before me appeared STEVEN C.
MCNEAL, to me personally known, who, being by me duly sworn, did
say that he is Vice President and Treasurer 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 STEVEN C. MCNEAL, acknowledged
said instrument to be the free act and deed of said corporation.
On the _____ day of May, in the year 2000, before me
personally came STEVEN C. MCNEAL, to me known, who, being by me
duly sworn, did depose and say that he resides at 7903 Winner's
Circle, Mandeville, Louisiana 70448; that he is Vice President and
Treasurer 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.
Denise C. Redmann
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 _____ day of May, 2000, before me
appeared_______________, to me personally known, who, being by me
duly sworn, did say that he is a Authorized Signatory of HARRIS
TRUST COMPANY OF NEW YORK, and corporation that said instrument
was signed on behalf of said corporation, and said
_________________acknowledged said instrument to be the free act
and deed of said corporation.
On the _____ day of May in the year 2000, before me
personally came__________________, to me known, who, being by me
duly sworn, did depose and say that he resides at
_______________________________________; that he is an Authorized
Signatory of HARRIS TRUST COMPANY OF NEW YORK one of the
corporations described in and which executed the above instrument;
signed his name thereto by like order.
Notary Public, State of New York
No. __________________
Qualified in ________ County
Commission Expires ______________
<PAGE>
STATE OF NEW YORK
} ss.:
COUNTY OF NEW YORK
On this _____ day of May, 2000, before me appeared ROBERT
MASSIMILLO to me personally known, who, being by me duly sworn,
did say that he is an Assistant Vice President of THE BANK OF NEW
YORK, 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 Robert Massimillo acknowledged
said instrument to be the free act and deed of said corporation.
On the _____ day of May in the year 2000, before me
personally came ROBERT MASSIMILLO, to me known, who, being by me
duly sworn, did depose and say that he resides at
_______________________________________; that he is an Assistant
Vice President of THE BANK OF NEW YORK, 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.
Notary Public, State of New York
No. __________________
Qualified in ________ County
Commission Expires ______________
<PAGE>
STATE OF NEW YORK
} ss.:
COUNTY OF NEW YORK
On this _____ day of May, 2000, 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 _____ day of May, 2000, 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.
Notary Public, State of New York
No. _____________
Qualified in _______________ County
Commission Expires ________________
<PAGE>
STATE OF NEW YORK
} ss.:
COUNTY OF NEW YORK
On this _____ day of May, 2000, before me appeared STEPHEN J.
GIURLANDO, 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 _____ day of May, 2000, before me personally came
STEPHEN J. GIURLANDO, to me known to be the person described in
and who executed the foregoing instrument, and acknowledged that
he executed the same.
Notary Public, State of New York
No. _____________
Qualified in _______________ County
<PAGE>
EXHIBIT A
ENTERGY LOUISIANA, INC.
Mortgage and Deed of Trust dated as of April 1, 1944,
as supplemented
NOTICE OF RESIGNATION OF CORPORATE TRUSTEE AND CO-TRUSTEE
NOTICE IS HEREBY GIVEN, pursuant to Section 101 of the above-
mentioned Mortgage, of the resignation of Harris Trust
Company of New York as Corporate Trustee and Mark F.
McLaughlin as Co-Trustee under the Mortgage, such
resignation to take effect at the close of business on May
15, 2000.
HARRIS TRUST COMPANY OF NEW YORK
as Corporate Trustee
May 15, 2000
NOTICE OF APPOINTMENT OF SUCCESSOR CORPORATE TRUSTEE
AND SUCCESSOR CO-TRUSTEE
NOTICE IS HEREBY GIVEN pursuant to Section 102 of the
above-mentioned Mortgage, that by authority of the Board of
Directors of Entergy Louisiana, Inc., The Bank of New York
has been appointed successor Corporate Trustee under the
Mortgage and has accepted such appointment, effective at the
close of business on May 15, 2000, and that pursuant to
Section 103 of the Mortgage, Stephen J. Giurlando has been
appointed by The Bank of New York, successor Co-Trustee
under the Mortgage and has accepted such appointment,
effective at the close of business on May 15, 2000.
ENTERGY LOUISIANA INC.
AND THE BANK OF NEW YORK,
As Corporate Trustee
May 15, 2000
