-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K1FVP6CWuREX4JGD3w+npZ+4uLPvsVu8NZr3lDSYUL246HZe14dgWGY1tZLmiw58 ND0K4qZQ45evt+rcZO4LpA== 0000950134-96-006764.txt : 19961211 0000950134-96-006764.hdr.sgml : 19961211 ACCESSION NUMBER: 0000950134-96-006764 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961210 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL LOUISIANA ELECTRIC CO INC CENTRAL INDEX KEY: 0000018672 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 720244480 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-02895 FILM NUMBER: 96678772 BUSINESS ADDRESS: STREET 1: 2030 DONAHUE FERRY RD CITY: PINEVILLE STATE: LA ZIP: 71360 BUSINESS PHONE: 3184847400 MAIL ADDRESS: STREET 1: P O BOX 5000 CITY: PINEVILLE STATE: LA ZIP: 71361-5000 S-3/A 1 FORM S-3 AMENDMENT NO. 1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1996 REGISTRATION NO. 333-02895 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- CENTRAL LOUISIANA ELECTRIC COMPANY, INC. (Exact name of Registrant as specified in its charter) --------------------- LOUISIANA 72-0244480 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization)
2030 DONAHUE FERRY ROAD PINEVILLE, LOUISIANA 71360-5226 (318) 484-7400 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------------- MICHAEL P. PRUDHOMME SECRETARY-TREASURER CENTRAL LOUISIANA ELECTRIC COMPANY, INC. 2030 DONAHUE FERRY ROAD PINEVILLE, LOUISIANA 71360-5226 (318) 484-7400 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At such time or times after the effective date of this Registration Statement as the registrant shall determine. If the only securities being registered with this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [X] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 *************************************************************************** * * * INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A * * REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED * * WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT * * BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE * * REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT * * CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY * * NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH * * SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO * * REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH * * STATE. * * * *************************************************************************** Subject To Completion Preliminary Prospectus Dated December , 1996 PROSPECTUS [CLECO LOGO] $200,000,000 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. MEDIUM-TERM NOTES DUE MORE THAN ONE YEAR FROM DATE OF ISSUE Central Louisiana Electric Company, Inc. (the "Company") may offer from time to time a maximum of $200,000,000 aggregate principal amount of medium-term notes on terms to be determined at the time or times of sale. For each offering of medium-term notes for which this Prospectus is being delivered (the "Medium-Term Notes") there will be a pricing supplement (each a "Pricing Supplement") that will set forth the specific designation, aggregate principal amount, maturity or maturities, rate or rates and times of payment of interest, if any, any redemption terms or repayment provisions and any other special terms of the Medium-Term Notes. Each Medium-Term Note will bear interest at a fixed or variable rate or will be in zero-coupon form, in each case as specified in a Pricing Supplement to be delivered with this Prospectus to the purchaser of any such Medium-Term Note. The interest payment dates for each interest-bearing Medium-Term Note will be March 15 and September 15 of each year. Each Medium-Term Note will mature more than one year from its date of issue (the "Stated Maturity"), as set forth in the applicable Pricing Supplement. Each issuance of the Medium-Term Notes may be subject to redemption prior to maturity at the option of the Company or any holder thereof, in each case, in whole or in part, prior to the Stated Maturity, as set forth and specified in the applicable Pricing Supplement. See "Description of the Medium-Term Notes" for a more complete description of the terms and provisions of the Medium-Term Notes. Each Medium-Term Note will be issued in fully registered form and will be represented by a global certificate (a "Book-Entry Note") registered in the name of a nominee of The Depository Trust Company or other depositary (the "Depositary"). Beneficial interests in Medium-Term Notes represented by a global security will be shown on, and transfers thereof will be effected only through, records maintained by the Depositary (with respect to participants' interests) and its participants. See "Description of the Medium-Term Notes -- Book-Entry Notes." The Medium-Term Notes will be issued in minimum denominations of $1,000 or in any amount in excess thereof that is an integral multiple of $1,000. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF THE MEDIUM-TERM NOTES UNLESS ACCOMPANIED BY A PRICING SUPPLEMENT. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - --------------------------------------------------------------------------------
PRICE TO AGENTS' PROCEEDS TO PUBLIC (1) COMMISSION(2)(3) COMPANY(2)(3)(4) Per Medium-Term Note......................... 100.000% .125%-.750% 99.875%-99.250% Total........................................ $200,000,000 $250,000-$1,500,000 $199,750,000-$198,500,000
- -------------------------------------------------------------------------------- (1) Unless otherwise specified in a Pricing Supplement, Medium-Term Notes will be issued at 100% of their principal amount. (2) The Company has agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act of 1933. (3) In the case of Medium-Term Notes sold directly by the Company to investors or other purchasers (other than agents), no discount will be allowed or commission paid. In the case of any Medium-Term Notes with a maturity in excess of 30 years, the commission will be agreed upon between the Company and the Agents at the time of sale and may exceed .750% per Medium-Term Note. (4) Before deducting expenses payable by the Company estimated at $315,966. The Medium-Term Notes are being offered on a continuous basis by the Company through Salomon Brothers Inc, Merrill Lynch & Co., Smith Barney Inc. and First Chicago Capital Markets, Inc. (collectively, the "Agents"), each of whom has agreed to use its reasonable efforts to solicit offers to purchase the Medium-Term Notes. The Medium-Term Notes may be sold to any Agent, as principal, at a discount for resale to investors or other purchasers at varying prices related to prevailing market prices at the time of resale, to be determined by such Agent or, if agreed, at a fixed public offering price. The Company also may sell the Medium-Term Notes directly to investors or other purchasers on its own behalf. The Notes will not be listed on any securities exchange, and there can be no assurance that the Medium-Term Notes offered by this Prospectus will be sold or that there will be a secondary market for any of the Medium-Term Notes. The Company reserves the right to withdraw, cancel or modify the offer or solicitation of offers made hereby without notice. An offer may be rejected in whole or in part by the Company or by the Agent, if any, that solicited such offer. See "Plan of Distribution." SALOMON BROTHERS INC FIRST CHICAGO CAPITAL MARKETS, INC. MERRILL LYNCH & CO. SMITH BARNEY INC. The date of this Prospectus is December , 1996. 3 IN CONNECTION WITH ANY OFFERING OF MEDIUM-TERM NOTES, ANY UNDERWRITER MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. AVAILABLE INFORMATION The Company is subject to the information requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the Commission's regional offices located at Seven World Trade Center, New York, New York 10048, and at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can also be obtained at prescribed rates from the Public Reference Section of the Commission at its principal office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. The Company's common stock, par value $2.00 per share (the "Common Stock"), is listed for trading on the New York Stock Exchange (the "NYSE") and the Pacific Stock Exchange (the "PSE"), and such reports, proxy statements and other information should be available for inspection at the offices of the NYSE, 20 Broad Street, New York, New York 10005 and the offices of the PSE, 301 Pine Street, San Francisco, California 94104. This Prospectus constitutes a part of a registration statement on Form S-3 (together with all amendments and exhibits thereto, the "Registration Statement"), filed by the Company with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Medium-Term Notes offered hereby. As permitted by the rules and regulations of the Commission, this Prospectus omits certain information contained in the Registration Statement, and reference is made to the Registration Statement for further information with respect to the Company and the Medium-Term Notes offered hereby. Any statements contained herein concerning the provisions of any document filed as an exhibit to the Registration Statement or otherwise filed with the Commission are not necessarily complete, and in each instance reference is made to the copy of such document so filed. Each such statement is qualified in its entirety by such reference. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The Annual Report of the Company on Form 10-K for the year ended December 31, 1995 and the Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1996, June 30, 1996 and September 30, 1996 have been filed with the Commission by the Company pursuant to the Exchange Act (File No. 1-5663) and are incorporated herein by reference. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering made by this Prospectus shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. 2 4 The Company hereby undertakes to provide without charge to each person to whom a copy of this Prospectus is delivered, upon the written or oral request of any such person, a copy of any and all of the documents (without exhibits other than exhibits specifically incorporated by reference into such documents) referred to above that have been incorporated by reference in this Prospectus. Written or oral requests for such copies should be directed to Central Louisiana Electric Company, Inc., 2030 Donahue Ferry Road, Pineville, Louisiana 71360-5226 (P.O. Box 5000, Pineville, Louisiana 71361-5000), Attention: Treasurer (telephone: (318) 484-7400). THE COMPANY The Company is engaged in the business of generating, transmitting, distributing and selling electric energy to approximately 221,000 customers in 63 communities and contiguous rural areas in the State of Louisiana. The Company was incorporated under the laws of the State of Louisiana in 1934. The address of the principal executive offices of the Company is 2030 Donahue Ferry Road, Pineville, Louisiana 71360-5226 (P.O. Box 5000, Pineville, Louisiana 71361-5000), and its telephone number at such address is (318) 484-7400. It is expected that the Company's external cash requirements for the five-year period 1996 through 2000 will be met through the sale of debt securities. See "Use of Proceeds" below. Short-term requirements pending permanent financing will be met through the sale of commercial paper and borrowings under short-term debt arrangements. The amount of internally generated funds and the Company's ability to finance future construction and other capital requirements externally through the sale of securities will be largely dependent on the level of the Company's sales of electricity, and its electric rates and on the availability and cost of external financing. 3 5 SELECTED FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT RATIOS, PERCENTAGES AND PER SHARE DATA)
YEAR ENDED DECEMBER 31, 1993 1994 1995 -------- -------- -------- Statement of Income Data: Operating revenues.................................... $382,433 $379,603 $394,426 Operating income...................................... $ 64,745 $ 70,430 $ 74,702 Income before interest charges........................ $ 67,571 $ 71,417 $ 76,907 Net income............................................ $ 41,812 $ 45,043 $ 48,703 Primary earnings per share............................ $ 1.78 $ 1.92 $ 2.08 Fully diluted earnings per share...................... $ 1.73 $ 1.86 $ 2.01
TWELVE MONTHS ENDED YEAR ENDED DECEMBER 31, SEPTEMBER 30, 1991 1992 1993 1994 1995 1996 ------ ------ ------ ------ ------ ------------------- Ratio of Earnings to Fixed Charges:.......................... 2.99x 3.16x 3.30x 3.35x 3.49x 3.61x
SEPTEMBER 30, 1996 ------------------ Capital Structure: First mortgage bonds(1)............................................... $ 85,000 11.0% Medium-term notes..................................................... 215,000 27.8% Other long-term debt(2)............................................... 60,850 7.9% Cumulative preferred stock(3)......................................... 15,817 2.1% Common shareholders' equity........................................... 395,687 51.2% -------- ----- Total capitalization.......................................... $772,354 100.0% ======== ===== Short-term debt....................................................... $ 31,497
- --------------- (1) Includes $25 million in first mortgage bonds which have been called for redemption on December 27, 1996. (2) Includes approximately $61.3 million aggregate principal amount of continuously remarketed variable rate pollution control revenue bonds due 2018, net of unamortized premium and discount on long-term debt of approximately $410,000. (3) Includes $29.5 million of convertible preferred stock issued in April 1991 in connection with the establishment of an employee stock ownership plan, reduced by approximately $21.0 million of unearned compensation related to such employee stock ownership plan. 4 6 USE OF PROCEEDS Unless otherwise indicated in the applicable Pricing Supplement, the net proceeds to be received by the Company from the sale of the Medium-Term Notes may be used to repurchase or redeem equity and higher cost debt securities, to reduce short-term debt, to finance the construction or acquisition of plant and related facilities necessary for the Company to meet the requirements of its customers, and for the Company's other general corporate purposes. Pending application to one or more of the foregoing uses, the net proceeds will be invested in short-term financial instruments. DESCRIPTION OF THE MEDIUM-TERM NOTES The Medium-Term Notes will be issued under an Indenture (the "Note Indenture") dated as of October 1, 1988 between the Company and Bankers Trust Company under which The Bank of New York is the current trustee (the "Note Trustee"). A copy of the Note Indenture and the Agreement of Resignation, Appointment and Acceptance whereby The Bank of New York succeeded Bankers Trust Company as trustee are included among the exhibits to the Registration Statement of which this Prospectus is a part. The Note Indenture provides that unsecured debentures, notes or other evidences of indebtedness ("Securities") may be issued thereunder, without limitation as to aggregate principal amount, by the Company in one or more series and with such terms as established by the Company pursuant to the terms of the Note Indenture. All medium-term notes issued or to be issued by the Company under the Note Indenture are referred to herein as "Notes." The Medium-Term Notes are a series of Securities under the Note Indenture and may be issued in one or more offerings. As of the date of this Prospectus, the Company had issued and outstanding Notes in an aggregate principal amount of $215 million. The following summaries of certain provisions of the Note Indenture do not purport to be complete and are subject to, and qualified in their entirety by, all of the provisions of the Note Indenture, including the definitions therein of certain terms. Except as may otherwise be provided in any applicable Pricing Supplement, each Medium-Term Note will have the following terms and provisions. General. The Note Indenture provides that the Notes may be issued at various times, may have differing maturity dates and may bear interest at differing rates or be issued in zero-coupon form. Except as may otherwise be provided in any applicable Prospectus Supplement, the Medium-Term Notes will be issued at a purchase price equal to 100% of the principal amount thereof. Unless otherwise specified in the applicable Pricing Supplement and except as otherwise specified in "Book-Entry Notes" below, the Medium-Term Notes will be denominated in U.S. dollars in minimum denominations of $1,000 or in any amount in excess thereof that is an integral multiple of $1,000. The interest payment dates for each interest-bearing Medium-Term Note will be March 15 and September 15 of each year (each an "Interest Payment Date"). See "Interest Rates and Payments" below. Each Medium-Term Note will mature more than one year from its date of issue (the "Stated Maturity"), as set forth in the applicable Pricing Supplement. As discussed below in "Redemption at the Option of the Company" and "Repayment at the Option of the Holder," the Medium-Term Notes may be subject to redemption prior to the Stated Maturity at the option of the Company or any Holder (as defined in the Note Indenture) thereof, as provided in the applicable Pricing Supplement. If the applicable Pricing Supplement so provides, the terms of a Medium-Term Note subject to redemption at the option of the Company may specify that the Company may not redeem the Medium-Term Note prior to a specified date as a part of, or in anticipation of, a refunding operation by the application of monies borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than a specified rate. The Medium-Term Notes will not be subject to amortization or a sinking fund. Reference is made to the applicable Pricing Supplement with respect to each Medium-Term Note for the interest rate (if any) thereon, the Stated Maturity date thereof and for other important information set forth therein with respect to such Medium-Term Note. 5 7 The Company has the sole right to accept any offers to purchase Medium-Term Notes and may reject any proposed purchase of Medium-Term Notes in whole or in part. The Company has designated The Bank of New York ("BONY") as paying agent and registrar of the Medium-Term Notes. The Company has also designated BONY as its agent in the Borough of Manhattan, The City of New York, where Medium-Term Notes may be presented for payment and may be transferred or exchanged. BONY maintains in the Borough of Manhattan, The City of New York, an office where such transactions may occur. No service charge will be made to register any transfer or exchange of the Medium-Term Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Note Indenture does not contain any covenants or other provisions that are specifically intended to afford Holders of the Medium-Term Notes special protection in the event of a highly leveraged transaction by the Company. Redemption at the Option of the Company. The Medium-Term Notes will not be subject to amortization or any sinking fund. An issuance of Medium-Term Notes will be redeemable at the option of the Company prior to their Stated Maturity only if an initial redemption date is specified therein (the "Initial Redemption Date") and in the applicable Pricing Supplement. If so indicated in the applicable Pricing Supplement, the Notes will be subject to redemption at the option of the Company on any date on and after the applicable Initial Redemption Date specified in such Pricing Supplement. On and after the Initial Redemption Date, if any, the related Medium-Term Note may be redeemed at any time in whole or from time to time in part in increments of $1,000 (or such other amount as may be specified in the applicable Pricing Supplement) at the option of the Company at the applicable Redemption Price, together with interest thereon payable to the date of redemption, on notice given to the Holder (which, in the case of Book-Entry Notes, will be the Depositary or its nominee) not more than 60 nor less than 30 days prior to the date of redemption and in accordance with the provisions of the Indenture. "Redemption Price," with respect to a Medium-Term Note, will initially mean a percentage (the "Initial Redemption Percentage") of the principal amount of such Note to be redeemed specified in the applicable Pricing Supplement and shall decline at each anniversary of the Initial Redemption Date by a percentage (the "Annual Redemption Percentage Reduction"), if any, specified in the applicable Pricing Supplement, of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. If an Initial Redemption Percentage is specified in the applicable Pricing Supplement but no Annual Redemption Percentage Reduction is set forth therein, the "Redemption Price" shall be the Initial Redemption Percentage of the principal amount of such Medium-Term Note to be redeemed. In the event of redemption of a Medium-Term Note in part, a new Medium-Term Note or Notes will be issued to the Holder in the exchange for the unredeemed portion. Repayment at the Option of the Holder. If so indicated in an applicable Pricing Supplement, an issuance of Medium-Term Notes will be repayable by the Company in whole or in part at the option of a Holder thereof on their respective optional repayment dates specified in such Pricing Supplement (the "Optional Repayment Dates"). If no Optional Repayment Date is indicated in a Pricing Supplement with respect to a Medium-Term Note, such Medium-Term Note will not be repayable at the option of the Holder prior to its Stated Maturity. Unless otherwise specified in the applicable Pricing Supplement, the repayment option may be exercised by the Holder for less than the entire principal amount of the Medium-Term Note. Any repayment in part will be in increments of $1,000 (or such other amount as may be specified in the applicable Pricing Supplement) provided that any remaining principal amount of such Medium-Term Note will be an authorized denomination of such Medium-Term Note. Unless otherwise provided in an applicable Pricing Supplement, the repayment price payable to the Holder will be 100% of the principal amount to be repaid, together with accrued interest thereon payable to the date of repayment. In the event of a repayment in part, a new 6 8 Medium-Term Note or Notes will be issued to the Holder in exchange for the unrepaid portion. Exercise of such repayment option by the Holder will be irrevocable. While Book-Entry Notes are represented by global securities held by or on behalf of the Depositary, and registered in the name of the Depositary or the Depositary's nominee, the option for repayment may be exercised by the Depositary, the Depositary's nominee or the applicable participant (as defined below in "Book-Entry Notes") on behalf of the beneficial owner of such Book-Entry Notes by delivering a written notice, in a form acceptable to the Trustee, to the Trustee at the Corporate Trust Office (or such other address of which the Company shall from time to time notify the Holders), not more than 60 nor less than 30 days prior to the Optional Repayment Date. Notices of elections from participants on behalf of beneficial owners of the Book-Entry Notes to exercise their option to have the Book-Entry Notes repaid must be received by the Trustee by 5:00 p.m., New York City time, on the last day for giving such notice. In order to ensure that a notice is received by the Trustee on a particular day, the beneficial owner of Book-Entry Notes must so direct the applicable participant through which it holds an interest in such Book-Entry Note before such participant's deadline for accepting instructions for that day. Different firms may have different deadlines for accepting instructions from their customers. Accordingly, beneficial owners of Book-Entry Notes should consult the participants through which they own their interest in the Book-Entry Notes for the respective deadlines for such participants. All notices shall be executed by a duly authorized officer of such participant (with signature guaranteed) and shall be irrevocable. In addition, such beneficial owners of Book-Entry Notes shall effect delivery of such Book-Entry Notes at the time such notices of election are given to the Trustee by causing the participant to transfer such beneficial owner's interest in the Book-Entry Notes, on the Depositary's records, to the Trustee. Conveyance of notices and other communications by the Depositary to participants, by participants to indirect participants and by participants and indirect participants to beneficial owners of the Book-Entry Notes will be governed by agreements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. If applicable, the Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other securities laws or regulations in connection with any such repayment. The Company may at any time purchase Medium-Term Notes at any price or prices in the open market or otherwise. Medium-Term Notes so purchased by the Company may be held or resold or, at the discretion of the Company, may be surrendered to the Trustee for cancellation. Interest Rates and Payments. Each interest-bearing Medium-Term Note will bear interest from its original issue date at a fixed or variable rate as indicated in the applicable Pricing Supplement. The interest rate on any Note may not exceed nine (9%) percent per year, unless the Company applies for and receives an order of the Louisiana Public Service Commission ("LPSC") allowing a higher rate to be paid. Except as provided below with respect to certain first interest payments, interest will be payable semiannually on each Interest Payment Date and at maturity. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Unless otherwise provided in the applicable Pricing Supplement, interest will be payable generally to the person in whose name such Medium-Term Note is registered at the close of business on the regular record date (the March 1 or September 1 next preceding each Interest Payment Date), but interest payable at maturity (whether at stated maturity or earlier redemption) will be payable in immediately available funds to the person to whom principal is payable. The first payment of interest on any Medium-Term Note originally issued between a regular record date and an Interest Payment Date will be made on the Interest Payment Date following the next succeeding regular record date to the registered owner on such next regular record date. Principal and interest at maturity will be payable in immediately available funds, and Medium-Term Notes will be transferable, at the office of BONY, 101 Barclay Street, New York, New York 10286. 7 9 If an Interest Payment Date or the maturity date falls on a day that is not a Business Day, principal or interest payable with respect to such Interest Payment Date or maturity date will be paid on the next succeeding Business Day, and no interest will accrue with respect to such payment for the period after such Interest Payment Date or maturity date. Ranking; Limitation on Liens. The Medium-Term Notes will be unsecured and will rank pari passu with all other unsecured and unsubordinated indebtedness of the Company. As of the date hereof, the Company has issued and outstanding $85 million aggregate principal amount of its first mortgage bonds (the "Bonds") issued under and secured by an Indenture of Mortgage, dated as of July 1, 1950 (the "Original Bond Indenture"), as previously supplemented and amended by supplemental indentures (the Original Bond Indenture as so supplemented and amended being herein called the "Bond Indenture"), between the Company and First National Bank of Commerce (formerly The National Bank of Commerce in New Orleans), as trustee (the "Bond Trustee"). Holders of the Bonds would have a prior claim on certain material assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company. The Company will not issue, assume or guarantee any debt for money borrowed ("Debt") if such Debt is secured by any mortgage, security interest, pledge, lien or other encumbrance (a "mortgage") upon any property of the Company or any subsidiary or indebtedness issued by any subsidiary and owned by the Company or any other subsidiary, and the Company will not permit any subsidiary to issue, assume or guarantee any Debt secured by any mortgage upon any property of the Company or indebtedness issued by any subsidiary and owned by the Company, whether any such property or indebtedness is owned at the date of the Note Indenture or thereafter acquired, without effectively securing the Notes equally and ratably with (or prior to) such Debt. The foregoing restriction will not apply to mortgages on any property of any subsidiary except for property of such subsidiary that is used to secure Debt of the Company. The foregoing restriction also will not apply to (1) mortgages to secure Debt issued under the Company's Bond Indenture; (2) "permitted liens" as defined in the most recent supplement to the Bond Indenture; (3) mortgages on any property acquired, constructed or improved after the date of the Note Indenture which are created or assumed within 120 days after such acquisition or completion of such construction or improvement (or within six months thereafter pursuant to a firm commitment for financing arrangements entered into within such 120-day period) to secure or provide for the payment of the purchase price or cost of such construction or improvement incurred after the date of the Note Indenture, or existing mortgages on property acquired, provided such mortgages will not apply to any property theretofore owned by the Company or a subsidiary other than theretofore unimproved real property; (4) existing mortgages of a corporation merged with or into the Company or a subsidiary; (5) mortgages of any corporation existing at the time it becomes a subsidiary; (6) mortgages securing Debt owed by a subsidiary to the Company or to another subsidiary; (7) mortgages in favor of governmental bodies to secure advances or other payments pursuant to any contract or statute or to secure indebtedness incurred to finance the purchase price or cost of constructing or improving the property subject to such mortgages, including mortgages to secure Debt of the pollution control or industrial revenue bond type; (8) mortgages to secure loans to the Company or any subsidiary maturing within 12 months and made in the ordinary course of business; (9) mortgages existing on the date of the Note Indenture; (10) mortgages on any property (including any natural gas, oil or other mineral property) to secure all or part of the cost of exploration, drilling or development thereof or to secure Debt incurred to provide funds for any such purpose; (11) certain mortgages typically incurred in the ordinary course of business; or (12) mortgages for extending, renewing or replacing Debt secured by any mortgage referred to in the foregoing clauses (1) to (11) inclusive or in this clause (12), provided that the principal amount of Debt secured thereby may not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, plus the amount of any redemption or repurchase premiums incurred in retiring such Debt, and that the mortgage for such extension, renewal or replacement must be limited to the original property or indebtedness. Furthermore, such restriction will not apply to the issuance, assumption or guarantee by the Company or any subsidiary of Debt secured by a 8 10 mortgage which would otherwise be subject to the foregoing restriction up to an aggregate amount which, together with all other secured Debt (not including secured Debt permitted under the foregoing exceptions), does not exceed five percent of Consolidated Net Tangible Assets. "Consolidated Net Tangible Assets" is defined as the total amount of assets appearing on the consolidated balance sheet of the Company and its subsidiaries less the following: (a) reserves for depreciation and other asset valuation reserves but excluding reserves for deferred federal income taxes; (b) intangible assets such as goodwill, trademarks, trade names, patents and unamortized debt discount and expense; and (c) appropriate adjustments on account of minority interests of other persons holding voting stock in any subsidiary of the Company. Events of Default. The following constitute events of default under the Note Indenture: (1) default in the payment of principal of (and premium, if any, on) any Note when due and the continuation thereof for a period of three business days; (2) default in the payment of interest on any Note when due and the continuation thereof for a period of 30 days; (3) default in the performance or breach of any other covenant or warranty of the Company in the Note Indenture (other than a covenant or warranty included in the Note Indenture solely for the benefit of one or more series of Securities other than the Notes), and the continuation thereof for 60 days after written notice to the Company as provided in the Note Indenture; (4) default in the payment of principal of or interest on, or acceleration of, securities of any other series issued under the Note Indenture or any other mortgage, indenture or instrument or other evidence of indebtedness of the Company for borrowed money, in an aggregate amount exceeding $5 million, and the continuation thereof for 90 days after written notice to the Company as provided in the Note Indenture; and (5) certain events of bankruptcy, insolvency or reorganization. If an event of default occurs and is continuing, either the Note Trustee or the Holders of at least 25% in principal amount of the outstanding Notes may declare the principal amount of all Notes to be due and payable immediately. At any time after the declaration of acceleration with respect to the Notes has been made, but before a judgment or decree based on acceleration has been obtained, the Holders of a majority in principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration and its consequences. The Note Indenture provides that the Note Trustee generally will be under no obligation to exercise any of its rights or powers under the Note Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Note Trustee indemnity acceptable to the Note Trustee. The Holders of a majority in principal amount of the outstanding Notes generally will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, or exercising any trust or power conferred on the Note Trustee, with respect to the Notes. The right of a Holder of any Note to institute a proceeding with respect to the Note Indenture is subject to certain conditions precedent, but each Holder has an absolute right to receive payment of principal (and premium, if any) and interest when due (subject, in the case of interest, to certain limited exceptions) and to institute suit for the enforcement of any such payment. The Note Indenture provides that the Note Trustee, within 90 days after the occurrence of a default with respect to the Notes, is required to give the Holders of the Notes notice of such default, unless cured or waived, but, except in the case of default in the payment of principal of (and premium, if any) or interest on any Note, the Note Trustee may withhold such notice if it determines that it is in the interest of such Holders to do so. The Company is and will be required to furnish annually to the Note Trustee a statement as to the performance by the Company of certain of its obligations under the Note Indenture and as to any default in such performance. Consolidation, Merger, Sale or Conveyance. The Note Indenture provides that the Company may, without the consent of the Holders of the Notes, consolidate with, or transfer all or substantially all of its property and assets to, or merge into another corporation, only if in any such case (1) if the Company is not the continuing corporation, the successor corporation assumes by a 9 11 supplemental indenture the Company's obligations under the Note Indenture and (2) immediately after giving effect to such transaction no event of default, and no event which after notice or lapse of time or both would become an event of default, has occurred and is continuing. Modification and Waiver. Modification and amendment of the Note Indenture may be effected by the Company and the Note Trustee with the consent of the Holders of a majority in principal amount of the outstanding Notes affected thereby, provided that no such modification or amendment may, without the consent of the Holder of each outstanding Note affected thereby, (1) change the stated maturity of the principal of, or any installment of interest on, any Note or any premium payable on the redemption thereof, or change the redemption price; (2) reduce the principal amount of, or the interest payable on, any Note or reduce the amount of principal that could be declared due and payable prior to the stated maturity; (3) change the place or currency of any payment of principal of or any premium or interest on any Note; (4) impair the right to institute suit for the enforcement of any payment on or with respect to any Note, (5) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required to modify or amend the Note Indenture or to waive compliance with certain provisions of the Note Indenture; or (6) modify the foregoing requirements or reduce the percentage of outstanding Notes necessary to waive any past default to less than a majority. Modification and amendment of the Note Indenture may be effected by the Company and the Note Trustee without the consent of the Holders (a) to add to the covenants of the Company for the benefit of the Holders or to surrender a right or power conferred on the Company in the Note Indenture, (b) to secure the Notes, or (c) to make certain other modifications, generally of a ministerial or immaterial nature. Except with respect to certain fundamental provisions, the Holders of at least a majority in principal amount of outstanding Notes may waive past defaults under the Note Indenture and waive compliance by the Company with certain provisions of the Note Indenture. Book-Entry Notes. Each Medium-Term Note will be issued only in fully registered form and will be represented by a global certificate (a "Book-Entry Note") registered in the name of a nominee of The Depository Trust Company or other depository (the "Depositary"). Upon issuance, all Book-Entry Notes having the same original issue date, maturity date, redemption provisions, if any, and interest rate will be represented by a single global security. Book-Entry Notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Each global security representing Book-Entry Notes will be deposited with, or on behalf of, the Depositary and registered in the name of such Depositary or its nominee. Book-Entry Notes will not otherwise be issuable in definitive form. Unless otherwise specified in the applicable Pricing Supplement, the Depositary will be The Depository Trust Company, New York, New York. Ownership of beneficial interests in a global security representing Book-Entry Notes will be limited to institutions that have accounts with the Depositary or its nominee ("participants") or persons that may hold interests through participants. In addition, ownership of beneficial interests by participants in such a global security will only be evidenced by, and the transfer of that ownership interest will only be effected through, records maintained by the Depositary or its nominee for such global security. Ownership of beneficial interests in such a global security by persons that hold through participants will only be evidenced by, and the transfer of that ownership interest will only be effected through, records maintained by such participant. The principal amount of such ownership interest may be in a minimum amount of $1,000. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability to transfer beneficial interests in such a global security. The Company has been advised by the Depositary that upon the issuance of a global security representing Book-Entry Notes and the deposit of such global security with the Depositary, the Depositary will immediately credit, on its book-entry registration and transfer systems, the respective principal amounts of the Book-Entry Notes represented by such global security to the accounts of participants who have purchased such Book-Entry Notes. The accounts to be credited will be designated by the underwriters, agents or other persons through whom the Medium-Term Notes are 10 12 offered and sold or, to the extent that the Book-Entry Notes are offered and sold directly, by the Company. So long as the Depositary or its nominee is the registered owner of a Book-Entry Note, such Depositary or nominee, as the case may be, will be considered the sole owner of such Book-Entry Note for all purposes under the Note Indenture and such Book-Entry Note. Except as provided below, owners of beneficial interests in a Book-Entry Note will not be entitled to have Medium-Term Notes represented by such Book-Entry Note registered in their names, will not receive or be entitled to receive physical delivery of a Note represented by a certificate upon exchange or otherwise, and will not be considered the owners or Holders thereof under the Note Indenture. Accordingly, each person owning a beneficial interest in the Book-Entry Note must rely on the procedures of the Depositary and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a Holder of a Note under the Note Indenture. The Company understands that under existing industry practices, if the Company requests any action of Holders or if an owner of a beneficial interest in a Book-Entry Note desires to give or take any action which a Holder is entitled to give or take under the Note Indenture, the Depositary for such Book-Entry Note would authorize the participants holding the relevant beneficial interests to give or take such action, and such participants would authorize beneficial owners owning through such participants to give or take such actions or would otherwise act upon the instructions of beneficial owners holding through them. Principal, premium, if any, and interest payments on Book-Entry Notes registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee as the registered owner of such Book-Entry Notes. None of the Company, the Note Trustee, any paying agent or the security registrar for such Book-Entry Notes will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in such Book-Entry Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company expects that the Depositary for Book-Entry Notes or its nominee, upon receipt of any payment of principal, premium or interest in respect of a Book-Entry Note, will credit immediately participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Book-Entry Notes as shown on the records of the Depositary or its nominee. The Company also expects that payments by participants to owners of beneficial interests in such Book-Entry Notes held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participants. However, the Company has no control over the practices of the Depositary or the participants and there can be no assurance that such practices will not change. A Book-Entry Note is exchangeable for a note represented by a certificate only if (i) the Depositary with respect to such Book-Entry Note notifies the Company that it is unwilling or unable to continue as Depositary for such Book-Entry Note or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act and, in each case, a successor to the Depositary has not been appointed by the Company within 90 days of such notice or cessation, (ii) the Company determines at any time not to have Notes represented by one or more Book-Entry Notes, or (iii) the Company receives notice of acceleration of the indebtedness under the Notes in accordance with the terms of the Notes. The Depository Trust Company has advised the Company as follows: The Depositary is a limited-purpose trust company organized under New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. The Depositary was created to hold securities of its participants and to facilitate the clearance and 11 13 settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The Depositary's participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own the Depositary. Access to the Depositary's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Persons who are not participants may beneficially own securities held by the Depositary only through participants. PLAN OF DISTRIBUTION Under the terms of a Selling Agency Agreement (the "Selling Agency Agreement"), the Medium-Term Notes are offered on a continuous basis by the Company through Salomon Brothers Inc, First Chicago Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Smith Barney Inc. (collectively, the "Agents"), each of whom has agreed to use its reasonable efforts to solicit offers to purchase the Medium-Term Notes. The Company has agreed to pay each Agent a commission of .125% to .750% of the principal amount of each Medium-Term Note sold through such Agent, depending upon the maturity of the Medium-Term Note. Commissions on Medium-Term Notes with maturities in excess of 30 years will be agreed upon between the Company and the Agents at the time of sale and may exceed .750% of the principal amount of such Medium-Term Notes. The Company may also sell the Medium-Term Notes to any Agent, acting as principal, at a discount to be agreed upon at the time of sale, for resale to one or more investors or other purchasers at varying prices related to prevailing market prices at the time or times of resale, as determined by such Agent, or if agreed, at a fixed public offering price. The interest rate on any Note may not exceed nine (9%) percent per year, unless the Company applies for and receives an order of the LPSC allowing a higher rate to be paid. The Company may also sell the Notes directly to investors or other purchasers on its own behalf or through others. In the case of sales made directly by the Company, no commission or discount in lieu thereof will be paid or allowed. The Company has agreed to reimburse the Agents for certain expenses. The Company has reserved the right to sell Medium-Term Notes to or through one or more other agents. The identity of any other agent will be set forth in the Pricing Supplement relating to the Medium-Term Notes sold by such other agent. Any sales of Medium-Term Notes to or through other agents will be made in accordance with an agreement between the Company and such agents, the terms of which agreement will be substantially similar to those contained in the Selling Agency Agreement. The Company will have the sole right to accept offers to purchase Medium-Term Notes and may reject any proposed purchase of Medium-Term Notes in whole or in part. Each Agent will have the right, in its discretion reasonably exercised, to reject any offer to purchase Medium-Term Notes received by it, in whole or in part. No Note will have an established trading market when issued. The Company has advised the Agents that the Notes will not be listed on any securities exchange. Each Agent may make a market in the Notes, but such Agent is not obligated to do so and may discontinue any market-making at any time without notice. There can be no assurance of a secondary market for any Notes, or that the Notes will be sold. The Medium-Term Notes may be sold outside the United States. Each of the Agents has in the past engaged in transactions with and performed services for the Company in the ordinary course of business. The Company has agreed to indemnify each Agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments such Agent may be 12 14 required to make in respect thereof. Each Agent and any other agent may be deemed to be an "underwriter" within the meaning of the Securities Act of 1933, as amended. LEGAL OPINIONS Certain legal matters in connection with the sale of the Medium-Term Notes are being passed upon for the Company by Gordon, Arata, McCollam & Duplantis, L.L.P., New Orleans, Louisiana. The legality of the Medium-Term Notes will be passed upon for any underwriters, dealers or agents by Brown & Wood LLP, New York, New York. Brown & Wood LLP will rely as to all matters of Louisiana law upon the opinion of Gordon, Arata, McCollam & Duplantis, L.L.P. EXPERTS The consolidated balance sheets as of December 31, 1995 and 1994 and the consolidated statements of income, cash flows and changes in common shareholders' equity for each of the three years in the period ended December 31, 1995, and the related notes and schedule, which are included or incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1995, and which are incorporated by reference in this Prospectus, have been included herein in reliance on the reports (also incorporated by reference herein) of Coopers & Lybrand L.L.P., independent accountants, given on the authority of that firm as experts in auditing and accounting. 13 15 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS. See Index to Exhibits at page II-3. II-1 16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pineville and State of Louisiana, on the 10th day of December, 1996. CENTRAL LOUISIANA ELECTRIC COMPANY, INC. By: /s/ GREGORY L. NESBITT ---------------------------------------- Gregory L. Nesbitt President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------------------------------------------- --------------------------------- ------------------ /s/ GREGORY L. NESBITT President and Chief Executive December 10, 1996 - --------------------------------------------- Officer (Principal Financial (Gregory L. Nesbitt) Officer) /s/ JOHN L. BALTES, JR. Controller (Principal Accounting December 10, 1996 - --------------------------------------------- Officer) (John L. Baltes, Jr.) SHERIAN G. CADORIA* J. PATRICK GARRETT* F. BEN JAMES, JR.* HUGH J. KELLY* A. DELOACH MARTIN, JR.* The Board of Directors December 10, 1996 GREGORY L. NESBITT* ROBERT T. RATCLIFF* EDWARD M. SIMMONS* ERNEST L. WILLIAMSON* WILLIAM H. WALKER, JR.* *By: /s/ MICHAEL P. PRUDHOMME - --------------------------------------------- (Michael P. Prudhomme, as Attorney-in-Fact)
17 INDEX TO EXHIBITS The exhibits designated by an asterisk are filed herewith. The exhibits not so designated heretofore have been filed with the Commission and, pursuant to Rule 411(c) under the Securities Act and Rule 12b-32 under the Exchange Act, are incorporated herein by reference to the documents indicated following the description of such exhibits.
SEC FILE OR REGISTRATION REGISTRATION STATEMENT OR EXHIBIT NUMBER REPORT NUMBER ------------ ------------ ------ *1 -- Form of Selling Agency Agreement to be entered into by and among the Company and the Agents named therein 12 -- Statement of Computation of Ratio of 1-5663 10-Q 12 Earnings to Fixed Charges (3rd Quarter 1996) *23(c) -- Consent of Coopers & Lybrand L.L.P. *24 -- Power of Attorney of William H. Walker, Jr. *99 -- Order of the Louisiana Public Service Commission dated December 4, 1996.
EX-1 2 SELLING AGENCY AGREEMENT 1 EXHIBIT 1 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. $200,000,000 MEDIUM-TERM NOTES DUE MORE THAN ONE YEAR FROM DATE OF ISSUE SELLING AGENCY AGREEMENT December , 1996 New York, New York Salomon Brothers Inc Seven World Trade Center New York, NY 10048 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower New York, NY 10291-1311 Smith Barney Inc. 390 Greenwich Street New York, NY 10013 First Chicago Capital Markets, Inc. One First National Plaza Chicago, IL 60670 Dear Sirs: Central Louisiana Electric Company, Inc., a Louisiana corporation (the "Company"), confirms its agreement with each of you with respect to the issue and sale by the Company of its Medium-Term Notes due more than one year from Date of Issue (the "Notes"). As of the date hereof, the Company has authorized the issuance of up to $200,000,000 aggregate principal amount of Notes distributed through or sold to you pursuant to the terms of this Agreement. It is understood, however, that the Company may from time to time authorize the issuance of additional Notes and that such notes may be distributed through or sold to you pursuant to the terms of this Agreement, all as though the issuance of such Notes were authorized as of the date hereof. The Notes will be issued under an indenture (the "Indenture") dated as of October 1, 1988 between the Company and The Bank of New York (successor to Bankers Trust Company), as trustee (the "Trustee"). Unless otherwise set forth in a supplement to the prospectus referred to below, the Notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof, will be issued only in fully registered form and will have the annual interest rates, maturities and, if appropriate, other terms set forth in such supplement to the Prospectus. The Notes will be issued, and the terms thereof established, in accordance with the Indenture (unless a Terms Agreement (as defined in Section 2(b)) modifies or otherwise supersedes the procedures with respect to the Notes issued pursuant to such Terms Agreement). For the purposes of this Agreement, the term "Agent" shall refer to any of you acting solely in the capacity as agent for the Company pursuant to Section 2(a) and not as principal (collectively, the "Agents"), the term "Purchaser" shall refer to one of you acting solely as principal pursuant to Section 2(b) and not as agent, and the term "you" shall refer to you collectively whether at any time any of you is acting in both such capacities or in either such capacity. The Company and those of you that were party to the Selling Agency 1 2 Agreement dated February 27, 1992, as amended, agree and acknowledge that such Selling Agency Agreement is hereby terminated. 1. Representations and Warranties. The Company represents and warrants to, and agrees with, you as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (c) hereof. (a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "1933 Act"), and has filed with the Securities and Exchange Commission (the "Commission") a registration statement on such Form, including a basic prospectus, which has been declared effective by the Commission, for the registration under the 1933 Act of the Notes. Such registration statement, as amended at the date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act. In connection with the sale of Notes the Company proposes to file with the Commission pursuant to the applicable paragraph of Rule 424(b) under the 1933 Act further supplements to the Prospectus specifying the interest rates, maturity dates and, if appropriate, other terms of the Notes sold pursuant hereto or the offering thereof. (b) As of the Execution Time, on the Effective Date, when any supplement to the Prospectus is filed with the Commission, as of the date of each acceptance by the Company of an offer for the purchase of Notes (whether to an Agent as principal or through an Agent as agent) and as of the date of delivery of Notes (whether to an Agent as principal or an Agent as agent) (a "Closing Date") (each of the times referenced above being referred to hereafter as a "Representation Date"): (i) Due Incorporation. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Louisiana and has the corporate power and authority to own its properties and to conduct its business as described in the Registration Statement. (ii) Subsidiaries. The Company has no "Significant Subsidiaries", as such term is defined in Rule 405 of Regulation C of the rules and regulations under the 1933 Act (the "1933 Act Regulations"). (iii) Registration Statement and Prospectus. At the time the Registration Statement became effective, the Registration Statement complied, and as of the applicable Representation Date will comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the "1939 Act"), and the rules and regulations of the Commission promulgated thereunder. The Registration Statement, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective and any Annual Report on Form 10-K is filed by the Company with the Commission and as of the applicable Representation Date, will not, 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. The Prospectus, as of the date hereof does not, and as of the applicable Representation Date 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 were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any of you expressly for use in the Registration Statement or Prospectus or to that part of the Registration Statement which constitutes the Trustee's Statement of Eligibility and Qualification under the 1939 Act (the "Form T-1"). 2 3 (iv) Incorporated Documents. The documents incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, complied or, when so filed, will comply, as the case may be, in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations thereunder (the "1934 Act Regulations"), and, when read together and with the other information in the Prospectus, did not and will not 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, in the light of the circumstances under which they were or are made, not misleading. (v) Accountants. Coopers & Lybrand L.L.P., who have reported upon certain of the financial statements incorporated by reference in the Registration Statement, are independent public accountants as required by the 1933 Act and the 1933 Act Regulations. (vi) Financial Statements. The financial statements and supplemental schedules set forth in or incorporated by reference in the Registration Statement and Prospectus have been prepared from the books and records of the Company in accordance with generally accepted accounting principles consistently followed throughout the periods indicated (except as may be noted therein) and present fairly the financial position of the Company at the dates indicated and the results of its operations, its cash flows and changes in its capital for the periods then ended. (vii) Material Changes or Material Transactions. Since the respective dates as of which information is given in the Registration Statement and Prospectus, except as otherwise stated therein, (i) there has not been any material adverse change in the condition of the Company, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business and (ii) no material transaction has been entered into by the Company other than transactions contemplated by the Registration Statement and transactions in the ordinary course of business. (viii) No Defaults. The Company is not in violation of or in default under any term or provision of the Restated Articles of Incorporation or amended and restated bylaws of the Company, as amended, or of any mortgage, indenture, contract, agreement, instrument, judgment, decree or order applicable to the Company or of any statute, rule or regulation, where such violation or default would have a material adverse effect upon the properties, assets, business, prospects or condition (financial or otherwise) of the Company, and no event or condition has occurred or exists which, with the giving of notice or lapse of time or both, would result in any such violation or default which would have such an effect. (ix) Regulatory Approvals. The Louisiana Public Service Commission (the "LPSC") has authorized or, prior to any offering or sale of Notes by the Company, will have authorized, the issuance and sale of the Notes then being so offered or sold; and, other than approvals that may be required under state securities laws, no other approval of any regulatory public body, state or federal, including approval of the Federal Energy Regulatory Commission ("FERC") that may be required under the Federal Power Act, as amended, is necessary in connection with the issuance and sale of the Notes pursuant to this Agreement. (x) Legal Proceedings. Except as described in the Registration Statement, there is no material litigation or governmental proceeding involving or, to the knowledge of the Company, threatened against the Company which might reasonably be expected to result in any material adverse change in the financial condition, results or operations or business of the Company or which is required to be disclosed in the Registration Statement, and no notice has been given by any governmental authority of any proceeding to condemn any 3 4 material properties of the Company, and, to the knowledge of the Company, no such proceeding is contemplated. (xi) Good Title. The Company has good title (either by way of fee simple, leasehold, easement, right-of-way, grant, servitude, privilege, permit, franchise or license, as the case may be) to all its properties including, without limitation, the properties reflected in the most recent balance sheet of the Company incorporated by reference in the Registration Statement (except for such items thereof which have been disposed of since such date and which do not, in the aggregate, constitute a substantial amount) subject only to (i) the lien of the Indenture of Mortgage, dated as of July 1, 1950, as supplemented, from the Company to First National Bank of Commerce, as trustee, securing the Company's First Mortgage Bonds, and encumbrances permitted thereby and (ii) other encumbrances and defects which do not in the aggregate materially detract from the value of the properties of the Company or impair or interfere with the use of properties material to the business and operations of the Company. (xii) Regulatory Compliance. The Company is in substantial compliance with all federal and state environmental statutes, rules and regulations and, to the Company's knowledge, has received all required permits necessary for the operation of its business under such statutes, rules and regulations. (xiii) Authorization and Validity of the Notes. When issued, authenticated and delivered pursuant to the provisions of this Agreement and the Indenture against payment of the consideration therefor specified in the Prospectus or in any Terms Agreement, the Notes will have been duly authorized for issuance and sale pursuant to this Agreement and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); the Notes and the Indenture will be substantially in the form heretofore delivered to you and conform in all material respects to all statements relating thereto contained in the Prospectus; and the Notes will be entitled to the benefits provided by the Indenture. (xiv) Issuance of Notes. The consummation of the transactions contemplated by this Agreement and the performance of the Company's obligations hereunder will not result in any material violation of, or be in material conflict with or constitute a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of the Company that are material to the conduct of its business under the Restated Articles of Incorporation or amended and restated bylaws of the Company, as amended, or any material mortgage, contract, indenture, agreement or instrument to which the Company is a party or by which it is bound, or any judgment, order, statute, rule or regulation applicable to it of any court or governmental body or instrumentality having jurisdiction over it or its properties; the Company has full legal right, power and authority to enter into this Agreement and, upon any offer or sale by the Company of the Notes, shall have full legal right, power and authority to offer, issue, sell and deliver such Notes. (xv) 1935 Act. To the Company's knowledge, no person or corporation which is a "Holding Company" or a "Subsidiary Company" of a "Holding Company", within the meaning of such terms as defined in the Public Utility Holding Company Act of 1935 (the "1935 Act"), directly or indirectly owns, controls or holds with power to vote 10% or more of the outstanding voting securities of the Company, and the Company is not a "Holding Company" or a "Subsidiary Company" of a "Holding Company" as such terms are defined in the 1935 Act. 4 5 (c) The terms which follow, when used in this Agreement, shall have the meanings indicated. The term "the Effective Date" shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. The registration statement referred to in paragraph (a) above and the prospectus constituting a part thereof, and any prospectus supplements relating to the Notes, including in each case all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the 1934 Act or the 1933 Act or otherwise, are referred to herein as the "Registration Statement" and the "Prospectus", respectively. Additionally, however, and notwithstanding anything herein to the contrary, every reference herein to "registration statement" or "Registration Statement" shall, for all purposes hereof (including, but not limited to, the reading of each applicable representation and warranty and of each agreement with respect to indemnification and contribution), include and be deemed to refer to any further registration statements (and amendments and supplements thereto) which may be filed by the Company for the purpose of registering additional Notes and in connection with which this Agreement is included as an exhibit. 2. Appointment of Agents; Solicitation by the Agents of Offers to Purchase; Sales of Notes to a Purchaser.(a) Subject to the terms and conditions set forth herein, the Company hereby authorizes each of the Agents to act as its agent to solicit offers for the purchase of all or part of the Notes from the Company. On the basis of the representations and warranties, and subject to the terms and conditions set forth herein, each of the Agents agrees, as agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes from the Company upon the terms and conditions set forth in the Prospectus (and any supplement thereto). Each Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Company, but such Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Except as provided in Section 2(b), under no circumstances will any Agent be obligated to purchase any Notes for its own account. It is understood and agreed, however, that any Agent may purchase Notes as principal pursuant to Section 2(b). If the purchase price for any Note is not timely paid with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in The Depository Trust Company, acting on behalf of such purchaser), the settlement with respect to such Note will be reversed. If such failure shall have occurred for any reason other than a default by the Agent that presented such beneficial purchaser in the performance of its obligations hereunder, then the Company will reimburse such Agent on an equitable basis for the loss of the use of the funds during the period when they were credited to the account of the Company. The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase the Notes. Upon receipt of instructions from the Company, the Agents will forthwith suspend solicitation of offers to purchase Notes from the Company until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. 5 6 The Company agrees to pay such Agent a commission, on the Closing Date with respect to each sale of Notes by the Company as a result of a solicitation made by such Agent, in an amount equal to that percentage specified in Schedule I hereto of the aggregate principal amount of the Notes so sold by the Company. Subject to the provisions of this Section, offers for the purchase of Notes may be solicited by an Agent as agent for the Company at such time and in such amounts as such Agent deems advisable, subject to rejection by the Company of any such offer. The Company may from time to time offer Notes for sale otherwise than through an Agent; provided, however, that so long as this Agreement shall be in effect the Company shall not solicit or accept offers to purchase Notes through any agent other than an Agent, except, in connection with offers to purchase Notes received by the Company through any agent other than an Agent, the Company may accept any such offer made through such agent so long as the Company gives the Agents reasonable prior notice of such acceptance and any such agent enters into an agreement with the Company on terms which are substantially similar to those contained or incorporated in this Agreement. Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Notes received by such Agent as agent. The Company shall have the sole right to accept offers to purchase the Notes and may reject any such offer in whole or in part. If the Company shall default in its obligations to deliver Notes to a purchaser whose offer it has accepted, the Company shall indemnify and hold each of you harmless against any loss, claim or damage arising from or as a result of such default by the Company. (b) Unless otherwise agreed in connection with a particular sale of Notes, it is understood that the Agents will act as agents of the Company in connection with the sale of the Notes. Subject to the terms and conditions stated herein, whenever the Company and any Agent determine that the Company shall sell Notes directly to such Agent as principal, each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to such sale between the Company and the Purchaser. Each such supplemental agreement (which may be an oral or written agreement) is herein referred to as a "Terms Agreement". Each Terms Agreement shall describe (whether orally or in writing) the Notes to be purchased by the Purchaser pursuant thereto and shall specify the principal amounts of such Notes, the aggregate principal amount of such Notes, the maturity date of such Notes, the rate at which interest will be paid on such Notes, the dates on which interest will be paid on such Notes and the record date with respect to each such payment of interest, the Closing Date for the purchase of such Notes, the place of delivery of the Notes and payment therefor, the method of payment, whether the Notes will be redeemable at the option of the Company or any holder thereof and whether the delivery of opinions of counsel, certificates from the Company or its officers or a letter from the Company's independent public accountants as described in Section 6(b) will be required. Any such Terms Agreement may also specify the period of time referred to in Section 4(m). Any written Terms Agreement may be in the form attached hereto as Exhibit A. The Purchaser's commitment to purchase Notes shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Delivery of the Notes sold to the Purchaser pursuant to a Terms Agreement shall be made not later than the Closing Date agreed to in such Terms Agreement, against payment of funds to the Company in the net amount due to the Company for such Notes by the method and in the form agreed to between the Company and the Purchaser. Unless otherwise agreed to between the Company and the Purchaser in a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such Purchaser at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to an agency sale of a Note of identical maturity and (ii) may be resold by such Purchaser at varying prices from time to time. In connection with any resale of Notes purchased, a Purchaser may use a selling or dealer 6 7 group and may reallow any portion of the discount or commission payable pursuant hereto to dealers or other purchasers. (c) No provision contained in this Agreement shall impair the right of the Company, which shall be absolute, to solicit on its own behalf and accept offers to purchase Notes, and in no such event shall commissions be payable to an Agent except in the case of the issuance and sale of a Note resulting from a solicitation made by such Agent. 3. Offering and Sale of Notes. Settlement procedures shall be agreed to by the Company and the Agents from time to time, provided, that upon the acceptance of an offer to purchase Notes, whether as an Agent as principal or an Agent as agent, such Agent shall deliver to the Company the terms of any such purchase as soon as practicable after the determination of such terms. Each of you and the Company agrees to perform the respective duties and obligations agreed to pursuant to the immediately preceding sentence. 4. Agreements. The Company agrees with you that: (a) Prior to the termination or suspension of the offering of the Notes (including by way of resale by a Purchaser of Notes), the Company will not file any amendment to the Registration Statement or supplement to the Prospectus (except for (i) periodic or current reports filed under the 1934 Act, or (ii) a supplement relating to any offering of Notes providing solely for the specification of or a change in the maturity dates, interest rates, issuance prices or other similar terms of any Notes unless the Company has furnished each of you a copy for your review prior to filing and given each of you a reasonable opportunity to comment on any such proposed amendment or supplement. Each of you shall make your responses thereto, if any, promptly. Subject to the penultimately preceding sentence, the Company will cause each supplement to the Prospectus relating to an offering of Notes that is to be filed pursuant to the applicable paragraph of Rule 424(b) under the 1933 Act to be filed with the Commission within the time period prescribed by such rule and will provide evidence satisfactory to you of such filing. The Company will promptly advise each of you (i) when the Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b), (ii) when, prior to the termination of the offering of the Notes, any amendment of the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening by direct communication with the Company of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening by direct communication with the Company of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Notes is required to be delivered under the 1933 Act, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or to supplement the Prospectus to comply with the 1933 Act or the 1934 Act or the respective rules thereunder, the Company promptly will (i) notify each of you to suspend solicitation of offers to purchase Notes (and, if so notified by the Company, each of you shall forthwith suspend such solicitation and any sales of Notes any of you may hold as principal and cease using the Prospectus as then supplemented), (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance and (iii) supply any supple- 7 8 mented Prospectus to each of you in such quantities as you may reasonably request. You will, upon the filing of such amendment or supplement with the Commission or upon the effectiveness of an amendment to the Registration Statement, if such an amendment is required, resume your obligation to solicit offers to purchase Notes hereunder, subject to the second paragraph of Section 2 hereof. (c) The Company, during the period when a prospectus relating to the Notes is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and will furnish to each of you copies of such documents. In addition, on or prior to the date on which the Company makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Company proposes to describe, in a document filed pursuant to the 1934 Act, the Company will furnish to each of you the information contained or to be contained in such announcement or document. The Company also will furnish to each of you copies of all other material press releases or announcements to the general public. The Company will immediately notify each of you of (i) any decrease in the rating of the Notes or any other debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the 1933 Act) or (ii) any public notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, as soon as the Company learns of any such decrease or notice. (d) As soon as practicable, but not later than 90 days after the close of the period covered by the earnings statement, the Company will make generally available to its security holders and to each of you an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 under the 1933 Act. (e) The Company will furnish to each of you and your counsel, without charge, copies of the Registration Statement (including exhibits thereto) as you may reasonably request and, so long as delivery of a prospectus may be required by the 1933 Act, as many copies of the Prospectus and any supplement thereto as you may reasonably request so long as you are required to deliver a Prospectus in connection with sales or solicitations of offers to purchase the Notes. (f) The Company will endeavor, in cooperation with the Agents, to arrange for the qualification of the Notes for sale under the laws of such jurisdictions of the United States of America as any of you may designate, will maintain such qualifications in effect so long as required for the distribution of the Notes, and will endeavor, in cooperation with the Agents, to arrange for the determination of the legality of the Notes for purchase by institutional investors; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (g) The Company shall furnish to each of you such information, documents, certificates of officers of the Company and opinions of counsel for the Company reasonably related to the Company's business in the context of a distribution of the Notes, the Registration Statement, the Prospectus, and any amendments thereof or supplements thereto, the Indenture, the Notes, this Agreement and the performance by the Company and you of its and your respective obligations hereunder and thereunder as any of you may from time to time and at any time prior to the termination of this Agreement reasonably request. (h) The Company shall, whether or not any sale of the Notes is consummated, (i) pay all expenses incident to the performance of its obligations under this Agreement, including the fees and disbursements of its accountants and counsel, the cost of printing or other production and delivery of the Registration Statement, the Prospectus, all amendments thereof and supplements thereto, the Indenture and this Agreement, the cost of preparing, printing, packaging and 8 9 delivering the Notes, the fees and disbursements, including fees of counsel for the Agents, incurred in compliance with Section 4(f), the fees and disbursements of the Trustee and the fees of any agency that rates the Notes, (ii) reimburse each of you as requested for all out-of-pocket expenses (including without limitation advertising expenses), if any, incurred by you with the approval of the Company in connection with this Agreement and (iii) pay the reasonable fees and expenses of your counsel incurred in connection with this Agreement. (i) Each acceptance by the Company of an offer to purchase Notes will be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance, as though made at and as of such time, and a covenant that such representations and warranties will be true and correct at the time of delivery to the purchaser of the Notes relating to such acceptance, as though made at and as of such time (it being understood that for purposes of the foregoing affirmation and covenant such representations and warranties shall relate to the Registration Statement and Prospectus as amended or supplemented at each such time). Each such acceptance by the Company of an offer for the purchase of Notes shall be deemed to constitute an additional representation, warranty and agreement by the Company that, as of the settlement date for the sale of such Notes, after giving effect to the issuance of such Notes and of any other Notes to be issued on or prior to such settlement date, the aggregate amount of Notes which have been issued and sold by the Company will not exceed the amount of securities registered pursuant to the Registration Statement. (j) Each time that the Registration Statement or the Prospectus is amended or supplemented (other than by an amendment or supplement relating to a Current Report on Form 8-K (unless in the reasonable judgment of the Agents, the information contained therein is material to the offering of the Notes) providing solely for the specification of or a change in the maturity dates, the interest rates, the issuance prices or other similar terms of any Notes sold pursuant hereto or relating to a sale of Notes directly to a purchaser by the Company on its own behalf), the Company will deliver or cause to be delivered promptly to each of you a certificate of the Company, signed by the President or the Executive Vice President and the principal financial or accounting officer of the Company, dated the date of the effectiveness of such amendment or the date of the filing of such supplement, in form reasonably satisfactory to you, of the same tenor as the certificate referred to in Section 5(e) but modified to relate to the last day of the fiscal quarter for which financial statements of the Company were last filed with the Commission and to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement or, in lieu thereof, a certificate stating that the statements in the last such certificate are true and correct at the time of such amendment or supplement, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time). (k) Each time that the Registration Statement or the Prospectus is amended or supplemented (other than by an amendment or supplement (i) providing solely for the specification of or a change in the maturity dates, the interest rates, the issuance prices or other similar terms of any Notes sold pursuant hereto, (ii) relating to a sale of Notes directly to a purchaser by the Company on its own behalf, (iii) relating to a Current Report on Form 8-K (unless in the reasonable judgment of the Agents, the information contained therein is material to the offering of the Notes) or (iv) setting forth or incorporating by reference financial statements or other information as of and for a fiscal quarter, unless, in the case of clause (iv) above, in the reasonable judgment of any of you, such financial statements or other information are of such a nature that an opinion of counsel should be furnished), the Company shall furnish or cause to be furnished promptly to each of you a written opinion of counsel of the Company last furnishing the opinion referred to in Section 5(b) hereof or other counsel satisfactory to each of you, dated the date of the effectiveness of such amendment or the date of the filing of such 9 10 supplement, in form satisfactory to each of you, in your reasonable judgment, of the same tenor as the opinion referred to in Sections 5(b) but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement or, in lieu of such opinion, Gordon, Arata, McCollam & Duplantis, L.L.P., or such other counsel who last rendered such a written opinion, may furnish each of you with a letter to the effect that you may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion will be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement). (l) Each time that the Registration Statement or the Prospectus is amended or supplemented to include or incorporate amended or supplemental financial information, the Company shall cause its independent public accountants promptly to furnish each of you a letter, dated the date of the effectiveness of such amendment or the date of the filing of such supplement, in form satisfactory to each of you, in your reasonable judgment, of the same tenor as the letter referred to in Section 5(f) with such changes as may be necessary to reflect the amended and supplemental financial information included or incorporated by reference in the Registration Statement and the Prospectus, as amended or supplemented to the date of such letter; provided, however, that, if the Registration Statement or the Prospectus is amended or supplemented solely to include or incorporate by reference financial information as of and for a fiscal quarter, the Company's independent public accountants may limit the scope of such letter, which shall be satisfactory in form to each of you, in your reasonable judgment, to the unaudited financial statements, the related portions of "Management's Discussion and Analysis of Financial Condition and Results of Operations" and any other information of an accounting, financial or statistical nature included in such amendment or supplement, unless, in the reasonable judgment of any of you, such letter should cover other information or changes in specified financial statement line items. (m) During the period between the date of a Terms Agreement and the Closing Date applicable to such Terms Agreement, the Company shall not, without the prior consent of the Purchaser thereunder, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any debt securities issued or guaranteed by the Company (other than the Notes being sold pursuant to such Terms Agreement; Industrial Development Board of the Parish of Rapides, Inc. Adjustable Tender Pollution Control Revenue Refunding Bonds (Central Louisiana Electric Company, Inc. Project) Series 1991; Parish of DeSoto, Louisiana Adjustable Tender Pollution Control Revenue Refunding Bonds (Central Louisiana Electric Company, Inc. Project) Series 1991A and Series 1991B, or any debt securities issued in replacement thereof; commercial paper in the ordinary course of business or any bank borrowings). (n) The Company shall not be required to comply with the provisions of subsections (b), (c), (g) and (l) of this Section 4 during any period from the time (i) the Agents shall have suspended solicitation or purchases of the Notes in their capacity as agents pursuant to a request from the Company and (ii) none of you shall then hold any Notes as principal purchased pursuant to a Terms Agreement, to the time the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with one or more of you. 5. Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, on the Effective Date, when any supplement to the Prospectus is filed with the Commission and as of each Closing Date with respect to any Terms Agreement, to the accuracy of the statements of the Company made in any certificates 10 11 pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have furnished to each Agent the opinion of Gordon, Arata, McCollam & Duplantis, L.L.P., counsel for the Company, or other counsel satisfactory to each Agent, dated the Execution Time, to the effect that: (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Louisiana and has all corporate power and authority necessary to own its properties and to conduct the business in which it is engaged as described in the Prospectus. (ii) To their knowledge, after due inquiry, there is no jurisdiction where the character of the properties owned or the nature of the business conducted by the Company makes necessary the license or qualification of the Company as a foreign corporation. (iii) This Agreement (and the Terms Agreement, if applicable) has been duly authorized, executed and delivered by the Company. (iv) The Indenture has been duly authorized, executed and delivered by the Company. (v) The Company has taken all necessary corporate action to authorize the execution and delivery of the Notes. (vi) Other than in connection with the provisions of securities or "blue sky" laws of any jurisdiction in which it is proposed that the Notes be offered and other than the required order or orders of the LPSC referred to below, no approval, authorization, consent or order of any public board, body or agency of the State of Louisiana is legally required as of the date hereof for the issuance and sale of the Notes, or the performance by the Company of its agreements in this Agreement or in the Indenture. (vii) The Company is subject to the jurisdiction of the LPSC and must obtain the prior approval by the LPSC of the issuance of Notes with maturities that exceed one year. The order of the LPSC with respect to the issuance of the Company's debt securities described therein (the "LPSC Order"), is in full force and effect. (viii) With immaterial exceptions, the Company has valid and subsisting franchises, consents, certificates and permits, free from burdensome conditions or restrictions, sufficient to enable it to carry on its business in the State of Louisiana and in the communities, parishes and other governmental subdivisions thereof in which it operates. (ix) The execution and delivery of the Indenture and this Agreement (or a Terms Agreement, if applicable) by the Company and, assuming no change in facts existing on the date hereof, the execution and delivery of the Notes by the Company and the performance by the Company of its agreements therein or herein will not (a) breach or result in a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company that are described in the Registration Statement and the Prospectus under, any existing obligation of the Company under any indenture, agreement or instrument known to them to which the Company is a party or by which it is bound, (b) breach or otherwise violate any order known to them and applicable to the Company in effect on the date hereof of any court or governmental body or instrumentality of the State of Louisiana having jurisdiction over the Company or its 11 12 properties, (c) violate (i) the Restated Articles of Incorporation or the Amended and Restated Bylaws of the Company, each as amended to date, or (ii) any statute of the State of Louisiana in effect on the date hereof, or any rule or regulation, in effect on the date hereof applicable to the Company of any governmental body or instrumentality of the State of Louisiana having jurisdiction over the Company or its properties, (d) breach or otherwise violate any order known to them and applicable to the Company in effect on the date hereof of any court or governmental body or instrumentality of the federal government of the United States of America having jurisdiction over the Company or its properties or (e) violate any statute of the federal government of the United States of America in effect on the date hereof, or any rule or regulation, in effect on the date hereof applicable to the Company of any governmental body or instrumentality of the federal government of the United States of America having jurisdiction over the Company or its properties. (x) The terms and provisions of each Specimen Note conform in all material respects to the descriptions thereof contained in the Registration Statement and Prospectus. (xi) No approval, authorization, consent or order of any public board, body or agency of the federal government of the United States of America is legally required as of the date hereof for the issuance and sale of the Notes or the performance by the Company of its agreements in this Agreement or in the Indenture. (xii) (a) The Registration Statement has become effective under the 1933 Act and, to their knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the 1933 Act; (b) the Registration Statement and the Prospectus (other than (i) the financial statements and schedules, including the notes thereto, the auditors' report thereon and the related summary of accounting policies, contained or incorporated by reference therein and (ii) the other financial and statistical information contained or incorporated by reference therein, as to which no opinion need be rendered) appear on their face to comply as to form in all material respects with the requirements of Form S-3, the applicable rules and regulations with respect thereto under the 1939 Act and the 1933 Act Regulations, to the extent that such requirements, rules and regulations are applicable to the forms thereof. (xiii) They do not know of any contracts of a character required to be described in the Registration Statement or Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement which are not described, filed or incorporated by reference as required. (xiv) They do not know of any legal proceedings pending or threatened against the Company of a character which are required to be disclosed in the Registration Statement and Prospectus which have not been disclosed therein. (xv) The Company is not a "Holding Company" or a "Subsidiary Company" of a "Holding Company" as such terms are defined in the 1935 Act. (xvi) The issuance and sale of Notes with maturities that exceed one year do not require approval of the FERC under the provisions of the FPA. (xvii) The Indenture is qualified under the 1939 Act. (c) Each Agent shall have received from Brown & Wood LLP, counsel for the Agents, or other counsel satisfactory to each Agent, such opinion or opinions, dated the date hereof, with respect to matters set forth in clauses (i), (x), (xii), and (xvii) of subparagraph (b) of this Section 5, and to the effect that: (i) Assuming that the execution and delivery by the Company of this Agreement have been duly authorized by all necessary corporate action on the part of the Company, this 12 13 Agreement (including the Terms Agreement, if applicable) constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except insofar as enforceability of the indemnification and contribution provisions hereof may be limited under applicable federal or state securities laws and except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) Assuming that the execution and delivery by the Company of the Indenture have been duly authorized by all necessary corporate action on the part of the Company, the Indenture constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iii) The specimen note attached as Annex A (book-entry/global note) to the officer's certificate of the Company of even date herewith delivered to the Trustee in accordance with Sections 103 and 301 of the Indenture (the "Specimen Note") is in the form and contains the terms required by the Indenture, and such Note in the form of the Specimen Note, when such Note has been executed by the Company and authenticated by the Trustee as specified in the Indenture, will on the date of its issuance (assuming no change in the facts or in the law and governmental rules and regulations in either case in existence on the date hereof) properly evidence the indebtedness represented thereby. Assuming that the execution and delivery of the Notes have been duly authorized by all necessary corporate action on the part of the Company, when each Note has been executed by the Company and authenticated by the Trustee as specified in the Indenture and delivered against payment of the consideration therefor determined in accordance with this Agreement (and the Terms Agreement, if applicable), it will be on its date of issuance (assuming no change in the facts or in the law and governmental rules and regulations in either case in existence on the date hereof) a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, and will be entitled to the benefit of the Indenture, subject only to the exceptions stated in clause (ii) above. In giving such opinion, Brown & Wood LLP may rely as to matters of Louisiana law upon the opinion of Gordon, Arata, McCollam & Duplantis, L.L.P., or such other satisfactory counsel, as referred to above. (d) In giving their opinions required by subsections (b) and (c) of this Section 5, each such counsel shall additionally state that nothing has come to their attention that would lead them to believe that (a) the Registration Statement, at the time it became effective, and if an amendment to the Registration Statement or an Annual Report on Form 10-K has been filed by the Company with the Commission subsequent to the effectiveness of the Registration Statement, then at the time such amendment became effective or at the time of the most recent such filing (other than (i) the financial statements and schedules, including the notes thereto, the auditors' report thereon and the related summary of accounting policies, contained or incorporated by reference therein, (ii) the other financial and statistical information contained or incorporated by reference therein, and (iii) the exhibits thereto, as to which no statement need be made) 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 (b) the Prospectus, as amended or supplemented at the date hereof, or (if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 6(b) hereof) at the date of any Terms Agreement and at the Closing Date with respect thereto, as the case may be (other than (i) the financial statements and schedules, including the notes thereto, the 13 14 auditors' report thereon and the related summary of accounting policies, contained or incorporated by reference therein and (ii) the other financial and statistical information contained or incorporated by reference therein, as to which no statement need be made), contains an untrue statement of a material fact 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. (e) At the date hereof and at each Closing Date with respect to any Terms Agreement, there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus or since the date of such Terms Agreement, any material adverse change in the condition, financial or otherwise, of the Company, or in the earnings, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business; and the Agents shall have received a certificate of the President, the Vice President serving as the Chief Financial Officer of the Company, or the Treasurer of the Company to the effect (i) that there has been no such material adverse change, (ii) that the other representations and warranties of the Company contained in Section 1 are true and correct with the same force and effect as though expressly made at and as of the date of such certificate, (iii) that the Company has complied with all agreements and satisfied all conditions pursuant to this Agreement on its part to be performed or satisfied at or prior to the date of such certificate, and (iv) that no stop order suspending the effectiveness of the Registration Statement has been issued and, to the best of his knowledge, no proceedings for that purpose have been initiated or threatened by the Commission. (f) On the date hereof, the Agents shall have received a letter from its independent accountants dated as of the date hereof and in form and substance satisfactory to the Agents, to the effect that: (i) they are independent public accountants as required by the 1933 Act and the 1933 Act Regulations; (ii) that, in their opinion, the financial statements and supporting schedules examined by them and incorporated by reference in the Registration Statement and covered by their opinion in the Company's most recent Annual Report on Form 10-K comply as to form in all material respects with the applicable accounting requirements of the 1934 Act and the 1934 Act Regulations; (iii) that on the basis of a reading of the latest available unaudited interim financial statements prepared by the Company, a reading of all minutes of meetings of the shareholders, the Board of Directors and the Executive and Audit Committees of the Board of Directors of the Company, discussions with officers of the Company responsible for financial and accounting matters, and other specified procedures described in such letter, nothing came to their attention which caused them to believe that (A) as of the date of the latest available unaudited interim financial statements prepared by the Company, there was any change in the capital stock or long-term debt of the Company, except for (I) the issuance of Common Stock of the Company pursuant to the Company's 1981 Incentive Stock Option Plan or its 1990 Long-Term Incentive Compensation Plan, (II) any subsequent redemption, purchase, conversion and cancellation of shares of the Company's preferred stock pursuant to sinking fund, purchase fund or ESOP provisions relating to such preferred stock and (III) any maturities of the Company's first mortgage bonds and notes and purchases thereof by the Company to meet sinking fund provisions relating thereto, or any decrease in its net assets, in each case as compared with amounts shown in the most recent balance sheet information contained in or incorporated by reference in the Registration Statement, or (B) for the twelve-month period ending on the date of the latest available unaudited interim financial statements prepared by the Company there was any decrease, as compared with the twelve-month period ended the last day of the Company's 14 15 last fiscal year in operating revenues, operating income, income before interest charges, net income, net income applicable to common stock or net income per average common share, except in all instances for changes or decreases which the Registration Statement discloses have occurred or may occur; (iv) that on the basis of inquiries of officers or the Company responsible for financial and accounting matters and a reading of the minutes as described above, nothing has come to their attention which caused them to believe that (A) at a specified date not more than five business days prior to the date of such letter there was any change in the capital stock or long-term debt of the Company or any decrease in its net assets as compared with the amounts shown in the latest available unaudited financial statements, (B) for the period from the date of the latest available unaudited financial statements to a specified date not more than five business days prior to the date of such letter there was any decrease as compared with the corresponding period in the preceding year in operating revenues, or (C) for a period of twelve months ended on a specific date not more than five business days prior to the date of such letter there was any decrease as compared with the corresponding period of the preceding year in operating revenues, operating income, income before interest charges, net income, net income applicable to common stock or net income per average common share, except in all instances for changes or decreases which the Registration Statement discloses have occurred or may occur and except for (I) the issuance of common stock of the Company pursuant to the Company's 1981 Incentive Stock Option Plan or its 1990 Long-Term Incentive Compensation Plan, (II) any subsequent redemption, purchase, conversion and cancellation of shares of the Company's preferred stock pursuant to sinking fund, purchase fund or ESOP provisions relating to such preferred stock and (III) any maturities of the Company's first mortgage bonds and notes and purchases thereof by the Company to meet sinking fund provisions relating thereto; (v) that the ratios of earnings to fixed charges set forth in the Prospectus under the caption "Selected Financial Information" (and in any supplement to the Prospectus under the caption "Selected Financial Information: Additional Information", if applicable) are arithmetically correct and that the computation of said ratios complies as to form in all material respects with the 1933 Act Regulations; and (vi) the results of carrying out specified procedures, described in such letter, performed for the purpose of comparing specified financial information (which is limited to financial information derived from general accounting records of the Company) set forth in certain sections of the Registration Statement or incorporated therein by reference with the financial statements or accounting records of the Company, excluding any questions of legal interpretation. (g) Other Documents. On the date hereof and on each Closing Date with respect to any applicable Terms Agreement, counsel to the Agents shall have been furnished with such documents and opinions as such counsel may reasonably require for the purpose of enabling such counsel to pass upon the issuance and sale of Notes as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of Notes as herein contemplated shall be satisfactory in form and substance in the reasonable judgment of the Agents and to counsel to the Agents. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by any of the Agents as to itself and any Terms Agreement may be terminated by the Purchaser or Purchasers party thereto by notice to the Company at any time and any such termination shall be without liability of any party to any other party, except that the covenant set forth in Section 4(d) hereof, the provisions of Sec- 15 16 tion 4(h) hereof, the indemnity and contribution agreement set forth in Section 8 hereof, and the provisions of Sections 10 and 13 hereof shall remain in effect. 6. Conditions to the Obligations of the Purchaser. The obligations of the Purchaser to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein as of the date of the related Terms Agreement and as of the Closing Date for such Notes, to the performance and observances by the Company of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) To the extent agreed to in writing between the Company and the Purchaser in a Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the effect set forth in Section 5(e) (except that references to the Prospectus shall be to the Prospectus as supplemented as of the date of such Terms Agreement), (ii) the opinion of Gordon, Arata, McCollam & Duplantis, L.L.P. counsel for the Company, or other counsel satisfactory to each Agent, dated as of the Closing Date, to the effect set forth in Section 5(b), or in lieu of such opinion, Gordon, Arata, McCollam & Duplantis, L.L.P. or other counsel satisfactory to each of you may furnish each of you with a letter, dated as of the Closing Date, authorizing reliance to the effect set forth in Section 5(b) hereof, (iii) the opinion of Brown & Wood LLP, counsel for the Purchaser, or other counsel satisfactory to the Purchaser, dated as of the Closing Date, to the effect set forth in Section 5(c), and (iv) the letter of the independent accountants for the Company, dated as of the Closing Date, to the effect set forth in Section 5(f). If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and an applicable Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be effective when given to the Company in writing by mail or facsimile transmission or by telephone confirmed in writing. 7. Right of Person Who Agreed to Purchase to Refuse to Purchase. The Company agrees that any person who has agreed to purchase and pay for any Note pursuant to a solicitation by any of the Agents shall have the right to refuse to purchase such Note if, at the Closing Date therefor, any condition set forth in Section 5 or 6, as applicable, shall not be satisfied. 8. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each of you, the directors, officers, employees and agents of each of you and each person who controls each of you within the meaning of either the 1933 Act or the 1934 Act against any and all losses, claims, damages or liabilities, joint or several, to which you, they or any of you or them may become subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon 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 case of the Prospectus or any supplement thereto, in light of the circumstances under which such statement was made) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or 16 17 defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by any of you specifically for inclusion therein or in reliance upon the Form T-1. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each of you agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement and each person, if any, who controls the Company within the meaning of either the 1933 Act or the 1934 Act, to the same extent as the foregoing indemnity from the Company to you, but only with reference to written information relating to such of you furnished to the Company by or on behalf of such of you specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which you may otherwise have. The Company acknowledges that the statements set forth in the last paragraph of the cover page, and under the heading "Plan of Distribution", of the Prospectus constitute the only information furnished in writing by any of you for inclusion in the documents referred to in the foregoing indemnity, and you confirm that such statements are correct. (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent the indemnifying party did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory in the reasonable judgment of the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. 17 18 (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is held unenforceable or is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and each of you agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which the Company and one or more of you may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company and by each of you from the offering of the Notes from which such Losses arise; provided, however, that in no case shall any of you be responsible for any amount in excess of the commissions received by such of you in connection with the Notes from which such Losses arise (or, in the case of Notes sold pursuant to a Terms Agreement, the aggregate commissions that would have been received by such of you if such commissions had been payable). If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and each of you shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and of each of you in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) of the Notes from which such Losses arise, and benefits received by each of you shall be deemed to be equal to the total commissions received by such of you in connection with the Notes from which such Losses arise (or, in the case of Notes sold pursuant to a Terms Agreement, the aggregate commissions that would have been received by such of you if such commissions had been payable). Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by the Company or any of you. The Company and each of you agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls any of you within the meaning of the 1933 Act or the 1934 Act and each director, officer, employee and agent of any of you shall have the same rights to contribution as you and each person who controls the Company within the meaning of either the 1933 Act or the 1934 Act, each officer of the Company who shall have signed the Registration Statement, each director of the Company and each person, if any, who controls the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). 9. Termination; Amendment. (a) This Agreement will continue in effect until terminated as provided in this Section 9. This Agreement may be terminated by either the Company as to any of you or any of you insofar as this Agreement relates to such of you, by giving written notice of such termination to such of you or the Company, as the case may be. This Agreement shall so terminate at the close of business on the first business day following the receipt of such notice by the party to whom such notice is given. In the event of such termination, no party so terminated shall have any liability to any other party so terminated, except as provided in the fourth paragraph of Section 2(a), Section 4(d), Section 4(h), Section 8, Section 10 and Section 13. This Agreement may be amended by the written agreement of the parties hereto. (b) Each Terms Agreement (whether oral or written) shall be subject to termination by the Purchaser, by notice given to the Company prior to delivery of any payment for any Note to be purchased thereunder, if prior to such time (i) there shall have occurred, subsequent to the agreement to purchase such Note, any material adverse change, or any change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business, (ii) there shall have been, subsequent to the agreement to purchase such Note, any decrease in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the 1933 Act) or any notice publicly given of any intended or potential decrease 18 19 in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change, (iii) trading in the Company's common stock shall have been suspended by the Commission or a national securities exchange or trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Pacific Stock Exchange shall have been suspended or minimum prices shall have been established on either of such Exchanges, (iv) a banking moratorium shall have been declared either by Federal or Louisiana or New York State authorities, or (v) there shall have occurred any outbreak or material escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the reasonable judgment of the Purchaser, impracticable to proceed with the offering or delivery of such Notes as contemplated by the Prospectus (exclusive of any supplement thereto). 10. Survival of Certain Provisions. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of each of you set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any of you or the Company or any of the directors, officers, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of Sections 4(d), 4(h), 8 and 13 hereof and this Section 10 shall survive the termination or cancellation of this Agreement. The provisions of this Agreement applicable to any purchase of a Note for which an agreement to purchase exists prior to the termination hereof shall survive any termination of this Agreement. If at the time of termination of this Agreement any Purchaser shall own any Notes with the intention of selling them, the provisions of Section 4 shall remain in effect until such Notes are resold. 11. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to any of you, will be mailed, delivered, transmitted via facsimile or telegraphed and confirmed to such of you, at the address specified in Schedule I hereto; or, if sent to the Company, will be mailed, delivered, transmitted via facsimile or telegraphed and confirmed to it at the address specified in Schedule I hereto. 12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, their respective successors, the directors, officers, employees, agents and controlling persons referred to in Section 8 hereof and no other person will have any right or obligation hereunder. 13. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York. 19 20 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and each of you. Very truly yours, CENTRAL LOUISIANA ELECTRIC COMPANY, INC. By: ----------------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date hereof. Salomon Brothers Inc By: -------------------------------- Name: Title: Merrill Lynch, Pierce, Fenner & Smith Incorporated By: -------------------------------- Name: Title: Smith Barney Inc. By: -------------------------------- Name: Title: First Chicago Capital Markets, Inc. By: -------------------------------- Name: Title: 20 21 SCHEDULE I COMMISSIONS: The Company agrees to pay each Agent a commission equal to the following percentage of the principal amount of each Note sold on an agency basis by such Agent:
TERM COMMISSION RATE ---- --------------- From 1 year but less than 18 months................................. .125% From 18 months but less than 2 years................................ .150% From 2 years but less than 3 years.................................. .200% From 3 years but less than 4 years.................................. .250% From 4 years but less than 5 years.................................. .350% From 5 years but less than 6 years.................................. .450% From 6 years but less than 7 years.................................. .500% From 7 years but less than 8 years.................................. .550% From 8 years but less than 9 years.................................. .600% From 9 years but less than 10 years................................. .600% From 10 years but less than 15 years................................ .625% From 15 years but less than 20 years................................ .700% From 20 years to 30 years........................................... .750% In excess of 30 years............................................... *
- --------------- * To be negotiated at the time of sale. Unless otherwise specified in the applicable Terms Agreement, the discount or commission payable to a Purchaser shall be determined on the basis of the commission schedule set forth above. ADDRESS FOR NOTICE TO YOU: Notices to Central Louisiana Electric Company, Inc. shall be directed to it at 2030 Donahue Ferry Road, Pineville, LA 71360, Attention of Director, Financing and Cash Management. Notices to Salomon Brothers Inc shall be directed to it at Seven World Trade Center, New York, New York 10048, Attention of the Medium-Term Note Department. Notices to Merrill Lynch, Pierce, Fenner & Smith Incorporated shall be directed to it at World Financial Center, North Tower, New York, NY 10291-1311, Attention of the Medium-Term Note Department. Notices to Smith Barney Inc. shall be directed to it at 380 Greenwich Street, Fourth Floor, New York, New York 10013, Attention of Medium-Term Note Product Management/Origination -- Mark Meyer. Notices to First Chicago Capital Markets, Inc. shall be directed to it at One First National Plaza, 8th Floor, Suite 0995, Chicago, Illinois 60670, Attention of Medium-Term Note Administrator. 21 22 EXHIBIT A CENTRAL LOUISIANA ELECTRIC COMPANY, INC. MEDIUM TERM NOTES DUE MORE THAN ONE YEAR FROM DATE OF ISSUE TERMS AGREEMENT , 199 ATTENTION: Subject in all respects to the terms and conditions of the Selling Agency Agreement (the "Agency Agreement") dated December , 1996, among Salomon Brothers Inc, Merrill Lynch & Co., Smith Barney Inc., First Chicago Capital Markets, Inc. and you, the undersigned agrees to purchase the following Notes of Central Louisiana Electric Company, Inc. Aggregate Principal Amount: $ Interest Rate: Date of Maturity: Interest Payment Dates: Regular Record Dates: Discount or Commission: % of Principal Amount Purchase Price: % of Principal Amount [plus accrued interest from 199 ] Purchase Date and Time: Place for Delivery of Notes and Payment Therefor: Method of Payment: Modification, if any, in the requirements to deliver the documents specified in Section 6(b) of the Agency Agreement: Period during which additional Notes may not be sold pursuant to Section 4(m) of the Agency Agreement: Redemption Provision (if any):
[Purchaser] By ----------------------------- Accepted: By ----------------------------- 22 EX-23.C 3 CONSENT OF COOPERS & LYBRAND L.L.P. 1 EXHIBIT 23(C) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Central Louisiana Electric Company, Inc. on Form S-3 (File No. 333-02895) of our reports dated January 26, 1996, on our audits of the consolidated financial statements and financial statement schedule of Central Louisiana Electric Company, Inc. as of December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994 and 1993, which reports are incorporated by reference or included in the 1995 Annual Report on Form 10-K. We also consent to the reference to our firm under the caption "Experts." /s/ COOPERS & LYBRAND L.L.P. New Orleans, Louisiana December 9, 1996 EX-24 4 POWER OF ATTORNEY OF WILLIAM H. WALKER, JR. 1 EXHIBIT 24 CENTRAL LOUISIANA ELECTRIC COMPANY, INC. POWER OF ATTORNEY WHEREAS, Central Louisiana Electric Company, Inc., a Louisiana corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-3 (the "Registration Statement"), including a Prospectus and exhibits thereto, with any amendment or amendments (including post-effective amendments) and any supplement or supplements thereto, as prescribed by the Commission pursuant to the Act and the rules and regulations of the Commission promulgated thereunder, in connection with the registration of certain medium term notes of the company to be issued under an Indenture dated as of October 1, 1988 between the Company and Bankers Trust Company, as Trustee, or any successor Trustee thereto; NOW, THEREFORE, the undersigned, in his capacity as a director or officer, or both, as the case may be, does hereby appoint Gregory L. Nesbitt and Michael P. Prudhomme, and each of them severally, his true and lawful attorneys-in-fact or attorney-in-fact with power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in any and all capacities, the Registration Statement, including a Prospectus and exhibits thereto, and any amendment or amendments thereto (including post-effective amendments) and any supplement or supplements thereto, as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all documents necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and confirming the acts that said attorneys-in-fact and each of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the 3rd day of December, 1996. /s/ WILLIAM H. WALKER, JR. ------------------------------------ William H. Walker, Jr. EX-99 5 ORDER OF LOUISIANA PUBLIC SERVICE COMMISSION 1 EXHIBIT 99 LOUISIANA PUBLIC SERVICE COMMISSION SPECIAL ORDER 19-96 In re: CLECO's application to sell $200 million in medium term notes. (Decided at Open Session held on November 13, 1996) This matter came before the Commission on CLECO's application for authority to sell $200 million in medium term notes. According to CLECO's application, proceeds from the sale of these medium term notes will be mainly used in order to refinance their series Y bonds which carry an interest rate of 9.625%, along with other long term debts. In their application, CLECO proposes they will also use part of the issuance for construction and acquisition of plant and related facilities and to reduce short term debt. Following debate, on Motion of Commissioner Sittig, seconded by Commissioner Brupbacher and unanimously adopted, the Commission voted to grant the requested application on condition that the medium term notes be limited to an interest rate of no higher than nine percent (9%), with the further requirement that CLECO will need to keep the Commission informed as to the retirement of their high cost debts. This Order shall be effective upon its issuance. IT IS SO ORDERED, BY ORDER OF THE COMMISSION BATON ROUGE, LOUISIANA DECEMBER 4, 1996 /s/ JOHN F. SCHWEGMANN ------------------------------------ DISTRICT I CHAIRMAN JOHN F. SCHWEGMANN /s/ IRMA MUSE DIXON ------------------------------------ DISTRICT III VICE CHAIRMAN IRMA MUSE DIXON /s/ C. DALE SITTIG ------------------------------------ DISTRICT IV COMMISSIONER C. DALE SITTIG /s/ DON OWEN ------------------------------------ DISTRICT V COMMISSIONER DON OWEN /s/ ROSS A. BRUPBACHER ------------------------------------ DISTRICT II COMMISSIONER ROSS A. BRUPBACHER /s/ LAWRENCE C. ST. BLANC - ---------------------------------- SECRETARY -----END PRIVACY-ENHANCED MESSAGE-----