-----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, GUPoZRLBe+Rs9BLSggmVELSuaz35MTs9iDnhGklDf4Mg6BqOQNbuIKwN7OkkUwne 4KXPpPJ9I4QR7j1zpUYWmg== 0000060527-99-000003.txt : 19991018 0000060527-99-000003.hdr.sgml : 19991018 ACCESSION NUMBER: 0000060527-99-000003 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY LOUISIANA INC CENTRAL INDEX KEY: 0000060527 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 720245590 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: SEC FILE NUMBER: 070-09141 FILM NUMBER: 99729140 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045953100 MAIL ADDRESS: STREET 1: PO BOX 61000 CITY: NEW ORLEANS STATE: LA ZIP: 70161 35-CERT 1 UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. - ------------------------------------------------X : In the Matter of : : CERTIFICATE PURSUANT ENTERGY LOUISIANA, INC. : TO : RULE 24 File No. 70-9141 : : (Public Utility Holding Company Act of 1935) : - ------------------------------------------------X This is to certify, pursuant to Rule 24 under the Public Utility Holding Company Act of 1935, as amended, that the transactions described below, which were proposed by Entergy Louisiana, Inc. (the "Company") in its Application-Declaration, as amended, in the above file, have been carried out in accordance with the terms and conditions of and for the purposes represented by said Application-Declaration, as amended, and pursuant to the order of the Securities and Exchange Commission with respect thereto dated March 12, 1998. On October 7, 1999, the Parish of St. Charles, State of Louisiana (the "Parish") issued and sold, to Goldman, Sachs & Co. Incorporated, Lehman Brothers, Inc., Morgan Keegan & Company, Inc., ABN AMRO Incorporated and BNY Capital Markets, Inc., as underwriters, pursuant to a Bond Purchase Agreement dated September 30, 1999, $110,950,000 aggregate principal amount of its Pollution Control Revenue Refunding Bonds (Entergy Louisiana, Inc. Project) Series 1999-C, issued pursuant to the Trust Indenture (Series 1999-C), dated as of October 1, 1999 between the Parish and The Bank of New York, as trustee. The proceeds of such sale are to be used to redeem (i) $3,385,000 in aggregate principal amount of the Parish's Pollution Control Revenue Bonds (Louisiana Power & Light Company Project) Series 1977, (ii) $2,565,000 in aggregate principal amount of the Parish's Pollution Control Revenue Bonds (Louisiana Power & Light Company Project) Series 1979, and (iii) $105,000,000 in aggregate principal amount of the Parish's Adjustable/Fixed Rate Pollution Control Revenue Bonds (Louisiana Power & Light Company Project) Second Series 1984 pursuant to the Refunding Agreement (Series 1999-C), dated as of October 1, 1999 between the Parish and the Company. Attached hereto and incorporated by reference are: Exhibit B-5(c) - Execution form of the Trust Indenture (Series 1999-C) between the Parish and The Bank of New York, Indenture Trustee. Exhibit B-11(a) - Execution form of the Refunding Agreement (Series 1999-C) between the Company and the Parish. Exhibit F-1(d) - Post-effective opinion of Ann G. Roy, Esq., Senior Counsel-Corporate and Securities, Entergy Services, Inc., counsel for the Company. Exhibit F-2(d) - Post-effective opinion of Thelen Reid & Priest LLP, counsel for the Company. IN WITNESS WHEREOF, Entergy Louisiana, Inc. has caused this certificate to be executed this 15th day of October 1999. ENTERGY LOUISIANA, INC. By: /s/ Nathan E. Langston Nathan E. Langston Vice President and Chief Accounting Officer EX-4 2 Exhibit B-5(c) Trust Indenture (Series 1999-C) between Parish of St. Charles, State of Louisiana and The Bank of New York Dated as of October 1, 1999 $110,950,000 Parish of St. Charles, State of Louisiana Pollution Control Revenue Refunding Bonds (Entergy Louisiana, Inc. Project) Series 1999-C Trust Indenture (Series 1999-C) This Trust Indenture (Series 1999-C) dated as of October 1, 1999 between the Parish of St. Charles, State of Louisiana, a political subdivision of the State of Louisiana (the "Issuer"), and The Bank of New York, a banking corporation organized and existing under and by virtue of the laws of the State of New York and duly authorized to accept and execute trusts, as trustee (the "Trustee"). W i t n e s s e t h : WHEREAS, the Issuer is a political subdivision of the State of Louisiana, authorized and empowered by law, including particularly the provisions of Sections 991 to 1001, inclusive, of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and certain related constitutional and statutory authority (the "Industrial Inducement Act"), to issue its revenue bonds for the purpose of using the funds derived from the sale thereof to acquire, purchase, construct or improve industrial plant sites and industrial plant buildings, pollution abatement and control facilities, and necessary property and appurtenances thereto; and WHEREAS, pursuant to the provisions of the Industrial Inducement Act and a Trust Indenture dated as of July 1, 1977 (the "1977 Indenture") by and between the Issuer and Bank One Trust Company, N. A. (formerly First National Bank of Commerce), as trustee, the Issuer issued its Pollution Control Revenue Bonds (Louisiana Power & Light Company Project) Series 1977 (the "1977 Bonds") in the aggregate principal amount of $4,000,000 for the purpose of providing funds to finance the cost of acquiring certain pollution control facilities at the Little Gypsy Steam Electric Generating Station (the "Little Gypsy Station") and Units 1 and 2 of the Waterford Steam Electric Generating Station (the "Waterford Station") of Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company), a Louisiana corporation (the "Company"), in the geographic limits of the Issuer; and WHEREAS, pursuant to the provisions of the Industrial Inducement Act and a Trust Indenture dated as of October 1, 1979 (the "1979 Indenture") by and between the Issuer and Bank One Trust Company, N. A. (formerly First National Bank of Commerce), as trustee, the Issuer issued its Pollution Control Revenue Bonds (Louisiana Power & Light Company Project) Series 1979 (the "1979 Bonds") in the aggregate principal amount of $3,000,000 for the purpose of providing funds to finance the cost of acquiring certain pollution control facilities at the Little Gypsy Station and Units 1 and 2 of the Waterford Station; and WHEREAS, pursuant to the provisions of the Industrial Inducement Act and a Trust Indenture dated as of December 1, 1984 (the "1984 Indenture") by and between the Issuer and Bank One Trust Company, N. A. (formerly First National Bank of Commerce), as trustee, the Issuer issued its Adjustable/Fixed Rate Pollution Control Revenue Bonds (Louisiana Power & Light Company Project) Second Series 1984 (the "1984 Bonds") in the aggregate principal amount of $105,000,000 for the purpose of providing funds to finance the cost of acquiring certain pollution control facilities and solid waste disposal facilities at Unit 3 (Nuclear) of the Waterford Station; and WHEREAS, the facilities financed with the proceeds of the 1977 Bonds, the 1979 Bonds and the 1984 Bonds are herein collectively called the "Facilities", the trustees for said Bonds are hereinafter collectively referred to as the "Prior Trustee", and the 1977 Indenture, the 1979 Indenture and the 1984 Indenture are hereinafter collectively referred to as the "Prior Indenture"; and WHEREAS, the 1984 Bonds were initially issued as adjustable rate bonds but were converted to fixed rate bonds on December 1, 1989 pursuant to the provisions of the 1984 Indenture; and WHEREAS, in furtherance of the statutory purposes of the Industrial Inducement Act, the Issuer entered into separate Sale Agreements pertaining to the 1977 Bonds, the 1979 Bonds and the 1984 Bonds, dated as of April 1, 1977, September 1, 1979 and November 1, 1984, respectively, with the Company, pursuant to which the Issuer acquired the respective Facilities from the Company and resold such Facilities to the Company, as more fully described therein; and WHEREAS, $3,385,000 of the 1977 Bonds, $2,565,000 of the 1979 Bonds and $105,000,000 of the 1984 Bonds (collectively, the "Prior Bonds") are currently outstanding, and the Company has requested that the Issuer refund all of the outstanding Prior Bonds in order to achieve interest cost savings through the issuance by the Issuer of $110,950,000 aggregate principal amount of its Pollution Control Revenue Refunding Bonds (Entergy Louisiana, Inc. Project) Series 1999-C (the "Bonds"); and WHEREAS, the Issuer is authorized and empowered by law, including particularly the provisions of Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the "Act"), to issue its refunding bonds for the purpose of refunding, readjusting, restructuring, refinancing, extending, or unifying the whole or any part of outstanding securities of the Issuer in an amount sufficient to provide funds necessary to effectuate the purpose for which the refunding bonds are being issued; and WHEREAS, pursuant to and in accordance with the provisions of the Act, the Issuer has agreed to issue the Bonds for the purpose of refunding all of the Prior Bonds; and WHEREAS, the Bonds bear interest, mature and are subject to redemption and purchase as set forth in this Trust Indenture; and WHEREAS, in consideration of the issuance of the Bonds by the Issuer, the Company will agree to make payments in an amount sufficient to pay the principal of, premium, if any, Purchase Price and interest on the Bonds pursuant to a Refunding Agreement (Series 1999-C) dated as of October 1, 1999 (the "Refunding Agreement") between the Issuer and the Company, said Bonds to be paid solely from the revenues derived by the Issuer from said payments by the Company pursuant to the Refunding Agreement and any moneys held under this Indenture, and said Bonds shall not constitute an indebtedness or pledge of the general credit of the Issuer or the State of Louisiana, within the meaning of any constitutional or statutory limitation of indebtedness or otherwise; and WHEREAS, all consents and approvals required to be given by public bodies in connection with the authorization, issuance and sale of the Bonds herein authorized as required by the Act have been or will be secured prior to the delivery of such Bonds; and WHEREAS, the execution and delivery of this Indenture under the Act have been in all respects duly and validly authorized by ordinance of the Parish Council of the Parish of St. Charles, State of Louisiana, duly adopted; and WHEREAS, all other things necessary to make the Bonds, when issued, executed and delivered by the Issuer and authenticated pursuant to this Indenture, the valid, legal and binding obliga tions of the Issuer, and to constitute this Indenture a valid pledge of the Revenues (as hereinafter defined) and other amounts pledged hereunder as security for the payment of the principal of, premium, if any, and interest on the Bonds authenticated and delivered under this Indenture, have been performed, and the creation, execution and delivery of this Indenture and the creation, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized; NOW, THEREFORE, THIS TRUST INDENTURE WITNESSETH that in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the holders and owners thereof, and for other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to provide for the payment of principal, purchase price and redemption price (as the case may be) in respect of all Bonds issued and outstanding under this Indenture, together with interest thereon, and in order to secure the rights of the Bondholders and the performance of the covenants contained in the Bonds and herein, the Issuer does hereby grant, bargain, sell, convey, pledge, transfer and assign unto the Trustee, its successors in the trust and their assigns forever (i) all of the right, title and interest of the Issuer in and to the Revenues, (ii) the Refunding Agreement and all right, title and interest of the Issuer under and pursuant to the Refunding Agreement, insofar as they relate to all Bonds issued and outstanding under this Indenture (except for the indemnification and expense reimbursement rights and other rights contained in Sections 4.4, 4.5, 4.6 and 8.5 thereof and any rights of the Issuer to receive notices, certificates, requests, requisitions, directions and other communications under the Refunding Agreement), including, without limitation, all Payments to be received under and pursuant to and subject to the provisions of the Refunding Agreement, (iii) all amounts on deposit in the Bond Fund or other funds created under this Indenture other than the Bond Purchase Fund which is not pledged hereunder and does not constitute security for the Bonds, and (iv) all moneys, securities and obligations from time to time held by the Trustee under the terms of this Trust Indenture and any and all real and personal property of every kind and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned or transferred, as and for additional security hereunder by the Issuer or by anyone in its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof; except for moneys, securities or obligations deposited with or paid to the Trustee for redemption or payment of Bonds which have been redeemed or matured or which are deemed to have been paid in accordance with Article XV hereof, which shall be held by the Trustee for the benefit of said owners in accordance with the provisions of said Article XV or Section 6.2, as the case may be (collectively, the "Trust Estate"); provided, however, that nothing in the Bonds or in this Indenture shall be construed as pledging the general credit or taxing power of the Issuer or the State of Louisiana, nor shall this Indenture or the Bonds give rise to a pecuniary liability of the Issuer. TO HAVE AND TO HOLD all of the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successors in said trust and to them and their assigns forever. IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit, security and protection of all holders and owners of the Bonds issued under and secured by this Indenture without privilege, preference, priority or distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds. PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of, premium, if any, and interest on the Bonds due or to become due thereon, at the times and in the manner mentioned in the Bonds, according to the true intent and meaning thereof, and shall cause the payments to be made into the Bond Fund as required under Article VI hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due in accordance with the terms and provisions hereof, then upon such final payments this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise this Indenture to be and remain in full force and effect. THIS TRUST INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered, and all said revenues and receipts hereby pledged and assigned are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes hereinafter expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective holders and owners, from time to time, of the Bonds, as follows (provided that, in the performance of the agreements of the Issuer herein contained, any obligation it may thereby incur for the payment of money shall not be a general debt on its part or a charge against its general credit but shall be payable solely from the Trust Estate, including the Revenues): ARTICLE I DEFINITIONS SECTION I.1. Definitions. Unless otherwise defined herein, all words and phrases defined in the preamble hereto or in the Refunding Agreement shall have the same meaning in this Indenture. In this Indenture and any indenture supplemental hereto (except as otherwise expressly provided for or unless the context otherwise requires) the singular includes the plural, the masculine includes the feminine, and each of the following terms shall have the following meanings: "Act" means Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and all future acts supplemental thereto or amendatory thereof. "Administration Expenses" means the reasonable and necessary expenses incurred by the Issuer with respect to the Refunding Agreement, this Indenture and any transaction or event contemplated by the Refunding Agreement or this Indenture including the compensation and reimbursement of expenses and advances payable to the Trustee, any Paying Agent, any Co-Paying Agent, any Authenticating Agent, the Remarketing Agent and the Bond Registrar under this Indenture. "Administrative Fee Fund" means the fund created pursuant to Section 6.4 hereof. "Agreement" or "Refunding Agreement" means the Refunding Agreement (Series 1999-C) dated as of October 1, 1999 between the Company and the Issuer which relates to the Bonds, as amended or supplemented from time to time. "Authenticating Agent" means the Trustee and any agent so designated in and appointed pursuant to Section 2.6 hereof. "Authorized Company Representative" means the President, any Vice President, the Treasurer, the Secretary, any Assistant Secretary or any Assistant Treasurer of the Company or the person or persons at the time designated to act on behalf of the Company by any one of said officers, such designation in each case to be evidenced by a certificate furnished to the Issuer and the Trustee containing the specimen signature of such person or persons and signed on behalf of the Company by said officer. "Bonds" means the $110,950,000 aggregate principal amount of Pollution Control Revenue Refunding Bonds (Entergy Louisiana, Inc. Project) Series 1999-C authorized to be issued under this Indenture. "Bond" means any one of such Bonds. "Bond Counsel" means any firm of nationally recognized municipal bond counsel selected by the Issuer and acceptable to the Company and the Trustee. "Bond Fund" means the trust fund so designated which is established pursuant to Section 6.1 hereof. "Bondholder" or "holder of Bonds" or "owner of Bonds" or "Registered Owner" or "Owner" means the registered owner of any Bond other than the registered owner of any Bond which has been purchased pursuant to Section 4.3 and not surrendered for payment of the Purchase Price thereof. "Bond Purchase Fund" means the special fund of that name created pursuant to Section 4.4 hereof. "Bond Register" and "Bond Registrar" shall have the respective meanings specified in Section 2.3 hereof. "Business Day" or "business day" means any day other than (i) a Saturday or Sunday or legal holiday or a day on which banking institutions in the city of New York, New York or in the city in which the Principal Offices of the Trustee or the Paying Agent are located are authorized or required by law to close or (ii) a day on which the New York Stock Exchange is closed. "Code" means the Internal Revenue Code of 1986, as heretofore or hereafter amended. "Commercial Paper Rate" means the interest rate for each Bond as determined with respect to such Bond as provided in Section 3.2 hereof. "Commercial Paper Rate Conversion Date" means the day on which the Bonds commence to accrue interest at a Commercial Paper Rate pursuant to Section 3.3 which is immediately preceded by a day on which the Bonds did not accrue interest at a Commercial Paper Rate. "Commercial Paper Rate Period" means with respect to any Bond, each period determined for such Bond as provided in Section 3.2 hereof. "Company" means Entergy Louisiana, Inc., a Louisiana corporation, and its permitted successors and assigns. "Conversion Date" means the day on which a particular type of interest rate becomes effective for the Bonds which is not immediately preceded by a day on which the Bonds have accrued interest at the same type of interest rate (and, when used with respect to any Multiannual Rate Period, a date which is not preceded by a Multiannual Rate Period of the same duration). Each Conversion Date shall be an Interest Payment Date for the Rate Period from which the Bonds are converted. "Counsel" means an attorney at law or law firm (who may be counsel for the Issuer or the Company). "Daily Rate" means the interest rate to be determined for the Bonds on each Business Day pursuant to Section 3.2 hereof. "Daily Rate Conversion Date" means the day on which the Bonds commence to accrue interest at a Daily Rate pursuant to Section 3.3 which is immediately preceded by a day on which the Bonds did not accrue interest at a Daily Rate. "Daily Rate Period" means each period during which the Bonds accrue interest at a particular Daily Rate. "Default" means any event which with the giving of notice or the lapse of time or both would constitute an Event of Default. "DTC" means The Depository Trust Company, New York, New York. "Electronic" notice means notice transmitted through a time-sharing terminal or facsimile machine, if operative as between any two parties, or if not operative, in writing or by telephone (promptly confirmed in writing). "Event of Default" means any of the events specified in Section 10.1 hereof to be an Event of Default. "Facilities" has the meaning set forth in the fifth Whereas clause hereof. "Favorable Opinion of Bond Counsel" means an opinion of Bond Counsel addressed to the Issuer, the Company and the Trustee and stating, unless otherwise specified herein, that the action proposed to be taken is authorized or permitted by the laws of the State and this Indenture and such action will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes (other than as held by a "substantial user" of the Facilities or a "related person" within the meaning of the Code). "Government Securities" means (a) direct or fully guaranteed obligations of the United States of America (including any such securities issued or held in book-entry form), and (b) certificates, depositary receipts or other instruments which evidence a direct ownership interest in obligations described in clause (a) above or in any specific interest or principal payments due in respect thereof; provided, however, that the custodian of such obligations or specific interest or principal payments shall be a bank or trust company organized under the laws of the United States of America or of any state or territory thereof or of the District of Columbia, with a combined capital stock, surplus and undivided profits of at least $50,000,000; and provided, further, that except as may be otherwise required by law, such custodian shall be obligated to pay to the holders of such certificates, depositary receipts or other instruments the full amount received by such custodian in respect of such obligations or specific payments and shall not be permitted to make any deduction therefrom. "Indenture" means this Trust Indenture (Series 1999-C), as amended or supplemented. "Interest Payment Date" means (a) when used with respect to any particular Bond accruing interest at a Commercial Paper Rate, the day after the last day of each Commercial Paper Rate Period applicable thereto; (b) when used with respect to Bonds accruing interest at Daily or Weekly Rates, the first Business Day of each calendar month following a month in which interest at such rate has accrued; (c) when used with respect to Bonds accruing interest at a Multiannual Rate, each April 1 and October 1, and after any Multiannual Rate Conversion Date or the commencement date of a Multiannual Rate Period preceded by a Multiannual Rate Period of the same duration, the first day of the sixth calendar month following the month in which the Multiannual Rate Conversion Date or such commencement date occurs and the first day of each sixth month thereafter to which interest at such rate has accrued and the day after the last day of each Multiannual Rate Period, except that the last Interest Payment Date for any Multiannual Rate Period which is followed by a Commercial Paper, Daily or Weekly Rate Period shall be the first Business Day of the sixth month following the preceding Interest Payment Date; and (d) the Maturity Date. "Interest Period" means the period from and including any Interest Payment Date to and including the day immediately preceding the next following Interest Payment Date. "Interest Rate" or "interest rate" means a Commercial Paper, Daily, Weekly or Multiannual Rate. "Issue Date" means, for each Bond, the actual date of first authentication and delivery of the Bonds. "Issuer" means the Parish of St. Charles, State of Louisiana, a political subdivision under the Constitution and laws of the State of Louisiana. "Letter of Representations" means the letter agreement among the Issuer, the Trustee, the Paying Agent and the Remarketing Agent, and accepted by DTC, entered into in connection with DTC's book-entry-only system. "Maturity Date" means October 1, 2029. "Moody's" means Moody's Investors Service, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Company, with the consent of the Remarketing Agent. "Multiannual Rate" means the interest rate to be determined for the Bonds for a term of one or more years pursuant to Section 3.2 hereof. "Multiannual Rate Conversion Date" means each day on which the Bonds commence to accrue interest at a Multiannual Rate pursuant to Section 3.3 hereof which is immediately preceded by a day on which the Bonds did not accrue interest at a Multiannual Rate or accrued interest at a Multiannual Rate for a Multiannual Rate Period of a different duration. "Multiannual Rate Period" means each period during which the Bonds accrue interest at a particular Multiannual Rate. "Outstanding" or "outstanding", in connection with Bonds means, as of the time in question, all Bonds authenticated and delivered under the Indenture, except: (a) Bonds theretofore cancelled or required to be cancelled under Section 2.11 hereof; (b) Bonds which are deemed to have been paid in accordance with Article XV hereof; (c) Bonds in lieu of or in exchange or in substitution for which other Bonds have been authenticated and delivered pursuant to Article II hereof; (d) Bonds registered in the name of the Issuer; and (e) On or after any Purchase Date for Bonds pursuant to Article IV hereof, all Bonds (or portions of Bonds) which are tendered or deemed to have been tendered for purchase on such date, provided that funds sufficient for such purchase are on deposit with the Paying Agent. In determining whether the owners of a requisite aggregate principal amount of Bonds outstanding have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions hereof, Bonds which are held by or on behalf of the Company or any affiliates thereof (unless all of the outstanding Bonds are then owned by said parties) shall be disregarded for the purpose of any such determination. Notwithstanding the foregoing, Bonds so owned which have been pledged in good faith shall not be disregarded as aforesaid if the pledgee has established to the satisfaction of the Bond Registrar the pledgee's right so to act with respect to such Bonds and that the pledgee is not the Company or an affiliate thereof. "Paying Agent", "paying agent", "Co-Paying Agent" or "co- paying agent" means any national banking association, bank or trust company appointed pursuant to Section 9.1 hereof. The Trustee is the original Paying Agent. "Payments" means the payments payable by the Company pursuant to and as required by Section 4.2 of the Refunding Agreement. "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, an unincorporated organization, a governmental body or a political subdivision, a municipal corporation, a public corporation or any other group or organization of individuals. "Plant" means, collectively, the Little Gypsy Station and the Waterford Station described in the preamble hereto, owned and operated by the Company and located in the geographic limits of the Parish of St. Charles, State of Louisiana. "Prior Bonds" has the meaning set forth in the fifth Whereas clause hereof. "Prior Indenture" has the meaning set forth in the fifth Whereas clause hereof. "Prior Trustee" has the meaning set forth in the fifth Whereas clause hereof. "Principal Office of the Paying Agent" or "Principal Office of the Co-Paying Agent" shall mean the office thereof designated in writing to the Trustee. "Purchase Date" means, with respect to each Bond, each day that such Bond is subject to purchase pursuant to Section 4.1 or 4.2 hereof. "Purchase Price" or "purchase price" for any Bond shall equal 100% of the principal amount of such Bond plus accrued interest, if any, to the Purchase Date, plus in the case of a Bond converted from a Multiannual Rate Period on a date when such Bond is also subject to optional redemption at a premium, an amount equal to the premium that would be payable on such Bond if redeemed on such date. "Rate Period" means the period during which a particular rate of interest determined for the Bonds is to remain in effect pursuant to Article III hereof. "Record Date" means, as the case may be, the applicable Regular or Special Record Date. "Refunding Date" means December 1, 1999 with respect to the 1984 Bonds and January 1, 2000 with respect to the 1977 Bonds and the 1979 Bonds, or such later date or dates as may be established by the Company; provided, however, that the Refunding Date shall not be later than ninety (90) days following the date of delivery of the Bonds to the Underwriters. "Refunding Fund" shall mean the fund by that name created and established in Section 5.1 hereof. "Regular Record Date" means the close of business on either (a) the day (whether or not a Business Day) immediately preceding an Interest Payment Date in the case of Bonds accruing interest at Commercial Paper, Daily or Weekly Rates or (b) the fifteenth day (whether or not a Business Day) of the calendar month immediately preceding the Interest Payment Date in the case of Bonds accruing interest at Multiannual Rates. "Remarketing Agent" means Goldman, Sachs & Co., and its successors as provided in Section 12.1 hereof. "Principal Office of the Remarketing Agent" means the office designated in writing to the Issuer, the Trustee and the Company. "Remarketing Agreement" means the Remarketing Agreement dated as of October 1, 1999 between the Company and the Remarketing Agent, as the same may be amended from time to time, and any remarketing agreement between the Company and a successor Remarketing Agent. "Revenues" means all amounts paid or payable by the Company pursuant to Section 4.2 of the Refunding Agreement, and all receipts of the Trustee credited under the provisions of this Indenture against such payments. "S&P" means Standard & Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc., a New York corporation, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Company, with the consent of the Remarketing Agent. "Securities Depository" means any "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended. "Special Record Date" means such date as may be fixed for the payment of defaulted interest in accordance with Section 2.7 hereof. "State" means the State of Louisiana. "Trustee" means The Bank of New York, and its successor for the time being in the trust hereunder. "Principal Office of the Trustee" means the principal corporate trust office of the Trustee. "Underwriters" means Goldman, Sachs & Co., Lehman Brothers Inc., Morgan Keegan & Company, Inc., ABN AMRO Incorporated and BNY Capital Markets, Inc. "Weekly Rate" means the interest rate to be determined for the Bonds on a weekly basis pursuant to Section 3.2 hereof. "Weekly Rate Conversion Date" means each day on which the Bonds commence to accrue interest at a Weekly Rate pursuant to Section 3.3 hereof which is immediately preceded by a day on which the Bonds did not accrue interest at a Weekly Rate. "Weekly Rate Period" means the period during which the Bonds accrue interest at a particular Weekly Rate. "Written Order" means a written order or other written instructions signed in the name of the Issuer by the Parish President and delivered to the Trustee. The words "hereof", "herein", "hereto", "hereby" and "hereun der" and other equivalent words and phrases (except in the form of Bond) refer to the entire Indenture. Unless otherwise noted, all Section and Article references are to sections and articles in this Indenture. ARTICLE II THE BONDS SECTION II.1. Amount, Terms, and Issuance of Bonds. The Bonds shall, except as provided in Section 2.9 hereof, be limited to $110,950,000 in aggregate principal amount and shall contain substantially the terms recited in the form of bond attached hereto as Exhibit A with such changes and variations as may be necessary to conform to the provisions hereof. The Bonds may have such additional legends thereon as shall be customary in the industry or deemed necessary by the Trustee in order to provide for an orderly transition of Bonds bearing interest at a Commercial Paper Rate to Bonds bearing interest at a Daily Rate or Weekly Rate as permitted by Section 3.2(b). No bonds other than the Bonds may be issued under this Indenture. No Bonds may be issued under this Indenture except in accordance with this Article. Pursuant to recommendations promulgated by the Committee on Uniform Security Identification Procedures, "CUSIP" numbers may be printed on the Bonds. The Bonds may bear such endorsement or legend satisfactory to the Trustee as may be required to conform to usage or law with respect thereto. The Issuer may issue the Bonds upon the execution of this Indenture, and the Trustee shall, at the Issuer's request evidenced by a Written Order, authenticate the Bonds and deliver them as specified in the request. SECTION II.2. Designation, Denominations, Maturity and Form. The Bonds shall be designated "Parish of St. Charles, State of Louisiana Pollution Control Revenue Refunding Bonds (Entergy Louisiana, Inc. Project) Series 1999-C". All Bonds shall be dated the date of their authentication. The Bonds shall mature on the Maturity Date. All Bonds accruing interest at Daily or Weekly Rates shall be issued in denominations of $100,000 and whole multiples thereof. All Bonds accruing interest at Commercial Paper Rates shall be issued in denominations of $100,000 and any integral multiples of $1,000 in excess thereof. All Bonds accruing interest at a Multiannual Rate shall be in denominations of $5,000 and whole multiples thereof. SECTION II.3. Registered Bonds Required; Bond Registrar and Bond Register. All Bonds shall be issued in fully registered form without coupons. The Bonds shall be registered upon original issuance and upon subsequent transfer or exchange as provided in this Indenture. The Issuer shall designate, at the direction of the Company, one or more persons to act as "Bond Registrar" for the Bonds provided that the Bond Registrar appointed for the Bonds shall be either the Trustee, the Paying Agent or a person which would meet the requirements for qualification as a successor trustee imposed by Section 11.8. The Issuer hereby appoints the Trustee as initial Bond Registrar. Any Person other than the Trustee undertaking to act as Bond Registrar shall first execute a written agreement, in form satisfactory to the Trustee and the Company, to perform the duties of a Bond Registrar under this Indenture, which agreement shall be filed with the Trustee and the Company. The Paying Agent and Bond Registrar, in performing their respective duties hereunder, shall be entitled to the same protective provisions in the performance of their respective duties as are specified in Article XI of this Indenture with respect to the Trustee hereunder to the same extent and as fully for all intents and purposes as though the Paying Agent and Bond Registrar had been expressly named therein in place of such Trustee and as though the applicable provisions of Article XI of this Indenture had been set forth herein at length. The Bond Registrar shall act as registrar and transfer agent for the Bonds. The Issuer shall cause to be kept at an office of the Bond Registrar a register (herein sometimes referred to as the "Bond Register") in which, subject to such reasonable regulations as it, the Trustee or the Bond Registrar may prescribe, the Issuer shall provide for the registration of the Bonds and for the registration of transfers of the Bonds. The Issuer shall cause the Bond Registrar to designate, by a written notification to the Trustee, a specific office location (which may be changed from time to time, upon similar notification) at which the Bond Register is kept. The Bond Registrar shall at any time as reasonably requested by the Trustee, the Paying Agent or the Remarketing Agent, certify and furnish to the Trustee, the Paying Agent, the Remarketing Agent and any Paying Agent as the Trustee shall specify, the names, addresses, and holdings of Bondholders and any other relevant information reflected in the Bond Register, and the Trustee, the Remarketing Agent and any such Paying Agent shall for all purposes be fully entitled to rely upon the information so furnished to them and shall have no liability or responsibility in connection with the preparation thereof. SECTION II.4. Transfer and Exchange. Upon surrender for registration of transfer of any Bond at the designated office of the Bond Registrar, the Issuer shall execute and the Trustee or its Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees, one or more new fully registered Bonds of authorized denomination for the aggregate principal amount which the Registered Owner is entitled to receive. At the option of the owner, Bonds may be exchanged for other Bonds of any other authorized denomination, of a like aggregate principal amount and accruing interest at the same Interest Rate, upon surrender of the Bonds to be exchanged at the office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the Issuer shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver, the Bonds which the Bondholder making the exchange is entitled to receive. All Bonds presented for registration of transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the owner or by his attorney duly authorized in writing, and such documentation as the Bond Registrar shall reasonably require. No service charge shall be made to a Bondholder for any exchange or registration of transfer of Bonds, but the Issuer or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. New Bonds delivered upon any registration of transfer or exchange shall be valid obligations of the Issuer, evidencing the same debt as the Bonds surrendered, shall be secured by this Indenture and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered. Except as provided above or in Article IV hereof, the Trustee shall not be required to effect any transfer or exchange during the 15 days immediately preceding the date of mailing of any notice of redemption or at any time following the mailing of any such notice in the case of Bonds selected for such redemption. SECTION II.5. Execution. All the Bonds shall, from time to time, be executed on behalf of the Issuer by the manual or facsimile signature of the Parish President, its seal (which may be in facsimile) shall be thereunto affixed (or printed or engraved or otherwise reproduced thereon if in facsimile), and attested by the manual or facsimile signature of the Secretary of the Parish Council. A facsimile signature shall have the same force and effect as if personally signed. If any of the officers whose manual or facsimile signatures shall be upon the Bonds shall cease to be such officers of the Issuer before such Bonds shall have been actually authenticated by the Trustee or delivered by the Issuer, such Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as though the person or persons whose signature shall be upon such Bonds had not ceased to be such officer or officers of the Issuer; and also any such Bonds may be signed and sealed on behalf of the Issuer by those persons who, at the actual date of the execution of such Bond, shall be the proper officers of the Issuer, although at the nominal date of such Bonds any such person shall not have been such officer of the Issuer. SECTION II.6. Authentication; Authenticating Agent. No Bond shall be valid for any purpose until the Certificate of Authentication substantially in the form set forth in Exhibit A attached hereto has been duly executed in accordance herewith by the Trustee, and such authentication shall be conclusive proof that such Bond has been duly authenticated and delivered under this Indenture and that the owner thereof is entitled to the benefit of the trust hereby created. If the Bond Registrar is other than the Trustee, the Trustee may appoint the Bond Registrar as an Authenticating Agent with the power to act on the Trustee's behalf and subject to its direction in the authentication and delivery of Bonds in connection with the registration of transfers and exchanges under Section 2.4 hereof, and the authentication and delivery of Bonds by an Authenticating Agent pursuant to this Section shall, for all purposes of this Indenture, be deemed to be the authentication and delivery "by the Trustee". Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible as a Bond Registrar under Section 2.3, without the execution or filing of any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Issuer and the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent, the Issuer and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Trustee may, with the consent of the Company (which shall not be unreasonably withheld) appoint a successor Authenticating Agent, shall give written notice of such appointment to the Issuer, and shall mail notice of such appointment to all owners of Bonds as the names and addresses of such owners appear on the Bond Register. SECTION II.7. Payment of Principal and Interest; Interest Rights Preserved. (a) The principal or redemption price of any Bond shall be payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public or private debts upon presentation and surrender of such Bond to the Principal Office of the Paying Agent or the Principal Office of the Co-Paying Agent. The principal or redemption price of (and related interest on) the Bonds shall be payable in immediately available funds. Such payment shall be made to the Registered Owner of the Bond so delivered, as shown on the registration books maintained by the Bond Registrar. (b) Subject to the further provisions of Article III hereof, each Bond shall accrue interest and be payable as to interest as follows: (i) Each Bond shall accrue interest (at the applicable rate determined pursuant to Article III hereof) (A) from the date of authentication, if authenticated on an Interest Payment Date to which interest has been paid or duly provided for, or (B) from the last preceding Interest Payment Date to which interest has been paid in full or duly provided for (or the Issue Date if no interest thereon has been paid or duly provided for) in all other cases. (ii) Subject to the provisions of paragraph (c) below, the interest due on any Bond on any Interest Payment Date (except on the Maturity Date) shall be payable for the immediately preceding Interest Period and will be paid to the Registered Owner of such Bond as shown on the registration books kept by the Bond Registrar as of the Regular Record Date. The amount of interest so payable on any Interest Payment Date shall be computed (A) on the basis of a 365- or 366-day year, as appropriate, for the actual number of days elapsed during Daily Rate Periods, Commercial Paper Rate Periods or Weekly Rate Periods, and (B) on the basis of a 360-day year of twelve 30-day months during Multiannual Rate Periods. (iii) So long as the Bonds are held in book-entry- only form, all payments of interest on the Bonds shall be paid to the Registered Owners entitled thereto in immediately available funds by wire transfer to a bank within the continental United States or deposited to a designated account if such account is maintained with the Paying Agent as directed by the Registered Owner in writing; otherwise all payments of interest on the Bonds (except at the Maturity Date or at redemption of the Bonds) shall be paid by check mailed to the address of the Registered Owner, as such address shall appear on the books maintained by the Bond Registrar. (iv) Interest accrued during any Commercial Paper Rate Period or due on the Maturity Date or at redemption of the Bonds shall be paid only upon presentation and surrender of Bonds and shall be paid to the Registered Owner of the Bond so delivered, as shown on the registration books maintained by the Bond Registrar. (c) Any interest on any Bond which is payable, but is not punctually paid or provided for, on any Interest Payment Date (except on the Maturity Date) and within any applicable grace period (herein called "Defaulted Interest") shall forthwith cease to be payable to the owner of such Bond on the relevant Regular Record Date by virtue of having been such owner, and such Defaulted Interest shall be paid to the person in whose name the Bond is registered at the close of business on a Special Record Date to be fixed by the Trustee, such date to be no more than 15 nor fewer than 10 days prior to the date of proposed payment. The Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Bondholder at his address as it appears in the Bond Register, not fewer than 10 days prior to such Special Record Date. Subject to the foregoing provisions of this Section, each Bond delivered under this Indenture upon registration of transfer of or exchange for or in lieu of any other Bond shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. SECTION II.8. Persons Deemed Owners. The Issuer, the Trustee, any Paying Agent, the Bond Registrar and any Authenticating Agent may deem and treat the person in whose name any Bond is registered as the absolute owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, any Paying Agent, the Bond Registrar or the Authenticating Agent) for the purpose of receiving payment of or on account of the principal of and (subject to Section 2.7) interest on, such Bond, and for all other purposes, and neither the Issuer, the Trustee, any Paying Agent, the Bond Registrar, the Remarketing Agent nor the Authenticating Agent shall be affected by any notice to the contrary. All such payments so made to any such Registered Owner shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Bond. SECTION II.9. Mutilated, Destroyed, Lost or Stolen Bonds. (a) If any Bond shall become mutilated, lost, stolen or destroyed, the affected Bondholder shall be entitled to the issuance of a substitute Bond only as follows: (A) in the case of a lost, stolen or destroyed Bond, the Bondholder shall (i) provide notice of the loss, theft or destruction to the Trustee within a reasonable time after the Bondholder receives notice of the loss, theft or destruc tion, (ii) request the issuance of a substitute Bond and (iii) provide evidence, satisfactory to the Trustee, of the ownership and the loss, theft or destruction of the affected Bond; (B) in the case of a mutilated Bond, the Bondholder shall surrender the Bond to the Trustee for cancellation; and (C) in all cases, the Bondholder shall provide indem nity against any and all claims arising out of or otherwise related to the issuance of substitute Bonds pursuant to this Section 2.9 satisfactory to the Issuer, the Trustee and the Company. Upon compliance with the foregoing, a new Bond of like tenor and denomination, executed by the Issuer, shall be authenticated by the Trustee or Authenticating Agent and delivered to the Bondholder, all at the expense of the Bondholder to whom the substitute Bond is delivered. Notwithstanding the foregoing, the Trustee or Authenticating Agent shall not be required to authenticate and deliver any substitute Bond for a Bond which has been called for redemption or which has matured or is about to mature or which shall have been purchased pursuant to Section 4.3 hereof and, in any such case, the principal, redemption price or Purchase Price and interest then due or becoming due shall be paid by the Trustee or a Paying Agent in accordance with the terms of the mutilated, lost, stolen or destroyed Bond without substitution therefor. (b) Every substituted Bond issued pursuant to this Section shall constitute an additional contractual obligation of the Issuer and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Bonds duly issued hereunder unless the Bond alleged to have been destroyed, lost or stolen shall be at any time enforceable by a bona fide purchaser for value without notice. In the event the Bond alleged to have been destroyed, lost or stolen shall be enforceable by anyone, the Issuer may recover the substitute Bond from the Bondholder to whom it was issued or from anyone taking under the Bondholder except a bona fide purchaser for value without notice. (c) All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or investment or other securities without their surrender. SECTION II.10. Temporary Bonds. Pending preparation of definitive Bonds, or by agreement with the purchasers of all Bonds, the Issuer may issue, and, upon its request, the Trustee or Authenticating Agent shall authenticate, in lieu of definitive Bonds one or more temporary printed or typewritten Bonds of substantially the tenor recited above in any denomination authorized under Section 2.2. Upon request of the Issuer, the Trustee shall authenticate definitive Bonds in exchange for and upon surrender of an equal principal amount of temporary Bonds. Until so exchanged, temporary Bonds shall have the same rights, remedies and security hereunder as definitive Bonds. SECTION II.11. Cancellation of Surrendered Bonds. Bonds surrendered for payment, redemption, transfer or exchange and Bonds surrendered to the Trustee by the Issuer or by the Company for cancellation shall be cancelled by the Trustee and a certificate of cancellation shall be delivered to the Company. SECTION II.12. Limited Obligation. The Bonds, together with interest thereon, shall be payable from the Trust Estate and shall be a valid claim of the holders thereof only against the Trust Estate, including, without limitation, the Revenues pledged to the Bonds, which Revenues are pledged and assigned for the equal and ratable payment of the Bonds (principal, premium, if any, and interest) and shall be used for no other purpose than to pay the principal of, premium, if any, and interest on the Bonds, except as may be otherwise expressly authorized in this Indenture. The Bonds (including premium, if any) and interest thereon shall not constitute an indebtedness or pledge of the general credit of the Issuer or the State, within the meaning of any constitutional or statutory provision and shall never be paid in whole or in part out of any funds raised or to be raised by taxation or any other funds of the Issuer. SECTION II.13. Book-Entry Registration of Bonds. The Bonds shall be initially registered in the name of Cede & Co., as nominee for DTC, as registered owner of the Bonds, and held in the custody of DTC. The Issuer, the Trustee, the Paying Agent and the Remarketing Agent acknowledge that the Issuer has executed and delivered the Letter of Representations and that the terms and provisions of the Letter of Representations shall govern in the event of any inconsistency between the provisions of this Indenture and the Letter of Representations, including, without limitation, the terms and provisions thereof relating to payment of the principal, premium, if any, interest, or Purchase Price with respect to the Bonds. A single bond certificate for the Bonds will be issued and delivered to DTC. The beneficial owners will not receive physical delivery of Bond certificates except as provided in the Letter of Representations. Beneficial owners are expected to receive a written confirmation of their purchase providing details of each Bond acquired. For so long as DTC shall continue to serve as Securities Depository for the Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Bonds is to receive, hold or physically deliver any Bond certificate. For every transfer and exchange of the Bonds, the beneficial owner may be charged a sum sufficient to cover such beneficial owner's allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. The Issuer, the Company, the Trustee and the Paying Agent will recognize DTC or its nominee as the Bondholder for all purposes under this Indenture, including notices and voting. Neither the Issuer nor the Trustee are responsible for the performance by DTC of any of its obligations, including, without limitation, the payment of moneys received by DTC, the forwarding of notices received by DTC or the giving of any consent or proxy in lieu of consent. Whenever during the term of the Bonds the beneficial ownership thereof is determined by a book entry at DTC, the requirements of this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect. If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force or effect. ARTICLE III INTEREST RATES ON THE BONDS SECTION III.1. Initial Interest Rate. All Bonds shall accrue interest initially at a Multiannual Rate of 5.35% per annum for an initial Multiannual Rate Period beginning on the Issue Date and ending on September 30, 2003, and thereafter at a Multiannual Rate determined by the Remarketing Agent in accordance with the Indenture for Multiannual Rate Periods of four (4) years each unless and until the Rate Period for the Bonds is converted to a different Rate Period or to a Multiannual Rate Period of a different duration pursuant to Section 3.3 or until the Maturity Date. Overdue installments of interest on the Bonds, if any, shall not bear interest. SECTION III.2. Determination of Interest Rates. (a) Determination by Remarketing Agent. (i) The Interest Rate shall be determined by the Remarketing Agent as the rate of interest which, in the judgment of the Remarketing Agent, would cause the Bonds to have a market value as of the date of determination equal to the principal amount thereof, taking into account prevailing market conditions, and with respect to Commercial Paper Rates, the Remarketing Agent shall determine the Commercial Paper Rate and the Commercial Paper Rate Period for each Bond at such rate and for such period as it deems advisable in order to minimize the net interest cost on the Bonds, taking into account prevailing market conditions. (ii) In the event the Remarketing Agent fails for any reason to determine or notify the Trustee of the Interest Rate for any Rate Period: (1) The Interest Rate then in effect for Bonds that accrue interest at Daily Rates will remain in effect from day to day until the Trustee is notified of a new Daily Rate determined by the Remarketing Agent. (2) The Interest Rate then in effect for Bonds that accrue interest at Weekly Rates will remain in effect from week to week until the Trustee is notified of a new Weekly Rate determined by the Remarketing Agent. (3) The Interest Rate for any Bond that accrues interest at Commercial Paper Rates and for which a Commercial Paper Rate and Commercial Paper Rate Period is not determined shall be equal to 100% of the prime commercial paper rate (30 days) shown in the table captioned "short-term tax-exempt yields" in the edition of The Bond Buyer published on the day on which such rate is determined or, if such rate is not published on that day, the most recent publication of such rate, and the Rate Period for such Bond shall extend to the day preceding the next Business Day, until the Trustee is notified of a new Commercial Paper Rate and Commercial Paper Rate Period determined for such Bond by the Remarketing Agent. (4) The Interest Rate then in effect for Bonds that accrue interest at the Multiannual Rate will be automatically converted to Commercial Paper Rates with Commercial Paper Rate Periods of one Business Day until the Trustee is notified of a new Interest Rate and Rate Period by the Company and the Remarketing Agent. (iii) All determinations of Interest Rates pursuant to this Section shall be conclusive and binding upon the Issuer, the Company, the Trustee, the Paying Agent, any Co- Paying Agent and the Owners of the Bonds to which such rates are applicable. (iv) The Interest Rate in effect for Bonds during any Rate Period shall be available to Owners on the date such Interest Rate is determined, between 1:00 p.m. and 5:00 p.m., New York City time, from the Remarketing Agent or the Trustee at their principal offices and shall also be communicated by the Remarketing Agent to the Company by telephonic or Electronic notice. (v) During any transitional period for a conversion from a Commercial Paper Rate Period to a Daily Rate or Weekly Rate Period in which the Remarketing Agent is setting different Commercial Paper Rate Periods in order to effect an orderly transition of such conversion, Bonds bearing interest at the Commercial Paper Rate shall be governed by the provisions of this Indenture applicable to Commercial Paper Rate Periods and Commercial Paper Rates, and Bonds bearing interest at the Daily Rate or Weekly Rate, as applicable, shall be governed by the provisions of this Indenture applicable to such Daily Rates and Daily Rate Periods or Weekly Rates and Weekly Rate Periods, as the case may be. (b) Commercial Paper Rates. The Bonds shall bear interest at the Commercial Paper Rate for each Commercial Paper Rate Period as determined in accordance with this subsection (b). The Commercial Paper Rate borne by the Bonds shall not exceed 12% per annum. Notwithstanding the foregoing, no Commercial Paper Rate Period may be established which exceeds 270 days or, if the Remarketing Agent has given or received notice of any conversion to a Multiannual Rate Period, the remaining number of days prior to the Conversion Date or, if the Remarketing Agent has given or received notice of any conversion to a Daily Rate or Weekly Rate, the length of each Commercial Paper Rate Period for each Bond shall be determined by the Remarketing Agent to be either (A) that length of period that, as soon as possible, shall enable the Commercial Paper Rate Periods for all Bonds to end on the day before the Conversion Date, or (B) that length of period which, based on the Remarketing Agent's judgment, will best promote an orderly transition to the next Rate Period. Commercial Paper Rates on, and Commercial Paper Rate Periods for, the Bonds shall be determined as follows: (i) The Commercial Paper Rate on a Bond for a specific Commercial Paper Rate Period shall be the rate established by the Remarketing Agent no later than 1:00 p.m. (New York City time) on the first Business Day of that Commercial Paper Rate Period as the minimum rate of interest necessary, in the judgment of the Remarketing Agent, to enable the Remarketing Agent to sell such Bond on that day at a price equal to the principal amount thereof, and such Commercial Paper Rate shall be provided to the Trustee by the Remarket ing Agent by telephonic or Electronic notice by 1:00 p.m., New York City time, on that same day. Unless the Bonds are in book-entry form, the Trustee will deliver certificates for such Bonds to the Remarketing Agent not later than 2:45 p.m., New York City time, on such Business Day against receipt of payment therefor. (ii) Each Commercial Paper Rate Period applicable to a Bond shall be determined by the Remarketing Agent on or prior to the first Business Day of such Commercial Paper Rate Period (but no later than 1:00 p.m. (New York City time) on the first Business Day of the Commercial Paper Rate Period) as that period which together with all other Commercial Paper Rate Periods for all Bonds then Outstanding, will, in the judgment of the Remarketing Agent, produce the greatest likelihood of the lowest net interest cost during the term of the Bonds; provided that each Commercial Paper Rate Period shall be from one to 270 days in length, shall commence on a Business Day, shall end on a day preceding a Business Day or the day preceding the Maturity Date, and in any event shall end no later than the day preceding the Maturity Date. Each Bond may bear interest at a different Commercial Paper Rate and for a Commercial Paper Rate Period different from any other Bond. The Commercial Paper Rate Period shall be provided to the Trustee by the Remarketing Agent by telephonic or Electronic notice by 1:00 p.m., New York City time, on that same day. The Remarketing Agent may, in the reasonable exercise of its judgment, (1) determine Commercial Paper Rate Periods that result in Commercial Paper Rates on the Bonds that are higher than would be borne by Bonds with shorter Commercial Paper Rate Periods in order to increase the likelihood of achieving the lowest net interest cost during the term of the Bonds by assuring the availability of such Commercial Paper Rates for the longer Commercial Paper Rate Periods, and (2) in view of the uncertainties involved in anticipating Commercial Paper Rates, establish different Commercial Paper Rate Periods for Bonds on the same date in order to achieve an average of Commercial Paper Rate Periods that, in the reasonable exercise of its judgment, is most likely to achieve the lowest net interest cost during the term of the Bonds. The determination of the Commercial Paper Rate Periods by the Remarketing Agent will be based upon the relative market yields of Bonds bearing interest at a Commercial Paper Rate and other securities that bear interest at a variable rate or at fixed rates that, in the reasonable exercise of the judgment of the Remarketing Agent, are otherwise comparable to the Bonds, or any fact or circumstance relating to the Bonds or affecting the market for the Bonds or affecting such other comparable securities in a manner that, in the reasonable exercise of the judgment of the Remarketing Agent, will affect the market for the Bonds. The Remarketing Agent, in its discretion, may consider such information and resources as it deems appropriate in making the determinations described in this paragraph, including consultations with the Company, but the Remarketing Agent's determination of the Commercial Paper Rate Period for each Bond will be based solely upon the reasonable exercise of the Remarketing Agent's judgment. (c) Daily Rates. A Daily Rate shall be established for each Daily Rate Period as follows: (i) Daily Rate Periods shall commence on a Daily Rate Conversion Date which shall be a Business Day and thereafter, prior to the next Conversion Date, on each Business Day thereafter until the Rate Period for the Bonds is converted to another Rate Period and shall extend to, but not include, the next succeeding Business Day. (ii) The Daily Rate for each Daily Rate Period shall be effective from and including the commencement date thereof and shall remain in effect to, but not including, the next succeeding Business Day. Each such Daily Rate shall be determined by the Remarketing Agent not later than 10:30 a.m., New York City time, on the first Business Day of the Daily Rate Period to which it relates and provided to the Trustee by the Remarketing Agent by Electronic notice by 12:00 noon, New York City time, on that same day. The Daily Rate borne by the Bonds shall not exceed 12% per annum. (d) Weekly Rates. A Weekly Rate shall be determined for each Weekly Rate Period as follows: (i) Weekly Rate Periods shall commence on a Wednesday and end on Tuesday of the following week, or, if earlier, the day preceding the Maturity Date, and each Weekly Rate Period shall be followed by another Weekly Rate Period until the Rate Period of the Bonds is converted to another Rate Period or until the Maturity Date; provided that (A) in the case of a conversion to a Weekly Rate Period from a differ ent Rate Period, the Weekly Rate Period shall commence on the Weekly Rate Conversion Date and shall end on Tuesday of the following week, or, if earlier, the day preceding the Maturity Date; and (B) in the case of a conversion from a Weekly Rate Period to a different Rate Period, the last Weekly Rate Period prior to conversion shall end on the last day immediately preceding the Conversion Date to the new Rate Period. (ii) The Weekly Rate for each Weekly Rate Period shall be effective from and including the commencement date of such period and shall remain in effect through and including the last day thereof. Each such Weekly Rate shall be deter mined by the Remarketing Agent not later than 10:00 a.m., New York City time, on the commencement date of the Weekly Rate Period to which it relates and provided to the Trustee by the Remarketing Agent by written or Electronic notice by 12:00 noon, New York City time, on such date. The Weekly Rate borne by the Bonds shall not exceed 12% per annum. (e) Multiannual Rates. The Multiannual Rate for the Multiannual Rate Period commencing with the Issue Date and ending on September 30, 2003 pursuant to Section 3.1 hereof shall be 5.35% per annum. Thereafter, the Multiannual Rate shall be determined for each Multiannual Rate Period as follows: (i) Except as provided in Section 3.1 hereof, each Multiannual Rate Period shall be followed by another Multiannual Rate Period of the same duration until the Rate Period for the Bonds is converted to a different Rate Period or a Multiannual Rate Period of a different duration or until the Maturity Date. (ii) Multiannual Rate Periods shall (A) remain in effect for a term of twelve (12) calendar months or any whole multiple thereof selected by the Company (except for a Multiannual Rate Period ending on the Maturity Date), (B) commence on a Multiannual Rate Conversion Date or the commencement date of the following Multiannual Rate Period of the same duration, and (C) end on the day preceding either the commencement date of the following Multiannual Rate Period, the Conversion Date on which a different Rate Period shall become effective or the Maturity Date; provided, however, that the initial Multiannual Rate Period shall commence on the Issue Date and end on September 30, 2003 and shall be succeeded by Multiannual Rate Periods of four (4) years each unless and until the Rate Period for the Bonds is converted to a different Rate Period or to a Multiannual Rate Period of a different duration pursuant to Section 3.3 or until the Maturity Date. (iii) The Multiannual Rate for each such Multiannual Rate Period shall be determined by the Remarketing Agent not later than 12:00 noon, New York City time, on the Business Day immediately preceding the commencement date of the Multiannual Rate Period to which it relates and provided to the Trustee by the Remarketing Agent by written or Electronic notice by the close of business on such Business Day. The Multiannual Rate borne by the Bonds shall not exceed 12% per annum. The Multiannual Rate for each Multiannual Rate Period shall be effective from and including the commencement date of such period and remain in effect through and including the last day thereof. SECTION III.3. Conversions Between Rate Periods. The Company may elect to convert the Bonds from one Rate Period to another as follows: (a) Conversion Dates. (i) If the conversion is from Commercial Paper Rate Periods, the Conversion Date, if the Bonds are being converted to a Multiannual Rate, must be the date on which interest is payable on all of the Bonds accruing interest at Commercial Paper Rates, and if the conversion is from a Commercial Paper Rate Period to a Daily Rate or Weekly Rate, there may be more than one Conversion Date in accordance with Section 3.2(b); however, the Conversion Date with respect to each Bond must be the date on which interest at the Commercial Paper Rate is payable on such Bonds. (ii) If the conversion is from a Daily or Weekly Rate Period, the Conversion Date must be an Interest Payment Date on which interest is payable for the Daily or Weekly Rate Period from which the conversion is made. (iii) If the conversion is from a Multiannual Rate Period, the Conversion Date may be the day following the end of the Multiannual Rate Period or any date on which the Bonds are also subject to optional redemption pursuant to Section 8.1 hereof. (b) Notices by Company. The Company shall give notice of any proposed conversion to the Trustee and the Remarketing Agent not fewer than three Business Days (unless a shorter notice shall be accepted by the Trustee as sufficient) prior to the date the notice to Bondholders must be given pursuant to Section 3.3(c) of the proposed conversion from a Commercial Paper, Daily, Weekly or Multiannual Rate Period or of a conversion of the Multiannual Rate Period to a Multiannual Rate Period of a different duration (other than a conversion pursuant to Section 3.2(a)(ii)(4) of this Indenture). (c) Notices by Trustee. The Trustee shall give notice by first class mail, of the proposed conversion to the Registered Owners of Bonds accruing interest at Commercial Paper, Daily or Weekly Rates not less than 15 days before the proposed Conversion Date and to Registered Owners of Bonds accruing interest at a Multiannual Rate not less than 30 days before the proposed Conversion Date (other than a conversion pursuant to Section 3.2(a)(ii)(4) of this Indenture). Such notice shall state: (i) the proposed Conversion Date and the proposed Interest Rate (i.e. whether the Bonds will bear interest at a Daily Rate, Weekly Rate, Commercial Paper Rate or Multiannual Rate and the duration of the Multiannual Rate Period) to be effective on such date; (ii) that the Bonds will be subject to mandatory tender for purchase on the Conversion Date (except in the case of conversions between Daily and Weekly Rate Periods); (iii) the conditions, if any, to the conversion pursuant to subsection (d) below; (iv) if the Bonds are in certificated form, information with respect to required delivery of Bond certificates and payment of the Purchase Price; and (v) the new Interest Payment Date or Dates and Regular Record Dates. (d) Conditions to Conversion. No conversion of Rate Periods will become effective unless: (i) if the conversion is from Commercial Paper Rate Periods, the Trustee has received, prior to the date on which notice of the proposed conversion is required to be given to Registered Owners, written confirmation from the Remarketing Agent that it has not established and will not establish any Commercial Paper Rate Periods extending beyond the day before the Conversion Date (or Conversion Dates if the Remarketing Agent will be establishing Commercial Paper Rate Periods in connection with a conversion to Daily or Weekly Rate Periods pursuant to the first paragraph of Section 3.2(b)); and (ii) if the conversion is from a Commercial Paper, Daily or Weekly Rate Period to a Multiannual Rate Period, or from a Multiannual Rate Period to a Commercial Paper, Daily or Weekly Rate Period (other than a conversion pursuant to Section 3.2(a)(ii)(4) of this Indenture), the Trustee has been provided, no later than one day before the Conversion Date, with a Favorable Opinion of Bond Counsel with respect to the conversion. ARTICLE IV TENDER AND PURCHASE OF BONDS SECTION IV.1. Optional Tenders for Purchase (a) Purchase Dates. The owners or registered owners of Bonds accruing interest at Daily or Weekly Rates may elect to have their Bonds (or portions thereof in amounts equal to the lowest denomination then authorized pursuant to Section 2.2 hereof or whole multiples of such lowest denomination) purchased at the Purchase Price on the following Purchase Dates: (i) Bonds accruing interest at Daily Rates may be tendered for purchase at the Purchase Price payable in immediately available funds on any Business Day upon written or Electronic notice of tender given to the Paying Agent, directly or through the owner's DTC Participant (as defined in the Letter of Representations), not later than 11:00 a.m., New York City time, on the Purchase Date. (ii) Bonds accruing interest at Weekly Rates may be tendered for purchase at the Purchase Price payable in immediately available funds on any Business Day upon written or Electronic notice of tender given to the Paying Agent, directly or through the Owner's DTC Participant, not later than 5:00 p.m., New York City time, on a Business Day not fewer than seven days prior to the Purchase Date. (b) Notice of Tender. Each notice of tender: (i) shall, in the case of a written notice, be delivered to the Paying Agent at its principal office and be in form satisfactory to the Paying Agent; (ii) shall state, whether delivered in writing or Electronically (A) the principal amount of the Bond to which the notice relates, (B) that the Owner or Registered Owner irrevocably demands purchase of such Bond or a specified portion thereof in an amount equal to the lowest denomination then authorized pursuant to Section 2.2 hereof or a whole multiple of such lowest denomination, (C) the date on which such Bond or portion is to be purchased, and (D) payment instructions with respect to the Purchase Price; and (iii) shall automatically constitute, whether delivered in writing or Electronically (A) an irrevocable offer to sell the Bond (or portion thereof) to which the notice relates on the Purchase Date at a Purchase Price equal to the principal amount of such Bond (or portion thereof) plus any interest thereon accrued and unpaid as of the Purchase Date, (B) an irrevocable authorization and instruction to the Paying Agent to effect transfer of such Bond (or portion thereof) upon payment of the Purchase Price to the Paying Agent on the Purchase Date, (C) an irrevocable authorization and instruction to the Paying Agent to effect the exchange of the Bond to be purchased in whole or in part for other Bonds in an equal aggregate principal amount so as to facilitate the sale of such Bond (or portion thereof to be purchased), and (D) an acknowledgment that such Owner or Registered Owner will have no further rights with respect to such Bond (or portion thereof) upon payment of the Purchase Price thereof to the Paying Agent on the Purchase Date, except for the right of such Owner or Registered Owner to receive such Purchase Price upon delivery of such Bond to the Paying Agent. The determination of the Paying Agent as to whether a notice of tender has been properly delivered pursuant to the foregoing shall be conclusive and binding upon the Owner or Registered Owner. (c) Bonds to be Remarketed. Not later than 11:00 a.m., New York City time, on the Business Day immediately following the date of receipt of any notice of tender (or immediately upon such receipt, in the case of Bonds accruing interest at Daily Rates), the Paying Agent shall notify, by telephone, promptly confirmed in writing, the Company, the Trustee and the Remarketing Agent of the principal amount of Bonds (or portions thereof) to be purchased and the Purchase Date. (d) Trustee Reliance. In accepting a Notice of Tender pursuant to Section 4.1 hereof, the Trustee and the Paying Agent may conclusively assume that the person providing the Notice of Tender is the beneficial owner of the Bonds and therefore entitled to tender them. The Trustee and Paying Agent assumes no liability to anyone in accepting a Notice of Tender from a person whom it reasonably believes to be a beneficial owner of the Bonds. SECTION IV.2. Mandatory Tenders for Purchase (a) Commercial Paper Rate Bonds. Each Bond accruing interest at a Commercial Paper Rate is subject to mandatory tender for purchase on each Interest Payment Date applicable to such Bond, at a Purchase Price equal to 100% of the principal amount thereof. The Registered Owner of any Bond accruing interest at a Commercial Paper Rate and tendered for purchase as provided in this subsection (a) shall provide the Paying Agent with written payment instructions for the Purchase Price of its Bond on or before tender thereof to the Paying Agent. (b) Conversions between Rate Periods. Bonds to be converted from one Rate Period to a different Rate Period (except conversions from the Daily Rate to the Weekly Rate or from the Weekly Rate to the Daily Rate) or from a Multiannual Rate Period to a Multiannual Rate Period of different duration are subject to mandatory tender for purchase on the Conversion Date at the Purchase Price. (c) Multiannual Rate Bonds. Bonds accruing interest at a Multiannual Rate are subject to mandatory tender for purchase on the Interest Payment Date following the end of each Multiannual Rate Period at a Purchase Price equal to 100% of the principal amount thereof. The Registered Owner of any Bond accruing interest at a Multiannual Rate and tendered for purchase as provided in this subsection (c) shall provide the Paying Agent with written payment instructions for the Purchase Price of its Bond on or before tender thereof to the Paying Agent. The Trustee shall give notice by first class mail to the Registered Owners of the mandatory tender of Bonds accruing interest at a Multiannual Rate pursuant to this subsection (c) not less than 30 days before the tender date. Such notice shall state: (i) the mandatory tender date; (ii) that the Bonds will be subject to mandatory tender for purchase on the mandatory tender date; and (iii) if the Bonds are in certificated form, information with respect to required delivery of Bond certificates and payment of the Purchase Price. SECTION IV.3. Remarketing and Purchase. (a) Remarketing of Tendered Bonds. Unless otherwise instructed by the Company, the Remarketing Agent shall offer for sale and use its best efforts to find purchasers for all Bonds or portions thereof for which notice of tender has been received pursuant to Section 4.1(c) or which are subject to mandatory tender pursuant to Section 4.2. The terms of any sale by the Remarketing Agent shall provide for the payment of the Purchase Price (other than that portion of the Purchase Price equal to the premium that would be payable by the Company in the case of a Bond converted from a Multiannual Rate Period on a date when such Bond is also subject to optional redemption at a premium) for tendered Bonds by the Remarketing Agent to the Paying Agent (i) in immediately available funds at or before 2:15 p.m., New York City time, on the Purchase Date, in the case of Bonds accruing interest at Commercial Paper Rates or Daily Rates, and (ii) in immediately available funds at or before 12:00 noon, New York City time, on the Purchase Date, in the case of Bonds accruing interest at Weekly Rates or Multiannual Rates. The Remarketing Agent shall not sell any Bond as to which a notice of conversion from one type of Rate Period to another has been given by the Trustee unless the Remarketing Agent has advised the Person to whom the sale is made of the conversion. The Remarketing Agent shall not remarket any Bonds pursuant to this Section if an Event of Default shall have occurred and be continuing hereunder with respect to the Bonds. (b) Purchase of Tendered Bonds. (i) Notice. At or before 3:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Date of tendered Bonds (or 12:45 p.m., New York City time, on the Purchase Date in the case of Bonds accruing interest at Daily or Commercial Paper Rates), the Remarketing Agent shall give notice by telegram, telecopy, telex, Electronically or by other similar communication to the Trustee of the principal amount of tendered Bonds which were remarketed. Not later than 5:00 p.m. (or 1:30 p.m., in the case of Bonds accruing interest at Daily or Commercial Paper Rates), New York City time, on the date of receipt of such notice the Trustee shall give notice by telegram, telecopy, Electronically or by other similar communication to the Paying Agent and the Company, specifying the principal amount of tendered Bonds as to which the Remarketing Agent has not found a purchaser at that time. At or before 3:00 p.m., New York City time, on the Business Day prior to the Purchase Date to the extent known to the Remarketing Agent, but in any event, no later than 11:00 a.m. (or 1:00 p.m., in the case of Bonds accruing interest at Daily or Commercial Paper Rates), New York City time, on the Purchase Date, the Remarketing Agent shall give notice to the Paying Agent by telephone (promptly confirmed in writing or Electronically) of the names, addresses and taxpayer identification numbers of the purchasers, the denominations of Bonds to be delivered to each purchaser and, if available, payment instructions for regularly scheduled interest payments, or of any changes in any such information previously communicated. (ii) Sources of Payments. The Remarketing Agent shall cause to be paid to the Paying Agent on the Purchase Date of tendered Bonds, all amounts representing proceeds of the remarketing of such Bonds, such payments to be made in the manner and at the time specified in subsection 4.3(a) above. On each date Bonds are to be purchased pursuant to Sections 4.1 and 4.2, the Paying Agent shall purchase, but only from the funds listed below, such Bonds from the owners thereof. Funds for the payment of such Purchase Price shall be derived from the following sources in the order of priority indicated: (1) Proceeds of the sale of such Bonds, pursuant to Section 4.3(a); and (2) Moneys paid by the Company to pay the Purchase Price, which are furnished by the Trustee to the Paying Agent or furnished directly to the Paying Agent. On each Purchase Date, except to the extent that the Trustee shall have received Electronic notice (promptly confirmed by telephone) from the Remarketing Agent on or prior to 10:00 a.m. (New York City time) on each Purchase Date that such Bonds shall have been remarketed pursuant to Section 4.3 hereof, that the moneys described in clause (1) above will be sufficient to pay the Purchase Price of such Bonds and that such moneys are on deposit with the Remarketing Agent to pay such Purchase Price, the Company shall deliver or cause to be delivered such amounts and at such times so that there will be delivered to the Paying Agent (A) immediately available funds in an amount equal to such deficiency prior to 2:30 p.m., New York City time, on the Purchase Date of tendered Bonds accruing interest at Daily Rates (3:00 p.m., New York City time, in the case of Bonds accruing interest at Commercial Paper Rates), and (B) immediately available funds in an amount equal to such deficiency prior to 12:15 p.m., New York City time, on the Purchase Date of tendered Bonds accruing interest at Weekly Rates or Multiannual Rates (the obligation of the Company to deliver such moneys not being conditioned on receipt by the Company of the foregoing notice from the Trustee). All moneys received by the Paying Agent as remarketing proceeds and additional amounts, if any, received from the Company, as the case may be, shall be deposited by the Paying Agent in the appropriate account of the Bond Purchase Fund to be used solely for the payment of the Purchase Price of tendered Bonds and shall not be commingled with other funds held by the Paying Agent and shall not be invested. (iii) Payments by the Paying Agent. At or before 3:30 p.m., New York City time, on the Purchase Date for tendered Bonds and upon receipt by the Paying Agent of 100% of the aggregate Purchase Price of the tendered Bonds, the Paying Agent shall pay or receipt the Purchase Price of such Bonds to the Registered Owners thereof. Such payments shall be made in immediately available funds (or by wire transfer). The Paying Agent shall apply in order (A) moneys paid to it by the Remarketing Agent as proceeds of the remarketing of such Bonds by the Remarketing Agent, and (B) other moneys made available by the Company. (iv) Registration and Delivery of Tendered or Purchased Bonds. On the Purchase Date, the Paying Agent shall register and deliver (or hold) or cancel all Bonds purchased on any Purchase Date as follows: (A) Bonds purchased or remarketed by the Remarketing Agent shall be registered and made available to the Remarketing Agent by 3:15 p.m., New York City time, in accordance with the instructions of the Remarketing Agent, and (B) Bonds purchased with amounts provided by the Company shall be registered in the name of the Company and shall be delivered to the Trustee to be held in trust by the Trustee on behalf of the Company and shall not be released from such trust unless the Trustee shall have received written instructions from the Company. Notwithstanding anything herein to the contrary, so long as the Bonds are held in book-entry-only form in accordance with Section 2.13 hereof, Bonds will not be delivered as set forth above; rather, transfers of beneficial ownership of the Bonds to the person indicated above will be effected on the registration books of DTC pursuant to its rules and procedures and the Letter of Representations. (v) Resale of Bonds Purchased by the Company. In the event that any Bonds are registered to the Company pursuant to subparagraph (iv) above to the extent requested by the Company, the Remarketing Agent shall offer for sale and use its best efforts to sell such Bonds at a price equal to the principal amount thereof plus accrued interest. (vi) Delivery of Tendered Bonds; Effect of Failure to Surrender Bonds. All Bonds to be purchased on any date shall be required to be delivered to the principal office of the Paying Agent at or before (A) 1:00 p.m., New York City time, on the Purchase Date in the case of Bonds accruing interest at Commercial Paper Rates or Daily Rates; (B) 12:00 noon, New York City time, on the Purchase Date in the case of Bonds accruing interest at Weekly Rates; or (C) 3:00 p.m., New York City time, on the Purchase Date in the case of Bonds accruing interest at Multiannual Rates. If the Owner of any Bond (or portion thereof) in certificated form that is subject to optional or mandatory purchase pursuant to this Article fails to deliver such Bond to the Paying Agent for purchase on the Purchase Date, and if the Paying Agent is in receipt of the Purchase Price therefor, such Bond (or portion thereof) shall nevertheless be deemed purchased on the Purchase Date thereof and ownership of such Bond (or portion thereof) shall be transferred to the purchaser thereof as provided in subsection (ii) above. Any Owner who fails to deliver such Bond for purchase shall have no further rights thereunder except the right to receive the Purchase Price thereof upon presentation and surrender of said Bond to the Paying Agent. The Paying Agent shall, as to any tendered Bonds which have not been delivered to it (i) promptly notify the Remarketing Agent of such nondelivery, and (ii) place or cause to be placed a stop transfer against an appropriate amount of Bonds registered in the name of such Registered Owner(s) on the bond registration books. The Paying Agent shall place or cause to be placed such stop(s) commencing with the lowest serial number Bond registered in the name of such Registered Owner(s) until stop transfers have been placed against an appropriate amount of Bonds until the appropriate tendered Bonds are delivered to the Paying Agent. Upon such delivery, the Paying Agent shall make or cause the Bond Registrar to make any necessary adjustments to the bond registration books. Notwithstanding anything herein to the contrary, so long as the Bonds are held in book-entry-only form in accordance with Section 2.13 hereof, Bonds will not be delivered as set forth above; rather, transfers of beneficial ownership of the Bonds to the person indicated above will be effected on the registration books of DTC pursuant to its rules and procedures and the Letter of Representations. SECTION IV.4. Bond Purchase Fund. There is hereby created and ordered to be established with the Paying Agent a segregated trust fund to be designated the "Bond Purchase Fund". The Bond Purchase Fund shall consist of the sub-accounts to be designated respectively the "Remarketing Account" and the "Company Purchase Account". The Paying Agent shall deposit or cause to be deposited into the Remarketing Account, when and as received, all moneys delivered to the Paying Agent for the Purchase Price of remarketed Bonds by or on behalf of the Remarketing Agent. The Paying Agent shall disburse moneys from the Remarketing Account to pay the Purchase Price of Bonds properly tendered for purchase upon surrender of such Bonds pursuant to Section 4.3(b)(vi). The Trustee or Paying Agent, as the case may be, shall deposit or cause to be deposited into the Company Purchase Account, when and as received, all moneys delivered to the Trustee or the Paying Agent, as the case may be, for the account of the Company pursuant to Section 4.2 of the Refunding Agreement. The Paying Agent shall disburse moneys from the Company Purchase Account to pay the Purchase Price of Bonds properly tendered for purchase by or on behalf of the Company upon surrender of such Bonds pursuant to Section 4.3(b)(vi). The funds held by the Paying Agent in the Bond Purchase Fund shall not constitute part of the trust estate which is subject to the lien of this Indenture. The moneys in the Bond Purchase Fund shall be used solely to pay the Purchase Price of Bonds as aforesaid and may not be used for any other purposes. It shall be the duty of the Paying Agent to hold the moneys in the Bond Purchase Fund, without liability for interest thereon, for the benefit of the Registered Owners of Bonds which have been properly tendered for purchase or deemed tendered on the Purchase Date, and if sufficient funds to pay the Purchase Price for such tendered Bonds shall be held by the Paying Agent in the Bond Purchase Fund for the benefit of the Registered Owners thereof, each such Registered Owner shall thereafter be restricted exclusively to the Bond Purchase Fund for any claim of whatever nature on such Registered Owner's part under this Indenture or on, or with respect to, such tendered Bond. The provisions of Section 6.3 hereof shall govern any funds held in the Bond Purchase Fund for such Registered Owners of the Bonds which remain unclaimed for a period of one year after the applicable Purchase Date. ARTICLE V REFUNDING FUND SECTION V.1. Creation of Refunding Fund. There is hereby created and ordered to be established with the Trustee a trust fund of and in the name of the Issuer to be designated "Parish of St. Charles Pollution Control Revenue Refunding Bonds (Entergy Louisiana, Inc. Project) Series 1999-C Refunding Fund". SECTION V.2. Deposit of Proceeds of Bonds. All of the proceeds of the Bonds shall be deposited in the Refunding Fund. The Trustee shall transfer out of the Refunding Fund the proceeds of the Bonds on or before the Refunding Date to the Prior Trustee for disbursement and investment in accordance with the Prior Indenture in order to redeem, together with moneys of the Company deposited therein if necessary, all of the Prior Bonds on the Refunding Date. ARTICLE VI REVENUES AND APPLICATION THEREOF SECTION VI.1. Bond Fund. (a) There is hereby created and ordered to be established with the Trustee a Bond Fund, the moneys from which the Trustee shall make available to the Paying Agent or Agents in accordance with subsection (c) below to pay (i) the principal or redemption price of Bonds as they mature or become due, upon presentation and surrender thereof and (ii) the interest on Bonds as it becomes payable. Moneys in the Bond Fund shall not be applied to pay the Purchase Price of the Bonds. (b) There shall be deposited into the Bond Fund from time to time all payments of principal, redemption price or interest under the Refunding Agreement and all other moneys received by the Trustee under and pursuant to the provisions of this Indenture or any of the provisions of the Refunding Agreement, when accompanied by directions from the person depositing such moneys that such moneys are to be paid into the Bond Fund. (c) Except as provided in Sections 6.3 and 11.7, moneys in the Bond Fund shall be used solely for the payment of the principal or redemption price of the Bonds and interest on the Bonds. SECTION VI.2. Revenues to Be Held for All Bondholders; Certain Exceptions. Until applied as provided in this Indenture to the payment of Bonds or transferred to the Company pursuant to Section 6.3, Revenues shall be held by the Trustee in trust in the Bond Fund for the benefit of the owners of all Outstanding Bonds, except that any portion of the Revenues representing principal or redemption price of any Bonds, and interest on any Bonds previously matured or called for redemption in accordance with Article VIII of this Indenture, shall be held for the benefit of the owners or the former owners of such Bonds only. SECTION VI.3. Amounts Remaining in Bond Fund. Any amounts remaining in the Bond Fund after payment in full of (i) the Bonds (or the provision for payment thereof having been made in accordance with the provisions hereof), (ii) all Administration Expenses, and (iii) all other amounts required to be paid under the Agreement and this Indenture, shall be paid to the Company. Should the holders of any Bonds fail or neglect to present their Bonds for payment within one year from the date such Bonds become due and payable, whether by redemption or at maturity, the Trustee shall, at the end of such period, remit to the Company in trust for the holders of the Bonds the money then held for such Bonds; and the holders of such Bonds shall thereafter have recourse only to the Company for payment thereof. SECTION VI.4. Creation of Administrative Fee Fund and Disbursements from Administrative Fee Fund. There is hereby created and ordered to be established with the Trustee a special trust fund in the name of the Issuer to be designated "Administrative Fee Fund (Entergy Louisiana, Inc. Project) Series 1999-C". Pursuant to the provisions of Section 10.15 of the Refunding Agreement, the Company is required to make a deposit into the Administrative Fee Fund on the date of initial issuance and delivery of the Bonds. Such deposit shall be held by the Trustee uninvested and disbursed to Bond Counsel described in Exhibit B hereto and to the Issuer (with respect to the Issuer Counsel fee) in an amount not exceeding the amounts set forth on Exhibit B hereto upon submission to the Trustee of statements or invoices by Bond Counsel or the Issuer, as the case may be. Any amounts remaining in the Administrative Fee Fund six months after the date of initial issuance and delivery of the Bonds shall be transferred to the Company. ARTICLE VII INVESTMENT OR DEPOSIT OF MONEYS SECTION VII.1. Deposits. All moneys received by the Trustee under this Indenture shall be deposited with the Trustee, until or unless invested or deposited as provided in Section 7.2 or as otherwise provided herein. All deposits with the Trustee shall be secured as required by applicable law for such trust deposits. The Trustee may deposit such moneys with any other depository which is authorized to receive them and is subject to supervision by public banking authorities. The moneys on deposit in the Bond Purchase Fund shall not be invested. SECTION VII.2. Investment of Moneys in Bond Fund and Refunding Fund. (a) Moneys held for the credit of the Bond Fund and the Refunding Fund shall, upon direction by the Authorized Company Representative, be invested and reinvested by the Trustee in any one or more of the following obligations or securities on which neither the Company nor any of its subsidiaries is the obligor: (i) Government Securities; (ii) interest bearing deposit accounts (which may be represented by certificates of deposit) in national or state banks (which may include the Trustee, any Paying Agent, and the Bond Registrar) having a combined capital and surplus of not less than $10,000,000, or savings and loan associations having total assets of not less than $40,000,000; (iii) bankers' acceptances drawn on and accepted by commercial banks (which may include the Trustee, any Paying Agent, and the Bond Registrar) having a combined capital and surplus of not less than $10,000,000; (iv) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, any state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico, or any political subdivision of any of the foregoing, which are rated in any of the three highest rating categories by a nationally recognized rating agency; (v) obligations of federal agencies which obligations represent the full faith and credit of the United States of America; (vi) commercial or finance company paper which is rated in any of the three highest rating categories by a nationally recognized rating agency; (vii) corporate debt securities rated in any of the three highest rating categories by a nationally recognized rating agency; (viii) money market funds, including those for which the Trustee or any affiliate receives compensation with respect to such investment, which (x) are rated in the highest rating category by S&P or Moody's or (y) are comprised in their entirety of U. S. Treasury obligations, and (ix) repurchase agreements with banking or financial institutions having a combined capital and surplus of not less than $10,000,000 (which may include the Trustee, any Paying Agent, and the Bond Registrar) with respect to any of the foregoing obligations or securities. As used above, the reference to rating categories shall mean generic categories which may include numerical or other qualifications of ratings within each such generic rating category such as "+" or "-". Such investments shall have maturity dates, or shall be subject to redemption by the holder at the option of the holder, on or prior to the dates the moneys invested therein will be needed as reflected by a statement of the Authorized Company Representative, which statement must be on file with the Trustee prior to any investment. Such investments shall not be subject to redemption by the issuer at the option of the issuer. The Trustee shall not be responsible for any loss in connection with making any investments hereunder. (b) Obligations so purchased as an investment of moneys in any fund or account shall be deemed at all times a part of such fund or account. Any profit and income realized from such investments shall be credited to such fund or account and any loss shall be charged to such fund or account. SECTION VII.3. Arbitrage Bond Covenant. With respect to the authority to invest funds granted in this Indenture, the Issuer and the Trustee hereby covenant with the holders of the Bonds that, subject to the Company's written direction of the investment of funds, they will make no use of the proceeds of the Bonds, or any other funds which may be deemed to be proceeds of the Bonds pursuant to Section 148 of the Code, which would cause the Bonds to be "arbitrage bonds" within the meaning of such Section. The Company has agreed in the Refunding Agreement to comply with the rebate requirements of Section 148(f) of the Code. The Trustee shall maintain such records and provide such information as the Company may request to enable the Company to calculate the amount of gross earnings on the Bond Fund and, from time to time, the value of investments held therein. ARTICLE VIII REDEMPTION OF BONDS SECTION VIII.1. Bonds Subject to Redemption. (a) Optional Redemption. The Bonds shall be subject to redemption at the option of the Issuer, in whole at any time or in part from time to time, and if in part at the lowest authorized denomination or any whole multiple thereof, at the direction of the Company, from funds available for such purpose in the Bond Fund, as follows: (i) If the Bonds accrue interest at Commercial Paper, Daily or Weekly Rates, the Bonds shall be subject to optional redemption on any Interest Payment Date (with respect to a Bond accruing interest at a Commercial Paper Rate, on the Interest Payment Date applicable to that Bond) at an optional redemption price equal to 100% of the principal amount being redeemed, together with accrued interest to the redemption date. (ii) If the Bonds accrue interest at a Multiannual Rate, the Bonds shall be subject to optional redemption (A) at any time on and after the dates and at the optional redemption prices (expressed as percentages of the principal amount being redeemed) set forth below plus accrued interest, if any, to the redemption date and (B) on the day after the end of each Multiannual Rate Period at the redemption price of 100% of the principal amount being redeemed plus accrued interest, if any, to the redemption date: Length of Commencement of Multiannual Rate Multiannual Period Redemption Period Redemption Price Greater than or Fifth anniversary of 102%, declining by equal to 6 years the commencement of 1% on each Multiannual Rate succeeding Period anniversary of the first da of the redemption period until reaching 100% and thereafter at 100% Lass than 6 Years Bonds not subject to optional redemption until commencement of next Multiannual Rate Period (b) Extraordinary Optional Redemption. If the Bonds accrue interest at a Multiannual Rate, the Bonds shall be subject to extraordinary optional redemption by the Issuer, at the direction of the Company, in whole but not in part, at any time, at a redemption price equal to the principal amount being redeemed plus accrued interest to the redemption date, if: (i) the Company shall have determined that the continued operation of the Facilities or the Plant is impracticable, uneconomical or undesirable for any reason; (ii) all or substantially all of the Facilities or the Plant shall have been condemned or taken by eminent domain; or (iii) the operation of the Facilities or the Plant shall have been enjoined or shall have otherwise been prohibited by any order, decree, rule or regulation of any court or of any federal, state or local regulatory body, administrative agency or other governmental body. In addition, if the Bonds accrue interest at a Multiannual Rate, the Bonds shall be subject to extraordinary optional redemption by the Issuer, at the direction of the Company, in whole or in part, at any time prior to the first date on which the Bonds are subject to redemption pursuant to Section 8.1(a)(ii), at a redemption price equal to 102% of the principal amount being redeemed plus accrued interest to the redemption date, if the Company delivers to the Trustee a written certificate (i) to the effect that by reason of a change in use of the Facilities or any portion thereof, the Company has been unable, after reasonable effort, to obtain an opinion of Bond Counsel to the effect that a court, in a properly presented case, should decide that Section 150 of the Code (or successor provision of similar import), does not prevent that portion of the Payments payable under the Refunding Agreement and attributable to interest on the Bonds from being deductible by the Company for federal income tax purposes, (ii) specifying that as a result of its inability to obtain such opinion of Bond Counsel, the Company has elected to prepay amounts due under the Refunding Agreement equal to the redemption price of the Bonds to be so redeemed and (iii) specifying the principal amount of the Bonds which the Company has determined to be the minimum necessary to be so redeemed in order for the Company to retain its rights to such interest deductions (which principal amount of the Bonds will be so redeemed). (c) Extraordinary Mandatory Redemption. The Bonds shall be subject to mandatory redemption, at a redemption price equal to the principal amount being redeemed plus accrued interest to the redemption date, on the one hundred eightieth day (or such earlier date as may be designated by the Company) after a final determination by a court of competent jurisdiction or an administrative agency to the effect that solely as a result of a failure by the Company to perform or observe any covenant, agreement or representation contained in the Refunding Agreement, the interest payable on the Bonds is included for federal income tax purposes in the gross income of the owners thereof, other than any owner who is a "substantial user" of the Facilities or a "related person" within the meaning of Section 147(a) of the Code. No determination by any court or administrative agency will be considered final unless the Company has participated in the proceeding which resulted in such determination, either directly or, at the option of the Company, through a Bondholder, to a degree it reasonably deems sufficient and until the conclusion of any appellate review sought by any party to such proceeding or the expiration of the time for seeking such review. Subject to the foregoing provisions of this subsection (c), the Bonds shall be redeemed in whole unless, in the opinion of Bond Counsel mutually acceptable to the Issuer, the Trustee and the Company, the redemption of a portion of such Bonds would have the result that interest payable on the Bonds remaining outstanding after such redemption would not be includable in the gross income for federal income tax purposes of any owner of any such Bonds. Any such partial redemption shall be by lot in such amount as is necessary to accomplish such result. SECTION VIII.2. Company Direction of Optional Redemption. The Trustee shall call Bonds for optional redemption when and only when it shall have been notified by the Company to do so. The Company will give written notice of any optional redemption to the Trustee and the Issuer as provided in Section 9.1 of the Agreement. SECTION VIII.3. Selection of Bonds to be Called for Redemption. Except as otherwise provided herein or in the Bonds, if less than all the Bonds are to be redeemed, the particular Bonds to be called for redemption shall be selected by lot or any other method determined by the Trustee to be fair and reasonable; provided, however, that if, as stated in a certificate of the Company delivered to the Trustee, the Company shall have offered to purchase all Bonds then Outstanding and less than all of such Bonds shall have been tendered to the Company for such purchase, the Trustee, at the direction of the Company, shall select for redemption all such Bonds which have not been so tendered. If less than all the Bonds are to be redeemed, the Bonds that remain outstanding shall be in authorized denominations. SECTION VIII.4. Notice of Redemption. (a) The Company shall deliver notice to the Trustee of its intention to prepay the principal of, premium, if any, and interest on the Bonds and cause the Bonds to be called for optional redemption at least 15 days prior to the date on which the Trustee is required to give notice of redemption of the Bonds to the Registered Owners thereof (unless a shorter notice shall be accepted by the Trustee as sufficient). The Trustee shall cause notice of any redemption of Bonds hereunder to be mailed by first class mail, postage prepaid (except when DTC is the Registered Owner of all of the Bonds and except for persons or entities owning or providing evidence of ownership satisfactory to the Trustee of a legal or beneficial ownership in at least $1,000,000 aggregate principal amount of Bonds who so request, in which cases, by certified mail, return receipt requested), to the Registered Owners of all Bonds to be redeemed at the registered addresses appearing in the registration books kept for such purpose pursuant to Article II hereof. Each such notice shall (i) be mailed at least 15 days prior to the redemption date for Bonds accruing interest at Daily, Weekly or Commercial Paper Rates and at least 25 days prior to the redemption date for Bonds accruing interest at Multiannual Rates, (ii) identify the Bonds to be redeemed if less than all Bonds are to be redeemed (specifying the CUSIP numbers, if any, assigned to the Bonds), (iii) specify the redemption date and the redemption price, (iv) state whether the notice is conditional or not as permitted by paragraph (b) of hereof, and (v) state that on the redemption date the Bonds called for redemption will be payable at the principal office of the Trustee, that from that date interest will cease to accrue and that no representation is made as to the accuracy or correctness of the CUSIP numbers printed therein or on the Bonds; provided, however, that so long as DTC or its nominee is the sole Registered Owner of the Bonds under the book-entry-only system, redemption notices will be sent to Cede & Co. Any failure on the part of DTC, a direct participant or indirect participant to give such notice to the Owner or any defect therein shall not affect the sufficiency or validity of any proceedings for the redemption of the Bonds. No defect affecting any Bond, whether in the notice of redemption or mailing thereof (including any failure to mail such notice), shall affect the validity of the redemption proceedings for any other Bonds. (b) If at the time of mailing of any notice of an optional redemption there shall not have been deposited with the Trustee moneys sufficient to redeem all the Bonds called for redemption, such notice shall state that it is conditional, that is, subject to the deposit of the redemption moneys with the Trustee on or prior to the redemption date, and such notice shall be of no effect unless such moneys are so deposited on or prior to the redemption date. If such redemption is not effected, the Trustee shall, within five days thereafter, give notice in the manner in which the notice of redemption was given that such moneys were not so received. SECTION VIII.5. Redemption Payments. Subject to the provisions of Section 8.4(b), on or prior to the date fixed for redemption, funds shall be deposited with the Trustee to pay, and the Trustee is hereby authorized and directed to apply such funds to the payment of, the Bonds or portions thereof to be redeemed, together with accrued interest thereon to the redemption date and any required premium. Upon the giving of notice and the deposit of funds for redemption, interest on the Bonds or portions thereof thus redeemed shall no longer accrue after the date fixed for redemption. ARTICLE IX COVENANTS OF THE ISSUER SECTION IX.1. Payment of Principal of, Premium, if any, and Interest on Bonds; Appointment of Paying Agent. The Issuer covenants that it will promptly pay or cause to be paid the principal of, premium, if any, and interest on every Bond issued under this Indenture at the place, on the dates and in the manner provided herein and in the Bond according to the true intent and meaning thereof; provided, however, that the obligation of the Issuer hereunder to make or cause to be made any payment to the Trustee in respect of the principal of, premium, if any, or interest on the Bonds shall be reduced by the amount of moneys, if any, on deposit in the Bond Fund and available to be applied by the Trustee toward the payment of the principal of, premium, if any, or interest on the Bonds. The principal and interest are payable solely from the Trust Estate, including Revenues, which Revenues are specifically pledged and assigned for the payment thereof in the manner and to the extent herein specified, and nothing in the Bonds or this Indenture should be considered as assigning or pledging any funds or assets of the Issuer other than the Trust Estate in the manner and to the extent herein specified. Anything in this Indenture to the contrary notwithstanding, it is understood that whenever the Issuer makes any covenant involving financial commitments, it pledges no funds or assets other than the Trust Estate in the manner and to the extent herein specified, but nothing herein shall be construed as prohibiting the Issuer from using any other funds or assets. The Issuer shall, with the approval of the Company, appoint one or more Paying Agents for such purpose, each such agent to be a national banking association, a bank and trust company or a trust company. The Issuer hereby appoints the Trustee as Paying Agent and designates the office of the Trustee at Tower Marc Plaza, 10161 Centurion Parkway, Jacksonville, Florida 32256, as the place of payment, such appointment and designation to remain in effect until notice of change is filed with the Trustee. The Issuer shall give prompt written notice to the Trustee of the designation of each such Paying Agent and of its designated office location for purposes of such agency, and of any change in the Paying Agent or of its designated office location. Any Paying Agent other than the Trustee shall be a person which meets the requirements for qualifications of a paying agent imposed by Section 12.2 hereof. SECTION IX.2. Compliance with Laws. The Issuer covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all ordinances pertaining thereto. The Issuer covenants that it is duly authorized under the Constitution and laws of the State, including particularly and without limitation the Act, to issue Bonds authorized hereby and to execute this Indenture and to make the pledge and covenants in the manner and to the extent herein set forth; that all action on its part for the issuance of the Bonds and the execution and delivery of this Indenture has been duly and effectively taken; and that the Bonds in the hands of the holders and owners thereof are and will be valid and enforceable obligations of the Issuer according to the import thereof. SECTION IX.3. Enforcement of Agreement; Prohibition Against Amendments of Agreement; Notice of Default. The Issuer shall cooperate with the Trustee in enforcing the payment of all amounts under the Agreement and shall require the Company to perform its obligations under the Agreement. So long as no Event of Default hereunder shall have occurred and be continuing, the Issuer may exercise all its rights under the Agreement as amended or supplemented from time to time, including the right to amend the Agreement; provided that it shall not amend the Agreement without the consent of the Trustee pursuant to Section 14.3. The Issuer shall give prompt notice to the Trustee of any default known to the Issuer under the Agreement. SECTION IX.4. Further Assurances. Except to the extent otherwise provided in this Indenture, the Issuer shall not enter into any contract or take any action by which the rights of the Trustee, the Bondholders or the Company may be impaired and shall, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of this Indenture. SECTION IX.5. Prohibited Activities. The Issuer and the Trustee covenant that neither of them shall take any action or suffer or permit any action to be taken or condition to exist which causes or may cause the interest payable on the Bonds to be includable in gross income for purposes of federal income taxation. Without limiting the generality of the foregoing, the Issuer and the Trustee covenant that (a) the proceeds of the sale of the Bonds, the earnings thereon, and any other moneys on deposit in any fund or account maintained in respect of the Bonds (whether such moneys were derived from the proceeds of the sale of the Bonds or from other sources) will not be used in a manner which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of Section 148 of the Code, and (b) all action with respect to the Bonds required by Section 148(f) of the Code shall be taken in a timely manner. SECTION IX.6. Administration Expenses. It is understood and agreed that pursuant to the provisions of Section 4.4 of the Refunding Agreement, the Company agrees to pay the Administration Expenses. SECTION IX.7. Moneys to be Held in Trust. All moneys required to be deposited with or paid to the Trustee or any Paying Agent for deposit into the Bond Fund, the Bond Purchase Fund or the Refunding Fund (until disbursed in accordance with the provisions of this Indenture) under any provision of this Indenture and all moneys withdrawn from the Bond Fund and held by any Paying Agent, shall be held by the Trustee or such Paying Agent in trust, and except for moneys deposited in the Bond Purchase Fund, or deposited with or paid to the Trustee for the redemption of Bonds, notice of which redemption has been duly given, and for moneys deposited with or paid to the Trustee pursuant to Article XV hereof, shall, while held by the Trustee or any Paying Agent, constitute part of the Trust Estate and be subject to the lien hereof. Any moneys received by or paid to the Trustee pursuant to any provision of the Refunding Agreement calling for the Trustee to hold, administer and disburse the same in accordance with the specific provisions of the Refunding Agreement shall be held, administered and disbursed pursuant to such provisions. The Issuer agrees that if it shall receive any moneys pursuant to applicable provisions of the Refunding Agreement (other than Sections 4.4, 4.5, 4.6 and 8.5 thereof), it will forthwith upon receipt thereof pay the same over to the Trustee to be held, administered and disbursed by the Trustee in accordance with the provisions of the Refunding Agreement pursuant to which the Issuer may have received the same. Furthermore, if for any reason the Refunding Agreement ceases to be in force and effect while any Bonds are outstanding, the Issuer agrees that if it shall receive any moneys derived from the Facilities, it will forthwith upon receipt thereof pay the same over to the Trustee to be held, administered and disbursed by the Trustee in accordance with provisions of the Refunding Agreement that would be applicable if the Refunding Agreement were then in force and effect, and if there be no such provisions which would be so applicable, then the Trustee shall hold, administer and disburse such moneys solely for the discharge of the Issuer's obligations under this Indenture. SECTION IX.8. Rights of Company Under Refunding Agreement. Nothing herein contained shall be deemed to impair the rights and privileges of the Company set forth in the Refunding Agreement, and an Event of Default hereunder shall not constitute an "Event of Default" under the Refunding Agreement unless by the terms of the Refunding Agreement it constitutes an "Event of Default" thereunder. The Issuer and the Trustee agree that the Company in its own name or in the name of the Issuer may enforce all of the rights of the Issuer, all obligations of the Trustee, and all of the Company's rights provided for in this Indenture. SECTION IX.9. Recordation and Other Instruments. The Issuer and the Trustee covenant that they will cooperate with the Company in causing this Indenture, the Refunding Agreement, such security agreements, financing statements and all supplements thereto and other instruments as may be required from time to time to be kept, to be recorded and filed in such manner and in such places as may be required by law in order to fully preserve and protect the security of the holders and owners of the Bonds and the rights of the Trustee hereunder, and to perfect the security interest created by this Indenture. SECTION IX.10. Inspection of Books. The Issuer and the Trustee covenant and agree that all books and documents in their possession relating to the Facilities and the revenues derived from the Facilities shall be open to inspection at all reasonable times by such accountants or other agencies as the other party may from time to time designate and by the Company. SECTION IX.11. Rights of Trustee Under Refunding Agreement. The Refunding Agreement, a duly executed counterpart of which has been filed with the Trustee, sets forth covenants and obligations of the Issuer and the Company, including provisions that subsequent to the issuance of Bonds and prior to their payment in full or provision for payment thereof in accordance with the provisions of the Refunding Agreement may not be effectively amended, changed, modified, altered or terminated, or any provision waived without the written consent of the Trustee, and reference is hereby made to the same for a detailed statement of said covenants and obligations of the Company thereunder, and the Issuer agrees that the Trustee in its name or in the name of the Issuer may enforce all rights of the Issuer and all obligations of the Company under and pursuant to the Refunding Agreement, for and on behalf of the bondholders, whether or not the Issuer is in default hereunder. ARTICLE X EVENTS OF DEFAULT AND REMEDIES SECTION X.1. Events of Default Defined. Each of the following shall be an "Event of Default" hereunder: (a) Payment of the principal or redemption price of any Bond is not made when it becomes due and payable at the Maturity Date or upon call for redemption or upon a declaration of acceleration; or (b) Payment of any interest on any Bond is not made within sixty (60) days after it becomes due and payable; or (c) The occurrence and continuance of any "Event of Default" under Section 8.1(a), (c) or (d) of the Agreement; or (d) Default in the payment of any other amount required to be paid under this Indenture or in the performance or observance of any other of the covenants, agreements or conditions contained in this Indenture, or in the Bonds issued under this Indenture, and continuance thereof for a period of ninety (90) days after written notice specifying such failure and requesting that it be remedied shall have been given to the Issuer and the Company by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the holders of not less than ten percent (10%) in aggregate principal amount of the Bonds then outstanding, unless the Trustee, or the Trustee and holders of an aggregate principal amount of Bonds not less than the aggregate principal amount of Bonds the holders of which requested such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration; provided, however, that the Trustee, or the Trustee and the holders of such principal amount of Bonds, as the case may be, shall be deemed to have agreed to an extension of such period if corrective action is instituted by the Issuer, or the Company on behalf of the Issuer, within such period and is being diligently pursued; or (e) If payment of the Purchase Price of any Bond required to be purchased pursuant to Section 4.3 is not made when such payment becomes due and payable. SECTION X.2. Acceleration and Annulment Thereof. If any Event of Default described in clause (a), (b), (c) or (e) of Section 10.1 hereof occurs and is continuing, the Trustee may, and upon request of the owners of at least a majority in aggregate principal amount of all Bonds then Outstanding shall, by notice in writing to the Issuer and the Company, declare the principal of all Bonds then Outstanding to be immediately due and payable; and upon such declaration the said principal, together with interest accrued thereon to the date of acceleration, shall become due and payable immediately at the place of payment provided therein, anything in the Indenture or in the Bonds to the contrary notwithstanding. Upon the occurrence of any acceleration hereunder, the Trustee shall immediately declare all payments under the Agreement pursuant to Section 4.2 thereof to be due and payable immediately. Immediately after any acceleration hereunder, the Trustee, to the extent it has not already done so, shall notify in writing the Issuer, the Company, the Paying Agent and the Remarketing Agent of the occurrence of such acceleration. Upon the occurrence of any acceleration hereunder, the Trustee shall notify by first class mail, postage prepaid, the owners of all Bonds Outstanding of the occurrence of such acceleration. If, after the principal of the Bonds has become due and payable, all arrears of interest upon the Bonds are paid by the Issuer, and the Issuer also performs all other things in respect to which it may have been in default hereunder and pays the reasonable charges of the Trustee, and the Bondholders, including reasonable and necessary attorneys' fees, then, and in every such case, the owners of a majority in principal amount of the Bonds then Outstanding, by notice to the Issuer and to the Trustee, may annul such acceleration and its consequences, and such annulment shall be binding upon the Trustee and upon all owners of Bonds issued hereunder. No such annulment shall extend to or affect any subsequent default or impair any right or remedy consequent thereon. The Trustee shall forward a copy of any notice from Bondholders received by it pursuant to this paragraph to the Company. Immediately upon such annulment, the Trustee shall cancel, by notice to the Company, any demand for prepayment of all amounts due under the Agreement made by the Trustee pursuant to this Section. The Trustee shall promptly give written notice of such annulment to the Issuer, the Company, the Paying Agent, the Remarketing Agent, and, if notice of the acceleration of the Bonds shall have been given to the Bondholders, shall give notice thereof to the Bondholders. SECTION X.3. Other Remedies. If any Event of Default occurs and is continuing, the Trustee, before or after the principal of the Bonds becomes immediately due and payable, may enforce each and every right granted to it under the Agreement and any supplements or amendments thereto. In exercising such rights and the rights given the Trustee under this Article, the Trustee shall take such action as, in the judgment of the Trustee applying the standards described in Section 11.1, would best serve the interests of the Bondholders. SECTION X.4. Legal Proceedings by Trustee. If any Event of Default has occurred and is continuing, the Trustee in its discretion may, and upon the written request of the Owners of a majority in principal amount of all Bonds then Outstanding and receipt of indemnity to its satisfaction shall, in its own name: (1) By mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Bondholders, including the right to require the Issuer to enforce any rights under the Agreement and to require the Issuer to carry out any other provisions of this Indenture for the benefit of the Bondholders and to perform its duties under the Act; (2) Bring suit to enforce the Bonds; (3) By action or suit in equity require the Issuer to account as if it were the trustee of an express trust for the Bondholders; and (4) By action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Bondholders. SECTION X.5. Discontinuance of Proceedings by Trustee. If any proceeding commenced by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, then the Company, the Issuer, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder as though no such proceedings had been commenced. SECTION X.6. Bondholders May Direct Proceedings. The owners of a majority in principal amount of the Bonds Outstanding shall have the right, after furnishing indemnity satisfactory to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture or any other proceedings hereunder, provided that such direction shall not be in conflict with any rule of law or with this Indenture or unduly prejudice the rights of minority Bondholders. SECTION X.7. Limitations on Actions by Bondholders No Bondholder shall have any right to pursue any remedy hereunder unless: (a) the Trustee shall have been given written notice of an Event of Default or the Trustee shall, pursuant to Section 11.6, be deemed to have notice thereof, (b) the Owners of a majority in principal amount of all Bonds then Outstanding shall have requested the Trustee, in writing, to exercise the powers hereinabove granted or to pursue such remedy in its or their name or names, (c) the Trustee shall have been offered indemnity satisfactory to it against reasonable costs, expenses and liabilities, including, without limitation, reasonable costs and expenses of its counsel, except that no offer of indemnification shall be required for a declaration of acceleration under Section 10.2, and (d) the Trustee shall have failed to comply with such request within a reasonable time. Notwithstanding the foregoing provisions of this Section or any other provision of this Indenture, the obligation of the Issuer shall be absolute and unconditional to pay hereunder, but solely from the Revenues and other funds pledged under this Indenture, the principal or redemption price of, and interest on, the Bonds to the respective owners thereof on the respective due dates thereof, and nothing herein shall affect or impair the right of action, which is absolute and unconditional, of such owners to enforce such payment. SECTION X.8. Trustee May Enforce Rights Without Possession of Bonds. All rights under the Indenture and the Bonds may be enforced by the Trustee without the possession of any Bonds or the production thereof at the trial or other proceedings relative thereto, and any proceeding instituted by the Trustee shall be brought in its name for the ratable benefit of the owners of the Bonds. SECTION X.9. Remedies Not Exclusive. No remedy herein conferred is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. SECTION X.10. Delays and Omissions Not to Impair RightsNo delays or omission in respect of exercising any right or power accruing upon any default shall impair such right or power or be a waiver of such default, and every remedy given by this Article may be exercised from time to time and as often as may be deemed expedient. SECTION X.11. Application of Moneys in Event of Default. Any moneys received by the Trustee under this Article shall be applied in the following order: (1) To the payment of all amounts due and owing the Trustee under Section 11.7 hereof, including, but not limited to, the reasonable costs and expenses of the Trustee in pursuing remedies under this Article X, including reasonable counsel fees, any disbursements of the Trustee with interest thereon at the prime rate of the Trustee and its reasonable compensation; and (2) To the payment of principal or redemption price (as the case may be) and interest then owing on the Bonds, and in case such moneys shall be insufficient to pay the same in full, then to the payment of principal or redemption price and interest ratably, without preference or priority of one over another or of any installment of interest over any other installment of interest; and (3) To the payment of reasonable costs and expenses of the Issuer, including reasonable counsel fees, incurred in connection with the Event of Default. The surplus, if any, shall be paid to the Company. Funds on deposit in the Bond Purchase Fund shall be applied in accordance with Section 4.4 hereof. SECTION X.12. Trustee and Bondholders Entitled to All Remedies Under the Act. It is the purpose of this Article to provide such remedies to the Trustee and the Bondholders as may be lawfully granted under the provisions of the Act, but should any remedy herein granted be held unlawful, the Trustee and the Bondholders shall nevertheless be entitled to every other remedy granted hereunder and every remedy provided by the Act. It is further intended that, insofar as lawfully possible, the provisions of this Article shall apply to and be binding upon any trustee or receiver appointed under applicable law. SECTION X.13. Waiver. In case of an Event of Default on the part of the Issuer, as aforesaid, to the extent that such rights may then lawfully be waived, neither the Issuer nor anyone claiming through it or under it shall or will set up, claim, or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force, in order to prevent or hinder the enforcement of this Indenture, but the Issuer, for itself and all who may claim through or under it, hereby waives, to the extent that it lawfully may do so, the benefit of all such laws and all right of appraisement and redemption to which it may be entitled under the laws of the State of Louisiana. ARTICLE XI THE TRUSTEE SECTION XI.1. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise its rights and powers and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of an Event of Default, (i) the Trustee need perform only those duties that are specifically set forth in this Indenture and no others; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether they conform to the requirements of this Indenture. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 10.6 hereof; (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and (v) no provision of this Indenture shall require the Trustee to provide a bond or other security with respect to the performance of its duties under this Indenture. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to all the paragraphs of this Section. (e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense, but the Trustee may not require indemnity as a condition to declaring the principal of and interest on the Bonds to be due immediately under Section 10.2 hereof. SECTION XI.2. No Responsibility for Recitals, etc. The recitals, statements and representations in this Indenture or in the Bonds, save only the Trustee's Certificate of Authentication upon the Bonds, have been made by the Issuer and not by the Trustee; and the Trustee shall be under no responsibility for the correctness thereof, or for the validity, priority, recording or re-recording, filing or re-filing of this Indenture or the Agreement or any financing statements, amendments thereto or continuation statements, or for insuring the Facilities or collecting any insurance moneys, or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance, or for the validity or sufficiency of the security afforded by this Indenture or the Bonds issued hereunder or intended to be secured hereby, or as to the maintenance of the security hereof. SECTION XI.3. Rights of Trustee. Subject to the foregoing Section: (a) The Trustee may rely on any document believed by it to be genuine and to have been executed or presented by the proper person. The Trustee need not investigate any facts or matters stated in such document. (b) Before the Trustee acts or refrains from acting, it may require a certificate of an appropriate officer or officers of the Issuer or the Company or a Favorable Opinion of Bond Counsel or an opinion of counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the certificate or such opinion of counsel. (c) The Trustee may execute any of its duties hereunder through agents, attorneys-in-fact or co-trustees, and shall not be responsible for the misconduct or negligence of any agent, attorney-in-fact or co-trustee selected by it with reasonable care. SECTION XI.4. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Bonds and may otherwise deal with the Issuer or with the Company or its affiliates with the same rights it would have if it were not Trustee. Any Paying Agent may do the same with like rights. SECTION XI.5. Trustee's Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Bonds and it shall not be responsible for any statement in the Bonds other than its certificate of authentication. SECTION XI.6. Notice of Defaults. The Trustee shall not be required to take notice, or be deemed to have notice, of any Event of Default under this Indenture, other than an Event of Default under clause (a), (b) or (e) of Section 10.1 hereof (but, with respect to an Event of Default under Section 10.1(e) hereof, only to the extent that the Trustee has received notice thereof from the Paying Agent) concerning which the Trustee shall be deemed to have notice, unless the Trustee shall have been specifically notified in writing of such an Event of Default. If an Event of Default occurs and is continuing and if it is known to or deemed to be known by the Trustee, the Trustee shall mail to each Bondholder notice of the event within 90 days after it occurs. Except in the case of a default in payment or purchase of any Bonds, the Trustee may withhold the notice if and so long as a committee of its responsible officers in good faith determines that withholding the notice is in the interests of Bondholders. If an Event of Default occurs or if an event occurs which with the giving of notice or lapse of time or both would be an Event of Default, the Trustee shall, immediately upon becoming aware of such Event of Default or such event, give immediate written notice thereof to the Remarketing Agent. SECTION XI.7. Compensation of Trustee and Indemnity. (a) For acting under this Indenture, the Trustee shall be entitled to payment for its services and reimbursement of advances, counsel fees and other expenses as shall be agreed to between the Trustee and the Company or, in the absence of any such agreement, to payment of such fees and expenses as may be reasonably made or incurred by the Trustee and reasonable in amount in connection with its services under this Indenture. To secure the payment or reimbursement to the Trustee provided for in this paragraph (a), the Trustee shall have a prior lien on all money or property held or collected by the Trustee, except moneys or obligations held in trust to pay principal of, premium, if any, and interest on particular Bonds. (b) Pursuant to the terms of Sections 4.4 and 4.5 of the Refunding Agreement, the terms of which are incorporated herein by reference, the Company will, among other things, indemnify and hold the Trustee free and harmless from any loss, claim, damage, tax, penalty, liability (including but not limited to liability for any patent infringement), disbursement, litigation expenses, attorneys' fees and expenses or court costs arising out of, or in any way relating to, the execution or performance of the Refunding Agreement, the issuance or sale of the Bonds, actions taken under the Indenture, or any other cause whatsoever pertaining to the Facilities, including without limitation, recovery costs arising from the presence of hazardous substances, except in any case as a result of the negligence or bad faith of the Trustee. SECTION XI.8. Eligibility of Trustee. This Indenture shall always have a Trustee that is a corporation organized and doing business under the laws of the United States or any state or the District of Columbia, is authorized under such laws to exercise corporate trust powers, is subject to supervision or examination by United States or State authority and has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. SECTION XI.9. Replacement of Trustee. The Trustee may resign by notifying the Issuer and the Company. The owners of a majority in principal amount of the Bonds then outstanding may remove the Trustee by notifying the removed Trustee and may appoint a successor Trustee with the Issuer's and Company's consent. The Company may, with the consent of the Issuer (which consent will not be unreasonably withheld), remove the Trustee so long as no Event of Default (or any event which, with the passage of time or the giving of notice or both, will become an Event of Default) has occurred and is continuing. Notwithstanding the foregoing, no resignation or removal of the Trustee shall be effective until a successor is appointed. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer, with the consent of the Company, shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall then (but only then) become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer, the Company or the holders of a majority in principal amount of the Bonds then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee no longer meets the qualifications in Section 11.8 hereof, any Bondholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. SECTION XI.10. Merger of Trustee. Any corporation into which any Trustee hereunder may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party, shall be the successor trustee under the Indenture, without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding. SECTION XI.11. Trustee Not Required to Expend or Risk Own Funds. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. SECTION XI.12. Trust Estate may be Vested in Separate or Co- Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture or the Agreement, and in particular in case of the enforcement of either on default, or in case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the trust estate, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate or co-trustee. The following provisions of this Section are adapted to these ends. In the event that the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vested in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them. Should any deed, conveyance or instrument in writing from the Issuer be required by the separate trustee or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him such properties, rights, powers, trusts, duties and obligations, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer. In case any separate trustee or co-trustee, or a successor to either, shall become incapable of acting, resign or be removed, all the estate properties, rights, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co-trustee. SECTION XI.13. Reliance Upon Counsel. The Trustee may consult with counsel satisfactory to it, and the written opinion of such counsel selected by the Trustee and reasonably acceptable to the Company or any Favorable Opinion of Bond Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by such Trustee hereunder in good faith and in accordance with the opinion of such counsel. ARTICLE XII THE REMARKETING AGENT AND THE PAYING AGENT SECTION XII.1. The Remarketing Agent. (a) The initial Remarketing Agent under this Indenture shall be Goldman, Sachs & Co. The Remarketing Agent shall accept the duties and obliga tions imposed on it under this Indenture pursuant to the Remarketing Agreement. (b) In addition to the other obligations imposed on the Remarketing Agent hereunder, the Remarketing Agent shall agree to keep such books and records as shall be consistent with prudent industry practice and make such books and records available for inspection by the Issuer, the Trustee and the Company at all reasonable times. (c) If at any time the Remarketing Agent is unable or unwilling to act as Remarketing Agent, the Remarketing Agent, upon 30 days' prior written notice to the Issuer, the Trustee, the Paying Agent and the Company, may resign. The Remarketing Agent may be removed at any time upon 5 days prior written notice by the Company, by written notice signed by the Company delivered to the Trustee and the Remarketing Agent, with a copy to the Issuer. Upon resignation or removal of the Remarketing Agent, the Company shall appoint a successor Remarketing Agent to act in such capacity, and the Remarketing Agent shall assign and deliver the Remarketing Agreement to the successor Remarketing Agent. No resignation or removal will be effective until the successor has delivered an acceptance of its appointment and the terms of the Remarketing Agreement to the Trustee. Any successor Remarketing Agent shall be a nationally recognized broker-dealer who engages in the remarketing of securities similar to the Bonds and has outstanding debt obligations assigned ratings no lower than Baa3/P-3 or better by Moody's, if the Bonds are then rated by Moody's, or BBB- by S&P, if the Bonds are then rated by S&P, or be otherwise acceptable to Moody's, if the Bonds are then rated by Moody's, and S&P, if the Bonds are then rated by S&P. (d) In the event that the Company shall fail to appoint a successor Remarketing Agent, upon the resignation or removal of the Remarketing Agent or upon its dissolution, insolvency or bankruptcy, the Trustee may either appoint a Remarketing Agent or itself act as Remarketing Agent until the appointment of a successor Remarketing Agent in accordance with this Section; provided, however, that the Trustee, in its capacity as Remarketing Agent, shall not be required to sell Bonds. SECTION XII.2. The Paying Agent. (a) The Paying Agent shall agree to (i) hold all sums held by it for the payment of the principal or redemption price of, or interest on, Bonds in trust for the benefit of the owners of such Bonds until such sums shall be paid to such owners or otherwise disposed of as herein provided, (ii) at any time during the continuance of any default in the payment of principal or redemption price of or interest on the Bonds, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent, (iii) hold all Bonds delivered to it pursuant to Sections 4.1 and 4.2, as agent and bailee of, and in escrow for the benefit of, the respective owners thereof until moneys representing the Purchase Price of such Bonds shall have been delivered to or for the account of or to the order of such owners; (iv) hold all moneys (without investment thereof) delivered to it hereunder for the purchase of Bonds pursuant to Sections 4.1 and 4.2, as agent and bailee of, and in escrow for, and for the benefit of, the person or entity which shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such person or entity; (v) hold Bonds for the account of the Company as contemplated by Section 4.3 hereof; and (vi) keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer, the Trustee and the Company at all reasonable times. (b) The Paying Agent shall be a corporation duly organized under the laws of the United States of America or any state or territory thereof, or a bank or trust company having a combined capital stock, surplus and undivided profits of at least $50,000,000 and authorized by law to perform all the duties imposed upon it by this Indenture. The Paying Agent may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 60 days' notice to the Issuer, the Trustee, the Company and the Remarketing Agent. In the event that the Issuer, at the request of the Company, shall fail to appoint a successor Paying Agent, upon the resignation or removal of the Paying Agent, the Trustee shall either appoint a Paying Agent or itself act as Paying Agent until the appointment of a successor Paying Agent. The Paying Agent may be removed at any time by an instrument signed by the Company, filed with the Issuer, the Trustee and the Remarketing Agent. In the event of the resignation or removal of the Paying Agent, the Paying Agent shall deliver any Bonds and moneys held by it in such capacity to its successor or, if there is no successor, to the Trustee. (c) The Paying Agent in performing its duties hereunder shall be entitled to the same protective provisions in the performance of its duties as are specified in Article XI of this Indenture with respect to the Trustee hereunder to the same extent and as fully for all intents and purposes as though the Paying Agent had been expressly named therein in place of such Trustee and as though the applicable provisions of Article XI of this Indenture had been set forth herein at length. SECTION XII.3. Notices. The Trustee shall, within 30 days of the resignation or removal of the Remarketing Agent or the Paying Agent or the appointment of a successor Remarketing Agent or Paying Agent, give notice thereof by first class mail, postage prepaid, to the owners of the Bonds. ARTICLE XIII ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP SECTION XIII.1. Acts of Bondholders; Evidence of Ownership. Except as otherwise stated herein, any action to be taken by Bondholders may be evidenced by one or more concurrent written instruments of similar tenor signed or executed by such Bondholders in person or by an agent appointed in writing. The fact and date of the execution by any person of any such instrument may be proved in any manner which the Trustee deems sufficient. The ownership of the Bonds shall be proved by the Bond Register. Any action by the owner of any Bond shall bind all future owners of the same Bond in respect of anything done or suffered by the Issuer or the Trustee in pursuance thereof. ARTICLE XIV AMENDMENTS AND SUPPLEMENTS SECTION XIV.1. Amendments and Supplements Without Bondholders' Consent. This Indenture may be amended or supplemented at any time and from time to time, without the consent of the Bondholders, but with the consent of the Remarketing Agent or the Paying Agent, as the case may be, if the amendment or supplement would materially adversely affect or alter the duties or obligations of the Remarketing Agent or the Paying Agent under this Indenture, by a supplemental indenture authorized by an ordinance of the Issuer and filed with the Trustee, for one or more of the following purposes: (a) to add additional covenants of the Issuer or to surrender any right or power herein conferred upon the Issuer; (b) for any purpose not inconsistent with the terms of this Indenture or to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; (c) to permit the Bonds to be converted to certificateless securities or vice versa or securities represented by a master certificate held in trust, ownership of which, in either case, is evidenced by book entries on the books of the Bond Registrar, for any period of time; (d) to permit the appointment of a co-trustee under this Indenture; (e) to authorize different authorized denominations of the Bonds and to make correlative amendments and modifica tions to this Indenture regarding exchangeability of Bonds of different authorized denominations, redemptions of portions of Bonds of particular authorized denominations and similar amendments and modifications of a technical nature; (f) to modify, alter, supplement or amend this Indenture in such manner as shall permit the qualification hereof under the Trust Indenture Act of 1939, as from time to time amended; (g) to modify, alter, amend, supplement or restate the Indenture in any and all respects necessary, desirable or appropriate in connection with the delivery to the Trustee of a letter of credit, liquidity facility, standby bond purchase agreement or other security arrangement or credit enhancement obtained or provided by the Company; (h) to modify the provisions for optional redemption set forth in Section 8.1(a)(ii) or extraordinary optional redemption set forth in Section 8.1(b) at the commencement of a Multiannual Rate Period; or (i) to modify, alter, amend or supplement this Indenture in any other respect which is not materially adverse to the Bondholders and which does not involve a change described in clauses (a) through (f) of Section 14.2. Before the Issuer and the Trustee shall enter into any supplemental indenture pursuant to this Section, there shall have been delivered to the Trustee a Favorable Opinion of Bond Counsel stating the requirements of such opinion and also stating that such supplemental indenture will, upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms. SECTION XIV.2. Amendments With Bondholders' Consent. This Indenture may be amended from time to time, except with respect to (a) the principal, redemption price (except as provided in Section 14.1(h)), Purchase Price and interest payable upon any Bonds, (b) the Interest Payment Dates, the Maturity Date or the redemption or purchase provisions of any Bonds (except as provided in Section 14.1(h)), (c) this Article, (d) the creation of any lien ranking prior to or on a parity with the lien of this Indenture on the Trust Estate or any part thereof, except as expressly permitted hereby, (e) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, and (f) depriving the holder of any Bond then outstanding of the lien hereby created in the Trust Estate, by a supplemental indenture consented to by the Company, and if the amendment or supplement would materially adversely affect or alter the duties or obligations of the Remarketing Agent or the Paying Agent under this Indenture, with the consent of the Remarketing Agent or the Paying Agent, as the case may be, and approved by the owners of a majority in aggregate principal amount of the Bonds then Outstanding which would be affected by the action proposed to be taken. This Indenture may be amended with respect to the matters enumerated in clauses (a) through (f) of the preceding sentence with the unanimous consent of all Bondholders, the Company and the Paying Agent or the Remarketing Agent if required by the preceding sentence of this Section. Before the Issuer and the Trustee shall enter into any supplemental indenture pursuant to this Section, there shall have been delivered to the Trustee a Favorable Opinion of Bond Counsel stating the requirements of such opinion and also stating that such supplemental indenture will, upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms. Anything herein to the contrary notwithstanding, so long as the Company is not in default under the Agreement, a supplemental indenture under this Article which affects any right of the Company shall not become effective unless and until the Company shall have consented in writing to the execution and delivery of such supplemental indenture. SECTION XIV.3. Amendment of Agreement. The Issuer and the Company may enter into, with the consent of the Trustee but without the consent of the holders of the Bonds, any amendment, change or modification of the Agreement to cure any ambiguity, formal defect, omission or inconsistent provisions or to make any other change that does not adversely affect the interests of the Bondholders. If the Issuer and the Company propose to amend the Agreement in such a manner as would adversely affect the interests of the Bondholders, the Trustee shall notify Bondholders of the proposed amendment and may consent thereto with the consent of a majority in aggregate principal amount of the Bonds then Outstanding which would be affected by the action proposed to be taken; provided, that the Trustee shall not, without the unanimous consent of the owners of all Bonds then Outstanding, consent to any amendment which would (a) decrease the Payments payable, or change the date Payments are so payable by the Company under Section 4.2(a)(i), (ii), (iii) or (iv) of the Agreement, (b) reduce the stated term of the Agreement, (c) reduce the Company's obligations under Section 4.2 of the Agreement, or (d) reduce the aforesaid aggregate principal amount of the Bonds, the owners of which are required to consent to such an amendment. Before the Issuer and the Company enter into, or otherwise agree to, any amendment, change or modification of the Agreement pursuant to this Section, there shall have been delivered to the Trustee a Favorable Opinion of Bond Counsel stating the requirements of such opinion and also stating that such amendment, change or modification will, upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms. SECTION XIV.4. Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel. The Trustee is authorized to join with the Issuer in the execution and delivery of any supple mental indenture or amendment permitted by this Article and in so doing shall be fully protected by a Favorable Opinion of Bond Counsel that such supplemental indenture or amendment is so permitted and has been duly authorized by the Issuer and that all things necessary to make it a valid and binding agreement have been done. ARTICLE XV DEFEASANCE SECTION XV.1. Defeasance. (a) If the Issuer shall pay or cause to be paid to the holders and owners of the Bonds the principal of, premium, if any, and interest to become due thereon at the times and in the manner stipulated therein, and if the Issuer shall keep, perform and observe all and singular the covenants and promises in the Bonds and in this Indenture expressed as to be kept, performed and observed by it on its part and shall pay or cause to be paid or provide for the payment of all other sums payable hereunder by the Issuer, then these presents and the estate and rights hereby granted shall cease, terminate and be void, and thereupon the Trustee shall cancel and discharge the lien of this Indenture, and execute and deliver to the Issuer such instruments in writing as shall be requisite to satisfy the lien hereof, and reconvey to the Issuer the estate hereby conveyed, and assign and deliver to the Issuer any property at the time subject to the lien of this Indenture which may then be in its possession, except moneys or Government Securities held by it for the payment of the principal of, premium, if any, and interest on the Bonds. (b) Provision for the payment of Bonds shall be deemed to have been made when the Trustee holds in the Bond Fund, in trust and irrevocably set aside exclusively for such payment, (i) moneys sufficient to make such payment and any payment of the Purchase Price of Bonds pursuant to Sections 4.1 and 4.2; and/or (ii) noncallable, nonprepayable Government Securities (provided that in either case the Trustee shall have received a Favorable Opinion of Bond Counsel) maturing as to principal and interest in such amounts and at such times as will provide sufficient moneys (without consideration of any reinvestment thereof) to make such payment and any payment of the Purchase Price of Bonds pursuant to Sections 4.1 and 4.2, and which are not subject to prepayment, redemption or call prior to their stated maturity; provided that the Trustee, S&P and Moody's shall have received a Favorable Opinion of Bond Counsel to the effect that the Bonds are defeased in accordance with the requirements of this Article. No Bonds in respect of which a deposit under clause (i) or (ii) above has been made shall be deemed paid within the meaning of this Article unless the Trustee is satisfied that the amounts deposited are sufficient to make all payments that might become due on the Bonds, with respect to which the Trustee shall rely on a certificate of independent certified public accountants, a copy of which certificate shall also be furnished to Moody's, if the Bonds are then rated by Moody's; provided that, notwithstanding any other provision of this Indenture, any Bonds purchased with such moneys pursuant to Section 4.3 shall be surrendered to the Trustee for cancellation and shall not be remarketed, and provided further that the Issuer shall, as a condition to defeasance, obtain written evidence from S&P, if the Bonds are then rated by S&P, and Moody's, if the Bonds are then rated by Moody's, that such defeasance will not result in a reduction or withdrawal of the then current rating on the Bonds. Neither the obligations nor moneys deposited with the Trustee pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be segregated and held in trust for, the payment of the principal, redemption price or purchase price of and interest on the Bonds with respect to which such deposit has been made. In the event that such moneys or obligations are to be applied to the payment of principal or redemption price of any Bonds more than 60 days following the deposit thereof with the Trustee, the Trustee shall mail a notice to the owners of the Bonds to be redeemed or deemed paid, stating that such moneys or obligations have been deposited and identifying the Bonds for the payment of which such moneys or obligations are being held to all owners of Bonds for the payment of which such moneys or obligations are being held at their registered addresses and to S&P, if the Bonds are then rated by S&P, and Moody's, if the Bonds are then rated by Moody's. (c) Anything in Article XV to the contrary notwithstanding, if moneys or Government Securities have been deposited or set aside with the Trustee pursuant to this Article for the payment of the principal or redemption price of the Bonds and the interest thereon and the principal or redemption price of such Bonds and the interest thereon shall not have in fact been actually paid in full, no amendment to the provisions of this Article shall be made without the consent of the owner of each of the Bonds affected thereby. The Issuer or the Company may at any time surrender to the Trustee for cancellation by it any Bonds previously authenticated and delivered hereunder, which the Issuer or the Company may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired. ARTICLE XVI MISCELLANEOUS SECTION XVI.1. No Personal Recourse. No recourse shall be had for any claim based on the Agreement, the Indenture or the Bonds against any member, officer or employee, past, present or future, of the Issuer or of any successor body as such, either directly or through the Issuer or any such successor body, under any constitutional provision, statute or rule of law or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. SECTION XVI.2. Deposit of Funds for Payment of Bonds. If the principal or redemption price of any Bonds becoming due, either at the Maturity Date or by call for redemption or otherwise, together with all interest accruing thereon to the due date, has been paid or provision therefor made in accordance with Section 15.1, all interest on such Bonds shall cease to accrue on the due date and all liability of the Issuer with respect to such Bonds shall likewise cease, except as hereinafter provided. Thereafter the owners of such Bonds shall be restricted exclusively to the funds so deposited for any claim of whatsoever nature with respect to such Bonds, and the Trustee shall hold such funds in trust for such owners. SECTION XVI.3. Effect of Purchase of Bonds. No purchase of Bonds pursuant to Article IV shall be deemed to be a payment or redemption of such Bonds or any portion thereof and such purchase will not operate to extinguish or discharge the indebtedness evidenced by such Bonds unless such Bonds are purchased by the Company and delivered to the Trustee for cancellation. SECTION XVI.4. No Rights Conferred on Others. Nothing herein contained shall confer any right upon any person other than the parties hereto, the Company and the owners of the Bonds. SECTION XVI.5. Severability. If any term or provision of this Indenture or the Bonds or the application thereof for any reason or circumstance shall to any extent be held invalid or unenforceable, the remaining provisions or the application of such term or provision to persons and situations other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision hereof and thereof shall be valid and enforced to the fullest extent permitted by law. SECTION XVI.6. Notices. Unless otherwise provided hereunder or in the Agreement, all notices, certificates or other communications hereunder to be given by any of the following parties to any of the other following parties shall be deemed to have been sufficiently given and received by such parties and if sent by registered mail, by Electronic Notice, by telephone, confirmed in writing, to the relevant party as follows: Company: Entergy Louisiana, Inc. c/o Entergy Services, Inc. 639 Loyola Avenue New Orleans, LA 70113 Attention: Treasurer Telephone number: (504) 576-4363 FAX number: (504) 576-4455 Issuer: Parish of St. Charles P. O. Box 302 Hahnville, LA 70057 Attention: Secretary, Parish Council Telephone number: (504) 783-5000 FAX number: (504) 783-2067 Trustee,Paying The Bank of New York Agent, Bond c/o The Bank of New York Trust Company of Florida, N. A. Registrar: Tower Marc Plaza 10161 Centurion Parkway Jacksonville, FL 32256 Attention: Corporate Trust Department Telephone number: (904) 645-1846 FAX number: (904) 645-1979 Any Paying Agent other than the Trustee: At the address designated to the Issuer and the Trustee Remarketing Agent: Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Attention: Municipal Bond Department - Short- Term Desk Telephone number: (212) 902-6582 FAX number: (212) 902-3065 All notices or other communications by the Trustee to any Bondholder hereunder shall be deemed to have been sufficiently given and received by such Bondholder upon the mailing thereof by first class mail. The Issuer, the Company, the Trustee, the Paying Agent, the Remarketing Agent and the Bond Registrar may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. SECTION XVI.7. Successors and Assigns. All the covenants, promises and agreements in this Indenture contained by or on behalf of the Issuer, or by or on behalf of the Trustee, shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. SECTION XVI.8. Headings for Convenience Only. The descriptive headings in this Indenture are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. SECTION XVI.9. Counterparts. The Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument. SECTION XVI.10. Applicable Law. This Indenture shall be governed by and construed in accordance with the laws of the State. SECTION XVI.11. Notice of Change. The Trustee shall give notice to Moody's (if the Bonds are then rated by Moody's) at 99 Church Street, New York, NY 10007, Attention: Structured Transactions Group, Corporate Department, and S&P (if the Bonds are then rated by S&P) at 55 Water Street, New York, NY 10041, of any of the following events: (a) a change in the Trustee or Paying Agent; (b) a change in the Remarketing Agent; (c) an amendment to the Indenture or the Agreement; and (d) payment or provision therefor of all the Bonds. SECTION XVI.12. Payments Due on Non-Business Days. In any case where the date of payment of interest on or principal of any Bonds or the date fixed for redemption of any Bonds or any Purchase Date shall not be a Business Day, then payment of such interest or principal and any premium or Purchase Price need not be made by such Paying Agent on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption or the Purchase Date, and no interest shall accrue for the period after such date. IN WITNESS WHEREOF, the Issuer has caused these presents to be signed in its name and behalf by the Parish President and its corporate seal to be hereunto affixed and attested by the Secretary of the St. Charles Parish Council, and, to evidence its acceptance of the trust hereby created, the Trustee has caused these presents to be signed in its behalf by one of its Agents and its corporate seal to be hereto affixed. PARISH OF ST. CHARLES, STATE OF LOUISIANA By:_____________________________ ATTEST: Parish President By: __________________________________ [SEAL] Secretary St. Charles Parish Council THE BANK OF NEW YORK, as Trustee By:_____________________________ Agent [SEAL] EXHIBIT A TO TRUST INDENTURE [FORM OF SERIES 1999-C BOND] No. R-1 $110,950,000 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to The Bank of New York, as Trustee, for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. As provided in the Trust Indenture referred to herein, until the termination of the system of book-entry-only transfers through DTC, and notwithstanding any other provision of the Trust Indenture to the contrary, this Bond may be transferred, in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC or a nominee of DTC, or by DTC or a nominee of DTC to any successor securities depository or any nominee thereof. THIS BOND IS SUBJECT TO MANDATORY TENDER FOR PURCHASE AT THE TIME AND IN THE MANNER HEREINAFTER DESCRIBED AND MUST BE SO TENDERED OR WILL BE DEEMED TO HAVE BEEN SO TENDERED UNDER CERTAIN CIRCUMSTANCES AS DESCRIBED HEREIN. United States of America State of Louisiana Parish of St. Charles, State of Louisiana Pollution Control Revenue Refunding Bond (Entergy Louisiana, Inc. Project) Series 1999-C Maturity Date: October 1, 2029 CUSIP NO. ______________ Registered Owner: Cede & Co. (Tax Identification #13-2555119) Date of this Bond: ___________, 1999 Principal Amount: $110,950,000 Type of Rate Period: ____________ Last Day of Commercial Paper Rate Period* ______________ Interest Rate* ___________ Number of Days in Period* _________ Interest Due at End of Period* _____________ Type of Rate Period if other than Commercial Paper _________ _______ _______________________ * Complete only for Bonds accruing interest at Commercial Paper Rates while a system of book-entry-only transfers is not in effect The Parish of St. Charles, State of Louisiana, a political subdivision of the State of Louisiana, organized and existing under and by virtue of the laws of the State of Louisiana (the "Issuer"), for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the Registered Owner set forth above, or registered assigns, but solely from the source and in the manner hereinafter set forth, on the Maturity Date, unless this Bond shall have been called for earlier redemption in whole or in part, upon surrender hereof, the Principal Amount set forth above and in like manner to pay interest thereon at the rate determined as herein provided from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid in full or duly provided for, or from the date of authentication hereof if such date is on an Interest Payment Date to which interest has been paid or duly provided for, or from the Issue Date specified above if no interest has been paid or duly provided for, such payments of interest to be made on each Interest Payment Date until the principal or redemption price hereof has been paid or duly provided for as aforesaid. Overdue installments of interest on the Bonds, if any, shall not bear interest. The principal or redemption price of and interest on this Bond may be paid in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public or private debts. The principal or redemption price of (and related interest on) this Bond (or of a portion of this Bond, in the case of a partial redemption) is payable to the Registered Owner hereof in immediately available funds upon presentation and surrender hereof at the Principal Office of The Bank of New York, or its successor, as paying agent (the "Paying Agent"), under the Trust Indenture (Series 1999-C) dated as of October 1, 1999 (the "Indenture") between the Issuer and The Bank of New York, or its successor, as trustee (the "Trustee") securing the series of Bonds of which this Bond is one. So long as the Bonds are held in book-entry-only form, all payments of interest on Bonds shall be payable for the immediately preceding Interest Period and will be paid to the Registered Owner hereof whose name appears on the registration books kept by the Bond Registrar as of the applicable Regular or Special Record Dates in immediately available funds by wire transfer to a bank within the continental United States or deposited to a designated account if such account is maintained with the Paying Agent as directed by the Registered Owner in writing or as otherwise directed in writing; otherwise all payments of interest on the Bonds (except at the Maturity Date or at redemption of the Bonds) shall be paid by check mailed to the address of the Registered Owner, as such address shall appear on the books maintained by the Bond Registrar. The Regular Record Date for any Interest Payment Date shall be the close of business on the day (whether or not a Business Day) immediately preceding an Interest Payment Date, except that, while this Bond accrues interest at a Multiannual Rate (as described herein), the Regular Record Date shall be the close of business on the 15th day (whether or not a Business Day) of the calendar month immediately preceding such Interest Payment Date. Any interest on any Bond which is payable, but is not punctually paid or provided for, on any Interest Payment Date (except on the Maturity Date) and within any applicable grace period (herein called "Defaulted Interest") shall forthwith cease to be payable to the Registered Owner hereof on the relevant Regular Record Date by virtue of having been such Registered Owner, and such Defaulted Interest shall be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date to be fixed by the Trustee, such date to be no more than 15 nor fewer than 10 days prior to the date of proposed payment. This Bond is registered as to both principal and interest on the registration books kept by the Bond Registrar and may be transferred or exchanged, subject to the further conditions specified in the Indenture, only upon surrender hereof at the office of the Bond Registrar. Capitalized terms not otherwise defined herein shall have the meanings specified therefor in the Indenture. The principal, redemption price, premium or Purchase Price of and interest on the Bonds are payable solely from the funds pledged therefor pursuant to the Indenture. The Bonds do not now and shall never constitute an indebtedness or a pledge of the general credit of the Issuer or the State of Louisiana within the meaning of any constitutional or statutory provision and shall never be paid in whole or in part out of any funds raised or to be raised by taxation or any other funds of the Issuer. This Bond is one of a duly authorized issue of revenue bonds of the Issuer issued in the aggregate principal amount of $110,950,000 designated "Parish of St. Charles, State of Louisiana Pollution Control Revenue Refunding Bonds (Entergy Louisiana, Inc. Project) Series 1999-C" (the "Bonds") issued under the Indenture. The Bonds are being issued by the Issuer pursuant to and in full compliance with the Constitution and laws of the State, including particularly Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the "Act"), for the purpose of refunding a like principal amount of the Issuer's (i) Pollution Control Revenue Bonds (Louisiana Power & Light Company Project) Series 1977 (the "1977 Bonds") issued in the original principal amount of $4,000,000 (of which $3,385,000 are currently outstanding), which 1977 Bonds were issued on behalf of Entergy Louisiana, Inc., a Louisiana corporation (formerly Louisiana Power & Light Company) (the "Company"), to finance the cost of acquiring certain pollution control facilities at the Little Gypsy Steam Electric Generating Station (the "Little Gypsy Station") and Units 1 and 2 of the Waterford Steam Electric Generating Station (the "Waterford Station") of the Company, (ii) Pollution Control Revenue Bonds (Louisiana Power & Light Company Project) Series 1979 (the "1979 Bonds") issued in the original principal amount of $3,000,000 (of which $2,565,000 are currently outstanding), which 1979 Bonds were issued on behalf of the Company to finance the cost of acquiring certain pollution control facilities at the Little Gypsy Station and Units 1 and 2 of the Waterford Station, and (iii) Adjustable/Fixed Rate Pollution Control Revenue Bonds (Louisiana Power & Light Company Project) Second Series 1984 (the "1984 Bonds") issued in the original principal amount of $105,000,000 (all of which are currently outstanding), which 1984 Bonds were issued on behalf of the Company to finance the cost of acquiring certain pollution control facilities and solid waste disposal facilities at Unit 3 (Nuclear) of the Waterford Station. The Little Gypsy Station and the Waterford Station are herein collectively called the "Plant". Pursuant to a Refunding Agreement (Series 1999-C) dated as of October 1, 1999 (the "Refunding Agreement") between the Issuer and the Company, the Company has agreed to make Payments in an amount sufficient to pay the principal and Purchase Price of, premium, if any, and interest on the Bonds as they become due and payable whether at the maturity thereof or upon acceleration, redemption, purchase or otherwise in accordance with the provisions of the Indenture. Such payments will be made directly to the Trustee and deposited in the Bond Fund and such payments have been duly assigned to the Trustee for that purpose. All the rights and interests of the Issuer under, in and to the Refunding Agreement (except for certain rights specified in the Indenture) have been assigned under the Indenture to the Trustee to secure the payment of the principal and Purchase Price of, premium, if any, and interest on the Bonds. The Bonds are payable solely from and secured by a pledge of the Trust Estate, which includes, among other things, (i) all of the right, title and interest of the Issuer in and to the Revenues, (ii) the Refunding Agreement and all right, title and interest of the Issuer under and pursuant to the Refunding Agreement, insofar as they relate to all the Bonds issued and outstanding under the Indenture (except for the indemnification and expense reimbursement rights and other rights contained in the Refunding Agreement and any rights of the Issuer to receive notices, certificates, requests, requisitions, directions and other communications under the Refunding Agreement), including, without limitation, Payments to be received under and pursuant to and subject to the provisions of the Refunding Agreement, and (iii) all amounts on deposit in the Bond Fund or other funds created under the Indenture other than the Bond Purchase Fund. Except as otherwise specified in the Indenture, this Bond is entitled to the benefits of the Indenture equally and ratably both as to principal (Purchase Price and redemption price, including premium) and interest with all other Bonds issued under the Indenture, to which reference is made for a description of the rights of the owners of the Bonds; the rights and obligations of the Issuer; the rights, duties and obligations of the Trustee; and the provisions relating to amendments to and modifications of the Indenture, to all of which the Registered Owner of this Bond assents by acceptance of this Bond. Reference is also hereby made to the Refunding Agreement for the provisions, among others, with respect to the nature and extent of the rights, duties and obligations thereunder of the Issuer, the Trustee and the Company and the modification or amendment of the Refunding Agreement. FOR SO LONG AS THIS BOND IS HELD IN BOOK-ENTRY FORM REGISTERED IN THE NAME OF CEDE & CO. ON THE REGISTRATION BOOKS OF THE ISSUER KEPT BY THE TRUSTEE, AS BOND REGISTRAR, THIS BOND, IF CALLED FOR PARTIAL REDEMPTION IN ACCORDANCE WITH THE INDENTURE, SHALL BECOME DUE AND PAYABLE ON THE REDEMPTION DATE DESIGNATED IN THE NOTICE OF REDEMPTION GIVEN IN ACCORDANCE WITH THE INDENTURE AT, AND ONLY TO THE EXTENT OF, THE REDEMPTION PRICE, PLUS ACCRUED INTEREST, IF ANY, TO THE SPECIFIED REDEMPTION DATE; AND THIS BOND SHALL BE PAID, TO THE EXTENT SO REDEEMED, (i) UPON PRESENTATION AND SURRENDER THEREOF AT THE OFFICE SPECIFIED IN SUCH NOTICE OR (ii) AT THE WRITTEN REQUEST OF CEDE & CO., BY CHECK OR DRAFT MAILED TO CEDE & CO. BY THE TRUSTEE OR BY WIRE TRANSFER TO CEDE & CO. BY THE TRUSTEE IF CEDE & CO. AS BONDOWNER SO ELECTS. IF, ON THE REDEMPTION DATE, MONEYS FOR THE REDEMPTION OF BONDS TO BE REDEEMED, TOGETHER WITH INTEREST TO THE REDEMPTION DATE, SHALL BE HELD BY THE TRUSTEE SO AS TO BE AVAILABLE THEREFOR ON SUCH DATE, AND AFTER NOTICE OF REDEMPTION SHALL HAVE BEEN GIVEN IN ACCORDANCE WITH THE INDENTURE, THEN, FROM AND AFTER THE REDEMPTION DATE, THE AGGREGATE PRINCIPAL AMOUNT OF THIS BOND SHALL BE IMMEDIATELY REDUCED BY AN AMOUNT EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT THEREOF SO REDEEMED, NOTWITHSTANDING WHETHER THIS BOND HAS BEEN SURRENDERED TO THE TRUSTEE FOR CANCELLATION. If an Event of Default occurs, the principal of all Bonds issued under the Indenture may become due and payable upon the conditions and in the manner and with the effect provided in the Indenture. No recourse shall be had for the payment of the principal, Purchase Price or redemption price of, premium, if any, or interest on, this Bond, or for any claim based hereon or on the Indenture, against any member, officer or employee, past, present or future, of the Issuer or of any successor body, as such, either directly or through the Issuer or any such successor body, under any constitutional provision, statute or rule of law, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. Interest on the Bonds The Bonds shall initially accrue interest at the Multiannual Rate herein described, and will be subject to conversion as herein provided. The rate of interest applicable to any Rate Period shall be determined in accordance with the applicable provisions of the Indenture but shall not exceed 12% per annum. The amount of interest so payable on any Interest Payment Date shall be computed (a) on the basis of a 365- or 366-day year, as appropriate, for the actual number of days elapsed during Daily Rate Periods, Commercial Paper Rate Periods or Weekly Rate Periods and (b) on the basis of a 360-day year of twelve 30-day months during Multiannual Rate Periods. "Rate Period" shall mean the period during which a particular rate of interest determined for the Bonds is to remain in effect pursuant to the Indenture. The rates of interest for the Bonds, which will be determined by the Remarketing Agent, are as follows: Commercial Paper Rate While the Bonds accrue interest at Commercial Paper Rates, the interest rate for each particular Bond will be determined by the Remarketing Agent as the minimum rate of interest necessary, in the judgment of the Remarketing Agent, to enable the Remarketing Agent to sell such Bond on that day at a price equal to the principal amount thereof, and with respect to Commercial Paper Rates, the Remarketing Agent shall determine the Commercial Paper Rate and the Commercial Paper Rate Period for each Bond at such rate and for such period as it deems advisable in order to minimize the net interest cost on the Bonds, taking into account prevailing market conditions. While the Bonds are in the Commercial Paper Rate mode, Bonds may have successive Commercial Paper Rate Periods of any duration up to 270 days each and any Bond may accrue interest at a rate and for a period different from any other Bond. No Commercial Paper Rate Period may be established which exceeds 270 days or, if the Remarketing Agent has given or received notice of any conversion to a Multiannual Rate Period, the remaining number of days prior to the Conversion Date or, if the Remarketing Agent has given or received notice of any conversion to a Daily Rate or Weekly Rate, the length of each Commercial Paper Rate Period for each Bond shall be determined by the Remarketing Agent to be either (A) that length of period that, as soon as possible, shall enable the Commercial Paper Rate Periods for all Bonds to end on the day before the Conversion Date, or (B) that length of period which, based on the Remarketing Agent's judgment, will best promote an orderly transition to the next Rate Period. Daily Rate While the Bonds accrue interest at a Daily Rate, the interest rate established for the Bonds will be effective from day to day until changed by the Remarketing Agent in accordance with the Indenture. Weekly Rate While the Bonds accrue interest at a Weekly Rate, the rate of interest on the Bonds will be determined weekly by the Remarketing Agent in accordance with the Indenture to be effective for a seven day period commencing on Wednesday of the week of such determination. The length of the period, the day of commencement and the last day of the period may vary in the event of a conversion to or from a Weekly Rate as provided in the Indenture. Multiannual Rate While the Bonds accrue interest at a Multiannual Rate, the interest rate will be determined by the Remarketing Agent in accordance with the Indenture to remain in effect for a term of twelve calendar months or any whole multiple thereof selected by the Company (except for a Multiannual Rate Period ending on the Maturity Date), provided, however, that the initial Multiannual Rate Period shall commence on the Issue Date and end on September 30, 2003 and shall be succeeded by Multiannual Rate Periods of four (4) years unless and until the Rate Period for the Bonds is converted to a different Rate Period or to a Multiannual Rate Period of a different duration pursuant to the Indenture. Except as set forth above or until the Maturity Date, each Multiannual Rate Period shall be followed by another Multiannual Rate Period of the same duration until the Rate Period of the Bonds is converted to another Rate Period or a Multiannual Rate Period of a different duration. The Rate Period established will remain in effect until changed by the Company, in accordance with the Indenture. Authorized Denominations Bonds which accrue interest at Commercial Paper Rates will be issued in denominations of $100,000 and any integral multiples of $1,000 in excess thereof. Bonds which accrue interest at a Daily or Weekly Rate will be issued in denominations of $100,000 and whole multiples thereof. Bonds which accrue interest at a Multiannual Rate will be issued in denominations of $5,000 and whole multiples thereof. Optional Tenders While this Bond accrues interest at a Daily or Weekly Rate, the Registered Owner of this Bond has the right to tender this Bond for purchase at the Purchase Price as follows: (i) during a Daily Rate Period on any Business Day upon written or Electronic notice given to the Paying Agent prior to 11:00 a.m., New York City time, on the Purchase Date, and (ii) during a Weekly Rate Period on any Business Day upon written or Electronic notice given to the Paying Agent on or prior to 5:00 p.m., New York City time, on a Business Day not fewer than seven days prior to the Purchase Date. Mandatory Tenders While this Bond accrues interest at a Commercial Paper Rate, this Bond is subject to mandatory tender on each Interest Payment Date applicable to this Bond at a Purchase Price equal to 100% of the principal amount thereof. This Bond is also subject to mandatory tender on the effective date of a change from one Rate Period to a different Rate Period (except for changes between a Daily Rate and Weekly Rate) or a change from a Multiannual Rate Period to a Multiannual Rate Period of different duration at the Purchase Price. While this Bond accrues interest at a Multiannual Rate, this Bond is subject to mandatory tender for purchase on the Interest Payment Date following the end of each Multiannual Rate Period at a Purchase Price equal to 100% of the principal amount thereof. BY ACCEPTANCE OF THIS BOND, THE REGISTERED OWNER HEREOF AGREES THAT THIS BOND WILL BE PURCHASED, WHETHER OR NOT SURREN DERED, ON THE PURCHASE DATE AS DESCRIBED ABOVE. IN SUCH EVENT, THE REGISTERED OWNER OF THIS BOND SHALL NOT BE ENTITLED TO RECEIVE ANY FURTHER INTEREST HEREON, SHALL HAVE NO FURTHER RIGHTS UNDER THIS BOND OR THE INDENTURE EXCEPT TO RECEIVE PAYMENT OF THE PURCHASE PRICE HELD THEREFOR, AND SHALL THEREAFTER HOLD THIS BOND AS AGENT FOR THE PAYING AGENT. The initial Remarketing Agent under the Indenture is Goldman, Sachs & Co. The Remarketing Agent may be changed at any time in accordance with the Indenture. Written Notice of Rate Period Change The Trustee shall give notice, by first class mail, to the Registered Owners of all Bonds of the proposed conversion from one Rate Period to another Rate Period at least 15 days before the proposed Conversion Date while the Bonds accrue interest at Commercial Paper, Daily or Weekly Rates, and at least 30 days before the proposed Conversion Date while the Bonds accrue interest at a Multiannual Rate. Written Notice of Mandatory Tender The Trustee shall give notice, by first class mail, to the Registered Owners of the mandatory tender of Bonds accruing interest at a Multiannual Rate not less than 30 days before the tender date. Interest Payment Dates While this Bond accrues interest at a Commercial Paper Rate, interest is payable on the day after the last day of each Commercial Paper Rate Period. While this Bond accrues interest at Daily or Weekly Rates, interest is payable on the first Business Day of each calendar month following a month in which interest at such rate has accrued. While this Bond accrues interest at a Multiannual Rate, interest is payable on each April 1 and October 1, and after any Multiannual Rate Conversion Date or the commencement date of a Multiannual Rate Period preceded by a Multiannual Rate Period of the same duration, the first day of the sixth calendar month following the month in which such Multiannual Rate Conversion Date or such commencement date occurs and the first day of each sixth month thereafter to which interest at such rate has accrued and the day after the last day of each Multiannual Rate Period, except that the last Interest Payment Date for any Multiannual Rate Period which is followed by a Commercial Paper, Daily or Weekly Rate Period shall be the first Business Day of the sixth month following the preceding Interest Payment Date. Interest is also payable on the Maturity Date. Optional Redemption During any Commercial Paper, Daily or Weekly Rate Period, this Bond is subject to optional redemption on any Interest Payment Date (with respect to a Bond accruing interest at a Commercial Paper Rate, on the Interest Payment Date applicable to that Bond) at an optional redemption price equal to 100% of the principal amount being redeemed, together with accrued interest to the redemption date. During any Multiannual Rate Period, this Bond is subject to optional redemption (i) at any time on and after the dates and at the optional redemption prices (expressed as percentages of the principal amount being redeemed) set forth below plus accrued interest, if any, to the redemption date and (ii) on the day after the end of each Multiannual Rate Period at the redemption price of 100% of the principal amount being redeemed, plus accrued interest, if any, to the redemption date: Length of Commencement Multiannual of Multiannual Rate Period Redemption Period Redemption Price Greater than or Fifth anniversary of 102%, declining 1% equal to 6 years the commencement of on each succeeding Multiannual Rate Period anniversary of the first day of the redemption period until reaching 100% and thereafter at 100% Less than 6 years Bonds not subject to optional redemption until commencement of next Multiannual Rate Period Extraordinary Optional Redemption While accruing interest at a Multiannual Rate, this Bond shall be subject to extraordinary optional redemption by the Issuer, at the direction of the Company, in whole but not in part, at any time, at a redemption price equal to 100% of the principal amount being redeemed plus accrued interest to the redemption date, if: (i)the Company shall have determined that the continued operation of the Facilities or the Plant is impracticable, uneconomical or undesirable for any reason; (ii) all or substantially all of the Facilities or the Plant shall have been condemned or taken by eminent domain; or (iii) the operation of the Facilities or the Plant shall have been enjoined or shall have otherwise been prohibited by any order, decree, rule or regulation of any court or of any federal, state or local regulatory body, administrative agency or other governmental body. In addition, if the Bonds accrue interest at a Multiannual Rate, the Bonds shall be subject to extraordinary optional redemption by the Issuer, at the direction of the Company, in whole or in part, at any time prior to the first date on which the Bonds are subject to redemption pursuant to the Indenture, at a redemption price equal to 102% of the principal amount being redeemed plus accrued interest to the redemption date, if the Company delivers to the Trustee a written certificate (i) to the effect that by reason of a change in use of the Facilities or any portion thereof, the Company has been unable, after reasonable effort, to obtain an opinion of Bond Counsel to the effect that a court, in a properly presented case, should decide that Section 150 of the Code (or successor provision of similar import), does not prevent that portion of the Payments payable under the Refunding Agreement and attributable to interest on the Bonds from being deductible by the Company for federal income tax purposes, (ii) specifying that as a result of its inability to obtain such opinion of Bond Counsel, the Company has elected to prepay amounts due under the Refunding Agreement equal to the redemption price of the Bonds to be so redeemed and (iii) specifying the principal amount of the Bonds which the Company has determined to be the minimum necessary to be so redeemed in order for the Company to retain its rights to such interest deductions (which principal amount of the Bonds will be so redeemed). Extraordinary Mandatory Redemption This Bond shall be subject to mandatory redemption, at a redemption price equal to the principal amount being redeemed plus accrued interest to the redemption date, on the one hundred eightieth day (or such earlier date as may be designated by the Company) after a final determination by a court of competent jurisdiction or an administrative agency to the effect that solely as a result of a failure by the Company to perform or observe any covenant, agreement or representation contained in the Refunding Agreement, the interest payable on the Bonds is included for federal income tax purposes in the gross income of the owners thereof, other than any owner who is a "substantial user" of the Facilities or a "related person" within the meaning of Section 147(a) of the Code. No determination by any court or administrative agency will be considered final unless the Company has participated in the proceeding which resulted in such determination, either directly or, at the option of the Company, through a Bondholder, to a degree it reasonably deems sufficient and until the conclusion of any appellate review sought by any party to such proceeding or the expiration of the time for seeking such review. Subject to the foregoing provisions of this paragraph, the Bonds shall be redeemed in whole unless, in the opinion of Bond Counsel mutually acceptable to the Issuer, the Trustee and the Company, the redemption of a portion of such Bonds would have the result that interest payable on the Bonds remaining outstanding after such redemption would not be includable in the gross income for federal income tax purposes of any owner of any such Bonds. Any such partial redemption shall be by lot in such amount as is necessary to accomplish such result. Notice of Redemption The Trustee shall cause notice of any redemption of Bonds under the Indenture to be mailed by first class mail, postage prepaid (except when DTC is the Registered Owner of all of the Bonds and except for persons or entities owning or providing evidence of ownership satisfactory to the Trustee of a legal or beneficial ownership in at least $1,000,000 aggregate principal amount of Bonds who so request, in which cases, by certified mail, return receipt requested), to the Registered Owners of all Bonds to be redeemed at the registered addresses appearing in the registration books kept for such purpose pursuant to the Indenture at least 15 days prior to the redemption date for Bonds accruing interest at Daily, Weekly or Commercial Paper Rates and at least 25 days prior to the redemption date for Bonds accruing interest at Multiannual Rates. Transfer of Bonds This Bond is transferable by the Registered Owner hereof at the designated office of the Bond Registrar, upon surrender of this Bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, subject to such reasonable regulations as the Issuer or the Bond Registrar may prescribe, and upon payment of any tax or other governmental charge incident to such transfer. Upon any such transfer, a new Bond or Bonds in the same aggregate principal amount will be issued to the transferee. Except as set forth in this Bond and as otherwise provided in the Indenture, the person in whose name this Bond is registered shall be deemed the owner hereof for all purposes, and the Issuer, any Paying Agent, the Bond Registrar the Remarketing Agent, the Authenticating Agent and the Trustee shall not be affected by any notice to the contrary. This Bond is not valid unless the Certificate of Authentication endorsed hereon is duly executed by the Trustee or the Authenticating Agent. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Issuer, does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, the Parish of St. Charles, State of Louisiana, has caused this Bond to be executed by the Parish President and attested by the Secretary of the St. Charles Parish Council (by their manual or facsimile signatures), thereunto duly authorized, and its corporate seal to be affixed or imprinted, all as of the date of this Bond shown above. PARISH OF ST. CHARLES, STATE OF LOUISIANA By:_________________________________ Parish President By:_________________________________ Secretary, St. Charles Parish Council [SEAL] CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds referred to in the within mentioned Trust Indenture. THE BANK OF NEW YORK, as Trustee By:__________________________ DATE OF AUTHENTICATION: Agent ____________, 1999 LEGAL OPINION CERTIFICATE IT IS HEREBY CERTIFIED that attached hereto is a true and correct copy of the complete and final opinion of Foley & Judell, L. L. P., which opinion was manually executed, dated and issued as of the date of delivery and payment for the original issue of said bonds, and a copy of which opinion is on file in the office of the Trustee. ___________________________________ Parish President ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________________________________________ Please Insert Social Security or other Identifying Number of Assignee _________________________________________________________________ the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints _________________________________________________________________ _____________________________________________ attorney or agent to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: ________________ ________________________________________ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. EXHIBIT B TO TRUST INDENTURE Disbursements from Administrative Fee Fund Bond Counsel Fee $ 65,000 Issuer Counsel Fee $ 5,250 EX-4 3 Exhibit B-11(a) Refunding Agreement (Series 1999-C) between Parish of St. Charles, State of Louisiana and Entergy Louisiana, Inc. Dated as of October 1, 1999 $110,950,000 Parish of St. Charles, State of Louisiana Pollution Control Revenue Refunding Bonds (Entergy Louisiana, Inc. Project) Series 1999-C Refunding Agreement (Series 1999-C) This Refunding Agreement (Series 1999-C) dated as of October 1, 1999 by and between the Parish of St. Charles, State of Louisiana, a political subdivision of the State of Louisiana (the "Issuer"), and Entergy Louisiana, Inc., a corporation organized under the laws of the State of Louisiana (the "Company"); W i t n e s s e t h : WHEREAS, the Issuer is a political subdivision of the State of Louisiana, authorized and empowered by law, including particularly the provisions of Sections 991 to 1001, inclusive, of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and certain related constitutional and statutory authority (the "Industrial Inducement Act"), to issue its revenue bonds for the purpose of using the funds derived from the sale thereof to acquire, purchase, construct or improve industrial plant sites and industrial plant buildings, pollution abatement and control facilities, and necessary property and appurtenances thereto; and WHEREAS, pursuant to the provisions of the Industrial Inducement Act and a Trust Indenture dated as of July 1, 1977 (the "1977 Indenture") by and between the Issuer and Bank One Trust Company, N. A. (formerly First National Bank of Commerce), as trustee, the Issuer issued its Pollution Control Revenue Bonds (Louisiana Power & Light Company Project) Series 1977 (the "1977 Bonds") in the aggregate principal amount of $4,000,000 for the purpose of providing funds to finance the cost of acquiring certain pollution control facilities at the Little Gypsy Steam Electric Generating Station (the "Little Gypsy Station") and Units 1 and 2 of the Waterford Steam Electric Generating Station (the "Waterford Station") of the Company, in the geographic limits of the Issuer; and WHEREAS, pursuant to the provisions of the Industrial Inducement Act and a Trust Indenture dated as of October 1, 1979 (the "1979 Indenture") by and between the Issuer and Bank One Trust Company, N. A. (formerly First National Bank of Commerce), as trustee, the Issuer issued its Pollution Control Revenue Bonds (Louisiana Power & Light Company Project) Series 1979 (the "1979 Bonds") in the aggregate principal amount of $3,000,000 for the purpose of providing funds to finance the cost of acquiring certain pollution control facilities at the Little Gypsy Station and Units 1 and 2 of the Waterford Station; and WHEREAS, pursuant to the provisions of the Industrial Inducement Act and a Trust Indenture dated as of December 1, 1984 (the "1984 Indenture") by and between the Issuer and Bank One Trust Company, N. A. (formerly First National Bank of Commerce), as trustee, the Issuer issued its Adjustable/Fixed Rate Pollution Control Revenue Bonds (Louisiana Power & Light Company Project) Second Series 1984 (the "1984 Bonds") in the aggregate principal amount of $105,000,000 for the purpose of providing funds to finance the cost of acquiring certain pollution control facilities and solid waste disposal facilities at Unit 3 (Nuclear) of the Waterford Station; and WHEREAS, the facilities financed with the proceeds of the 1977 Bonds, the 1979 Bonds and the 1984 Bonds are herein collectively called the "Facilities", the trustees for said Bonds are hereinafter collectively referred to as the "Prior Trustee", and the 1977 Indenture, the 1979 Indenture and the 1984 Indenture are hereinafter collectively referred to as the "Prior Indenture"; and WHEREAS, the 1984 Bonds were initially issued as adjustable rate bonds but were converted to fixed rate bonds on December 1, 1989 pursuant to the provisions of the 1984 Indenture; and WHEREAS, in furtherance of the statutory purposes of the Industrial Inducement Act, the Issuer entered into separate Sale Agreements pertaining to the 1977 Bonds, the 1979 Bonds and the 1984 Bonds, dated as of April 1, 1977, September 1, 1979 and November 1, 1984, respectively, with the Company, pursuant to which the Issuer acquired the respective Facilities from the Company and resold such Facilities to the Company, as more fully described therein; and WHEREAS, $3,385,000 of the 1977 Bonds, $2,565,000 of the 1979 Bonds and $105,000,000 of the 1984 Bonds (collectively, the "Prior Bonds") are currently outstanding, and the Company has requested that the Issuer refund all of the outstanding Prior Bonds in order to achieve interest cost savings through the issuance by the Issuer of $110,950,000 aggregate principal amount of its Pollution Control Revenue Refunding Bonds (Entergy Louisiana, Inc. Project) Series 1999-C (the "Bonds"); and WHEREAS, the Issuer is authorized and empowered by law, including particularly the provisions of Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the "Act"), to issue its refunding bonds for the purpose of refunding, readjusting, restructuring, refinancing, extending, or unifying the whole or any part of outstanding securities of the Issuer in an amount sufficient to provide funds necessary to effectuate the purpose for which the refunding bonds are being issued; and WHEREAS, pursuant to and in accordance with the provisions of the Act, the Issuer has agreed to issue the Bonds for the purpose of refunding all of the Prior Bonds; and WHEREAS, in consideration of the issuance of the Bonds by the Issuer, the Company will agree to make payments in an amount sufficient to pay the principal of, premium, if any, Purchase Price and interest on the Bonds pursuant to this Refunding Agreement, said Bonds to be paid solely from the revenues derived by the Issuer from said payments by the Company pursuant to this Refunding Agreement and any moneys held under the hereinafter defined Indenture, and said Bonds shall not constitute an indebtedness or pledge of the general credit of the Issuer or the State of Louisiana, within the meaning of any constitutional or statutory limitation of indebtedness or otherwise; and WHEREAS, the execution and delivery of this Refunding Agreement under the Act have been in all respects duly and validly authorized by ordinance of the Parish Council of the Parish of St. Charles, State of Louisiana, duly adopted; NOW, THEREFORE, in consideration of the premises and of the covenants and undertakings herein expressed, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION I.1. Definitions. In addition to the words and terms elsewhere defined in this Refunding Agreement or in the Indenture, the following words and terms as used in this Refunding Agreement shall have the following meanings unless the context or use indicates another or different meaning: "Act" means Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and all future acts supplemental thereto or amendatory thereof. "Administration Expenses" means the reasonable and necessary expenses incurred by the Issuer with respect to this Refunding Agreement, the Indenture and any transaction or event contemplated by this Refunding Agreement or the Indenture including the compensation and reimbursement of expenses and advances payable to the Trustee, any Paying Agent, any Co-Paying Agent, any Authenticating Agent, the Remarketing Agent and the Bond Registrar under the Indenture. "Bonds" means the $110,950,000 aggregate principal amount of Pollution Control Revenue Refunding Bonds (Entergy Louisiana, Inc. Project) Series 1999-C authorized to be issued under the Indenture. "Bond" means any one of such Bonds. "Business Day" or "business day" means any day other than (i) a Saturday or Sunday or legal holiday or a day on which banking institutions in the city of New York, New York or in the city in which the Principal Offices of the Trustee or the Paying Agent are located are authorized or required by law to close or (ii) a day on which the New York Stock Exchange is closed. "Code" means the Internal Revenue Code of 1986, as heretofore or hereafter amended. "Company" means Entergy Louisiana, Inc., a Louisiana corporation, and its permitted successors and assigns. "Costs of Issuance" means all fees, charges and expenses incurred in connection with the authorization, preparation, sale, issuance and delivery of the Bonds, including, without limitation, financial, legal and accounting fees, expenses and disbursements, rating agency fees, the Issuer's expenses attributable to the issuance of the Bonds, the cost of printing, engraving and reproduction services and the initial or acceptance fee of the Trustee. "Disclosure Documents" means the Official Statement with respect to the Bonds, together with all documents incorporated therein by reference. "Event of Default" means any event of default specified in Section 8.1 hereof. "Facilities" has the meaning set forth in the fifth Whereas clause hereof. "Government Securities" means (a) direct or fully guaranteed obligations of the United States of America (including any such securities issued or held in book-entry form), and (b) certificates, depositary receipts or other instruments which evidence a direct ownership interest in obligations described in clause (a) above or in any specific interest or principal payments due in respect thereof; provided, however, that the custodian of such obligations or, the custodian of such specific interest or principal payments, shall be a bank or trust company organized under the laws of the United States of America or of any state or territory thereof or of the District of Columbia, with a combined capital stock, surplus and undivided profits of at least $50,000,000; and provided, further, that except as may be otherwise required by law, such custodian shall be obligated to pay to the holders of such certificates, depositary receipts or other instruments the full amount received by such custodian in respect of such obligations or specific payments and shall not be permitted to make any deduction therefrom. "Indenture" means the Trust Indenture (Series 1999-C) dated as of October 1, 1999 between the Issuer and the Trustee securing the Bonds, and any amendments and supplements thereto. "Issue Date" means, for each Bond, the actual date of first authentication and delivery of the Bonds. "Issuer" means the Parish of St. Charles, State of Louisiana, a political subdivision under the Constitution and laws of the State of Louisiana. "Outstanding" or "outstanding", in connection with Bonds means, as of the time in question, all Bonds authenticated and delivered under the Indenture, except: (a) Bonds theretofore cancelled or required to be cancelled under Section 2.11 of the Indenture; (b) Bonds which are deemed to have been paid in accordance with Article XV of the Indenture; (c) Bonds in lieu of or in exchange or in substitution for which other Bonds have been authenticated and delivered pursuant to Article II of the Indenture; (d) Bonds registered in the name of the Issuer; and (e) On or after any Purchase Date for Bonds pursuant to Article IV of the Indenture, all Bonds (or portions of Bonds) which are tendered or deemed to have been tendered for purchase on such date, provided that funds sufficient for such purchase are on deposit with the Paying Agent. In determining whether the owners of a requisite aggregate principal amount of Bonds outstanding have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions of the Indenture, Bonds which are held by or on behalf of the Company or any affiliates thereof (unless all of the outstanding Bonds are then owned by said parties) shall be disregarded for the purpose of any such determination. Notwithstanding the foregoing, Bonds so owned which have been pledged in good faith shall not be disregarded as aforesaid if the pledgee has established to the satisfaction of the Bond Registrar the pledgee's right so to act with respect to such Bonds and that the pledgee is not the Company or an affiliate thereof. "Paying Agent", "paying agent", "Co-Paying Agent" or "co- paying agent" means any national banking association, bank or trust company appointed pursuant to Section 9.1 of the Indenture. The Trustee is the original Paying Agent. "Plant" means, collectively, the Little Gypsy Station and the Waterford Station described in the preamble hereto, owned and operated by the Company and located in the geographic limits of the Parish of St. Charles, State of Louisiana. "Prior Bonds" has the meaning set forth in the fifth Whereas clause hereof. "Prior Indenture" has the meaning set forth in the fifth Whereas clause hereof. "Prior Trustee" has the meaning set forth in the fifth Whereas clause hereof. "Purchase Price" for any Bond shall equal 100% of the principal amount of such Bond plus accrued interest, if any, to the Purchase Date, plus in the case of a Bond converted from a Multiannual Rate Period on a date when such Bond is also subject to optional redemption at a premium, an amount equal to the premium that would be payable on such Bond if redeemed on such date. "Refunding Agreement" means this Refunding Agreement (Series 1999-C) and any amendments and supplements hereto. "Refunding Date" means December 1, 1999 with respect to the 1984 Bonds and January 1, 2000 with respect to the 1977 Bonds and the 1979 Bonds, or such later date or dates as may be established by the Company; provided, however, that the Refunding Date shall not be later than ninety (90) days following the date of delivery of the Bonds to the Underwriters. "Refunding Fund" has the meaning set forth in the Indenture. "Regulations" means all final and proposed United States Income Tax Regulations. "Trust Estate" means the property conveyed to the Trustee pursuant to the Granting Clauses of the Indenture. "Trustee" means The Bank of New York, as trustee under the Indenture, and its successors as trustee. SECTION I.2. Use of Words and Phrases. The words "herein", "hereby", "hereunder", "hereto", "hereof", "hereinabove", "hereinafter", and other equivalent words and phrases refer to this Refunding Agreement and not solely to the particular portion thereof in which any such word is used. The definitions set forth in Section 1.1 hereof include both singular and plural. Whenever used herein, any pronoun shall be deemed to include both singular and plural and to cover all genders. SECTION I.3. Nontaxability. It is intended by the parties hereto that this Refunding Agreement and all action taken hereunder be consistent with and pursuant to the ordinance of the governing authority of the Issuer relating to the Bonds, and that the interest on the Bonds be excluded from the gross income of the recipients thereof other than a person who is a "substantial user" of the Facilities or a "related person" of a "substantial user" within the meaning of the Code for federal income tax purposes by reason of the provisions of the Code. The Company will not use any of the funds provided by the Issuer hereunder in such a manner as to impair the exclusion of interest on any of the Bonds from the gross income of the recipient thereof for federal income tax purposes nor will it take any action that would impair such exclusion or fail to take any action if such failure would impair such exclusion. ARTICLE II REPRESENTATIONS SECTION II.1. Representations and Warranties of the Issuer. The Issuer makes the following representations and warranties as the basis for the undertakings on the part of the Company herein contained: (a) The Issuer is a political subdivision of the State of Louisiana, created and existing pursuant to the constitution and laws of such State and is authorized and empowered by the provisions of the Act and other constitutional and statutory authority supplemental thereto, to issue the Bonds. (b) The Issuer has full power and authority to enter into this Refunding Agreement and the Indenture and to carry out its obligations under this Refunding Agreement and the Indenture and the transactions contemplated hereby and thereby. (c) The Issuer has duly authorized the execution and delivery of this Refunding Agreement and the Indenture and the issuance and sale of the Bonds. (d) The Bonds are issued under and secured by the Indenture, pursuant to which the interest of the Issuer in this Refunding Agreement and the amounts payable under this Refunding Agreement (other than indemnification and expense reimbursement rights) are assigned to the Trustee as security for the payment of the principal of, premium, if any, Purchase Price and interest on the Bonds. (e) Neither the execution and delivery of this Refunding Agreement or the Indenture, nor the assignment of this Refunding Agreement to the Trustee, nor the consummation of the transactions contemplated by this Refunding Agreement or the Indenture, nor the fulfillment of or compliance with the terms and conditions of this Refunding Agreement or the Indenture, results or will result in the violation of any governmental order applicable to the Issuer, or conflicts or will conflict with or results or will result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the Issuer is now a party or by which it is bound, or constitutes or will constitute a default under any of the foregoing. SECTION II.2. Representations and Warranties of the Company. The Company hereby makes the following representations and warranties as the basis for the undertakings on the part of the Issuer herein undertaken for the benefit and reliance of the Issuer, the Trustee and the holders of the Bonds: (a) The Company is a corporation duly incorporated and in good standing under the laws of the State of Louisiana, is not in violation of any provision of its Restated Articles of Incorporation or its Bylaws, has power to enter into this Refunding Agreement and to perform and observe the agreements and covenants on its part contained herein and has duly authorized the execution and delivery of this Refunding Agreement by proper corporate action. (b) Neither the execution and delivery of this Refunding Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Refunding Agreement conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Company is now a party or by which the Company is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company except any interests created therein under the Indenture. (c) This Refunding Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws relating to bankruptcy, moratorium, insolvency or reorganization and similar laws affecting creditors' rights generally. (d) Except as shall have been disclosed in the Disclosure Documents, there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or the assets, properties or operations of the Company which, if determined adversely to the Company or its interests, (1) would materially adversely affect the consummation of the transactions contemplated by this Refunding Agreement, (2) would adversely affect the validity of this Refunding Agreement or (3) could have a material adverse effect upon the financial condition, assets, properties or operations of the Company. (e) No event has occurred and no condition exists with respect to the Company that would constitute an Event of Default under this Refunding Agreement or which, with the lapse of time or with the giving of notice or both, could reasonably be expected to become an "Event of Default" hereunder. (f) The Securities and Exchange Commission has approved all matters relating to the Company's participation in the transactions contemplated by this Refunding Agreement which require said approval, and no other consent, approval, authorization or other order of any regulatory body or administrative agency or other governmental body is legally required for the Company's participation therein, except such as may have been obtained or may be required under the securities laws of any state. ARTICLE III THE BONDS AND THE PROCEEDS THEREOF SECTION III.1. Agreement to Issue Bonds. The Issuer has authorized the issuance and sale of the Bonds in the principal amount of $110,950,000. Upon issuance and delivery thereof, the proceeds of the Bonds shall be deposited with the Trustee in the Refunding Fund in accordance with the Indenture. SECTION III.2. Investment of Funds; Non-Arbitrage Covenant. Any moneys held as part of the Bond Fund shall be invested, reinvested or applied by the Trustee in accordance with and subject to the conditions of Article VII of the Indenture. The Company and the Issuer shall make no use of the proceeds of the Bonds, or any funds which may be deemed to be proceeds of the Bonds pursuant to Section 148 of the Code and the applicable regulations thereunder, which would cause the Bonds to be "arbitrage bonds" within the meaning of such Section and such regulations, and the Company shall comply with and the Issuer shall take no action to violate the requirements of such Section and such regulations while any Bonds remain outstanding. SECTION III.3. Agreement to Redeem Prior Bonds. The Company agrees to pay to the Prior Trustee, in funds available to the Prior Trustee on or prior to the Refunding Date, for deposit into the bond fund created under the Prior Indenture securing the Prior Bonds and in accordance with the terms of the Prior Indenture, any amount necessary to pay all of the Prior Bonds, together with the premium, if any, and accrued interest due thereon on the Refunding Date, to the extent that the amount delivered by the Issuer pursuant to Section 3.1 hereof is insufficient for such purpose. ARTICLE IV DEPOSIT OF BOND PROCEEDS; PAYMENTS SECTION IV.1. Deposit of Bond Proceeds. Concurrently with the delivery of the Bonds, the Issuer will, upon the terms and subject to the conditions of this Refunding Agreement, deposit all of the proceeds thereof with the Trustee for deposit into the Refunding Fund in accordance with the Indenture for application as provided in Article V hereof and Section 5.2 of the Indenture to refund on the Refunding Date all of the Prior Bonds. The Company shall pay out of its own money and not out of proceeds of the Bonds all reasonable Costs of Issuance with respect to the Bonds. SECTION IV.2. Payments. (a) The Company shall pay to the Trustee or the Paying Agent for the account of the Issuer on each date on which the principal of, premium, if any, Purchase Price or interest on the Bonds comes due, whether at the maturity thereof or upon acceleration, redemption, purchase or otherwise in accordance with the provisions of the Indenture, an amount equal to the sum of (i) all interest due and payable on the Bonds on such date, (ii) the principal amount of Bonds, if any, due and payable on such date, (iii) amounts, if any, required to effect the redemption of Bonds upon unconditional call thereof on such date pursuant to the Indenture, together with accrued interest and any applicable redemption premium, (iv) amounts necessary to pay the Purchase Price of the Bonds which is due and payable on such date, and (v) all amounts due on such date to the Trustee or the Issuer under this Refunding Agreement, the Indenture or any other agreements entered into in connection with the issuance of the Bonds and any other Administration Expenses. The Company directs the Trustee and the Paying Agent to apply such amounts to the purpose for which they are paid. The payments required under this Section 4.2(a)(i), (ii), (iii) and (iv) shall be paid by check, draft, wire transfer or other means acceptable to the Trustee directly to the Trustee or the Paying Agent in funds immediately available to the Trustee or the Paying Agent on the payment date, and shall be immediately deposited in accordance with the provisions of the Indenture. In any event, the Company agrees to make payments to the Trustee or the Paying Agent at such times and in such amounts and manner so as to enable the Trustee or the Paying Agent to make payment of the principal of, redemption premium, if any, Purchase Price and accrued interest on the Bonds as the same shall become due and payable whether by acceleration, redemption or otherwise in accordance with the terms of the Indenture; provided, however, that the obligation of the Company to make any payments hereunder shall be reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Issuer thereunder in respect of the principal of or interest on the Bonds or by the amount derived from remarketing proceeds available to pay the Purchase Price of the Bonds in accordance with the provisions of Section 4.3(b) of the Indenture. (b) If the Company should fail to make any of the payments required in subsection (a) above, the item or installment which the Company has failed to make shall continue as an obligation of the Company until the same shall have been fully paid. (c) Anything herein, in the Indenture or in the Bonds to the contrary notwithstanding, the obligations of the Issuer and the Company hereunder shall be subject to the limitation that payments constituting interest under this Section or the Bonds shall not be required to the extent that the receipt of such payment by any owner of any Bonds would be contrary to the provisions of law applicable to such owner which limit the maximum rate of interest that may be charged or collected by such owner. (d) In addition to the options and obligations of the Company under Article IX hereof, the Company shall have the option to make from time to time prepayments of part or all of the amounts due hereunder. The making of any prepayments by the Company shall not require the Company to make any further prepayments. The Issuer shall direct the Trustee to apply such prepayments in such manner, consistent with the provisions of the Indenture, as may be directed by the Company. In the event that (i) such partial prepayments shall be applied by the Trustee pursuant to the Indenture to the purchase, defeasance or redemption of the Bonds or (ii) the Bonds are presented by the Company or the Issuer to the Trustee for cancellation pursuant to the Indenture, the Company shall be entitled to a credit for the Bonds so purchased, defeased, redeemed or cancelled against payments required to be made under the provisions of this Article. SECTION IV.3. Payments Assigned; Obligation Absolute. It is understood and agreed that all payments under Section 4.2(a)(i), (ii), (iii) and (iv) to be made by the Company are pledged by the Issuer to the Trustee pursuant to the Indenture, and that all rights and interest of the Issuer hereunder (except for the Issuer's rights under Sections 4.4, 4.5, 4.6 and 8.5 hereof and any rights of the Issuer to receive notices, certificates, requests, requisitions, directions and other communications hereunder) are pledged and assigned to the Trustee. The Company assents to such pledge and assignment and agrees that the obligation of the Company to make payments under Section 4.2(a)(i), (ii), (iii) and (iv) shall be absolute, irrevocable and unconditional and shall not be subject to cancellation, termination or abatement, or to any defense other than payment or to any right of set-off, counterclaim or recoupment arising out of any breach under this Refunding Agreement, the Indenture or otherwise by the Issuer or the Trustee or any other party, or out of any obligation or liability at any time owing to the Company by the Issuer, the Trustee or any other party, and, further, that the payments under Section 4.2(a)(i), (ii), (iii) and (iv) and the other payments due hereunder shall continue to be payable at the times and in the amounts specified herein, whether or not the Facilities, or any portion thereof, shall have been destroyed by fire or other casualty, or title thereto, or the use thereof, shall have been taken by the exercise of the power of eminent domain, and that there shall be no abatement of or diminution in any such payments by reason thereof, whether or not the Facilities shall be used or useful, and whether or not any applicable laws, regulations or standards shall prevent or prohibit the use of the Facilities, or for any other reason. SECTION IV.4. Payment of Administration Expenses. The Company shall pay or cause to be paid all Administration Expenses, including those of the Issuer, the Trustee, any Paying Agent, any Co-Paying Agent, any Authenticating Agent, the Remarketing Agent and the Bond Registrar under the Indenture, such payments to be made directly to such entities. SECTION IV.5. Indemnification. The Company releases the Issuer, the Trustee and the Remarketing Agent from, agrees that the Issuer, the Trustee and the Remarketing Agent shall not be liable for, and agrees to indemnify and hold the Issuer, the Trustee and the Remarketing Agent free and harmless from, any liability for any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Facilities, including, without limitation, the financing or refinancing of the Facilities and the Prior Bonds or Bonds issued with respect thereto, except in any case as a result of the negligence, willful misconduct or bad faith of the party otherwise to be indemnified. The Company will indemnify and hold the Issuer, the Trustee and the Remarketing Agent free and harmless from any loss, claim, damage, tax, penalty, liability (including but not limited to liability for any patent infringement), disbursement, litigation expenses, attorneys' fees and expenses or court costs arising out of, or in any way relating to, the execution or performance of this Refunding Agreement, the issuance or sale of the Prior Bonds or the Bonds, actions taken under the Indenture, or any other cause whatsoever pertaining to the Facilities, including without limitation, recovery costs arising from the presence of hazardous substances, except in any case as a result of the negligence, willful misconduct or bad faith of the Trustee or the Remarketing Agent, or as a result of the gross negligence, willful misconduct or bad faith of the Issuer. Under this Section, the Company shall also be deemed to release, indemnify and agree to hold harmless each employee, official or officer of the Issuer, the Trustee and the Remarketing Agent to the same extent as such entities. SECTION IV.6. Payment of Taxes. The Company agrees that it will pay, as the same become due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against the Company or the Issuer with respect to the Facilities or any portion thereof or with respect to the Prior Bonds, including, without limiting the generality of the foregoing, any taxes lawfully levied against the Company or the Issuer upon or with respect to the income or profits of the Issuer from the Facilities or any charge on the payments made pursuant to Section 4.2(a)(i), (ii), (iii) or (iv) hereof prior to or on a parity with the charge under the Indenture thereon and the pledge or assignment thereof to be created and made in the Indenture, and including all ad valorem taxes lawfully assessed upon the Facilities, all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Facilities, all assessments and charges lawfully made by any governmental body against the Company or the Issuer for or on account of the Facilities and in addition any excise tax levied against the Company or the Issuer on the payments made pursuant to Section 4.2(a)(i), (ii), (iii) and (iv) hereof; provided, however, that nothing herein shall require the payment of any such tax or charge or the making of provision for the payment thereof, so long as the validity thereof shall be contested in good faith by the Company by appropriate legal proceedings; further provided, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated to pay only such installments as are required to be paid during the term of this Refunding Agreement. ARTICLE V REFUNDING OF PRIOR BONDS SECTION V.1. Refunding Fund - Disbursement of Bond Proceeds. The Trustee, as authorized by the Issuer in the Indenture, shall transfer out of the Refunding Fund the proceeds of the Bonds on or before the Refunding Date to the Prior Trustee for disbursement and investment in accordance with the Prior Indenture in order to redeem, together with moneys of the Company deposited therein, if necessary, all of the Prior Bonds on the Refunding Date. SECTION V.2. Compliance with Prior Indenture. The Issuer shall, at the request of the Company, take all steps as may be necessary under the Prior Indenture to effect the redemption of all of the Prior Bonds on the Refunding Date as provided in the Prior Indenture and as contemplated herein. ARTICLE VI SPECIAL COVENANTS AND AGREEMENTS SECTION VI.1. Maintenance of Corporate Existence. The Company shall maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all its assets and will not consolidate with or merge with or into another corporation or permit one or more other corporations to consolidate with or merge into it; provided, however, that the Company may, without violating the agreements contained in this Section consolidate with or merge into another domestic corporation (i.e., a corporation incorporated and existing under the laws of one of the states of the United States of America or the District of Columbia or under the laws of the United States of America) or permit one or more such domestic corporations to consolidate with or merge into it, or sell or otherwise transfer to another domestic corporation all or substantially all of its assets as an entirety and thereafter dissolve; provided that (i) both immediately prior to such consolidation, merger, sale or transfer and after giving effect thereto, no Event of Default (or event which, with the giving of notice or the passage of time, or both, would become an Event of Default) shall have occurred and be continuing, and (ii) in the event the Company is not the surviving, resulting or transferee corporation, as the case may be, such surviving, resulting or transferee corporation assumes in writing all of the obligations of the Company herein. If consolidation, merger or sale or other transfer is made as permitted by this Section, the provisions of this Section shall continue in full force and effect and no further consolidation, merger or sale or other transfer shall be made except in compliance with the provisions of this Section. SECTION VI.2. Limited Obligation Bonds. The Bonds shall be limited obligations of the Issuer and shall be payable solely out of the revenues of the Issuer from this Refunding Agreement as provided in the Indenture (including all sums deposited in the Bond Fund from time to time pursuant to this Refunding Agreement and the Indenture, and in certain events, amounts obtained through the exercise of certain remedies provided in the Indenture). The Bonds shall never be general obligations of the Issuer nor constitute an indebtedness or pledge of the general credit of the Issuer within the meaning of any constitutional or statutory provision or limitation of indebtedness, and shall never be paid in whole or in part out of any funds raised or to be raised by taxation or any other funds of the Issuer. SECTION VI.3. Arbitrage and Tax Compliance. The Issuer and the Company hereby covenant with each other, the Trustee and each of the holders of any Bonds that neither of them will cause or permit the proceeds of the Bonds to be used in a manner that will cause the interest on the Bonds to be includable in gross income of the recipients thereof other than a person who is a "substantial user" of the Facilities or a "related person" to such "substantial user" within the meaning of the Code for federal income tax purposes. In addition, the Company covenants that to the extent permitted by law, it shall take all actions within its control necessary to maintain, and shall refrain from taking any action that impairs, the exclusion of the interest on the Bonds from gross income for federal income tax purposes under federal tax law (other than a person who is a "substantial user" of the Facilities or a "related person" to such "substantial user" within the meaning of the Code) existing on the date of delivery of the Bonds. In furtherance of the foregoing, the Company also agrees on behalf of the Issuer to comply with all rebate requirements and procedures as may become applicable to the Bonds under the Code. Without limiting the generality of the foregoing, the Company further covenants and agrees, as follows: (a) The Facilities are located within the jurisdiction of the Issuer. (b) Substantially all of the net proceeds of the sale of the Prior Bonds have been used to undertake the acquisition of air or water pollution control facilities or sewerage or solid waste disposal facilities within the meaning of Section 103(b)(4) of the Internal Revenue Code of 1954, as amended. All of the proceeds of the Prior Bonds have been expended. (c) The weighted average maturity of the Bonds does not exceed 120% of the reasonably expected economic life of the Facilities financed with the proceeds of the Prior Bonds. (d) The principal amount of the Bonds shall not exceed the outstanding principal amount of the Prior Bonds being refunded from the proceeds of the Bonds. (e) The Bonds are not and will not be "federally guaranteed" (as defined in Section 149(b) of the Code). (f) None of the proceeds of the Bonds will be used, and none of the proceeds of the Prior Bonds were used, to provide any airplane, skybox or other private luxury box, or health club facility; any facility primarily used for gambling; or any store the principal business of which is the sale of alcoholic beverages for consumption off premises. (g) The information furnished by the Company and used by the Issuer in preparing its No-Arbitrage Certificate dated the Issue Date is accurate and complete as of the date of the issuance of the Bonds. (h) None of the proceeds of the Bonds will be used to finance Costs of Issuance of the Bonds. (i) The Company will take no action that would cause any funds constituting gross proceeds of the Bonds to be used in a manner as to constitute a prohibited payment under the applicable regulations pertaining to, or in any other fashion as would constitute failure of compliance with, Section 148 of the Code and applicable regulations thereunder. The covenants and agreements contained herein and in the Tax Certificate and the No-Arbitrage Certificate are intended to ensure compliance with the provisions of the Code and the Regulations. In the event that the Code is amended or that Regulations are hereafter proposed or promulgated and the effect of such change is to modify or delete any element of the covenants contained herein, the Company shall be relieved of its obligations to comply with such covenants to the extent of such modification or deletion provided that the Company receives an opinion of Bond Counsel that such action will not adversely affect the exclusion of the interest on the Bonds from the gross income of the holders thereof for Federal income tax purposes. The Company may rely on such opinions of Bond Counsel in complying with such covenants and agreements. In the event such change in the Code or the Regulations imposes additional requirements which are applicable to the Bonds, the Company hereby agrees to comply with the provisions of the Code or the Regulations, as applicable. SECTION VI.4. Maintenance of Facilities. The Company covenants that while any of the Bonds are outstanding it will, at its own expense, maintain the Facilities in good repair and make all required replacements and renewals thereof. However, the Company shall have no obligation to replace or renew any portion of the Facilities, if in the Company's opinion, it is unnecessary or undesirable to do so. The Company agrees that the Facilities will be insured against loss or damage of such kinds and in such amounts, including without limitation, fire and extended coverage risks (including property insurance) in such amounts and covering such risks as are customarily insured against by companies operating similar properties. Any provisions of this Refunding Agreement to the contrary notwithstanding, the Company shall be entitled to the proceeds of any insurance or condemnation award or portion thereof with respect to the Facilities and such proceeds shall be paid directly to the Company. SECTION VI.5. Permits. The Company shall, at its sole cost and expense, procure or cause to be procured any and all necessary building permits, other permits, licenses and other authorizations required for the lawful and proper use, occupation, operation and management of the Facilities and which, if not obtained, would materially adversely affect or impair the obligations of the Company under this Refunding Agreement or the ability of the Company to discharge such obligations. SECTION VI.6. Compliance with Law. The Company shall, throughout the term of this Refunding Agreement and at no expense to the Issuer, promptly comply or cause compliance with all laws, ordinances, orders, rules, regulations and requirements of duly constituted public authorities that are applicable to the Facilities or to the repair and alteration thereof, or to the use or manner of use of the Facilities and which, if there is non- compliance, would materially adversely affect or impair the obligations of the Company under this Refunding Agreement or the ability of the Company to discharge such obligations. Notwithstanding the foregoing, the Company shall have the right to contest the legality of any such law, ordinance, order, rule, regulation or requirement as applied to the Facilities provided that in the opinion of counsel to the Company such contest shall not in any way materially adversely affect or impair the obligations of the Company under this Refunding Agreement or the ability of the Company to discharge such obligations. SECTION VI.7. No Warranty. The Issuer makes no warranty, either express or implied, as to the Facilities, including, without limitation, title to the Facilities or the actual or designed capacity of the Facilities, as to the suitability or operation of the Facilities for the purposes specified in this Refunding Agreement, as to the condition of the Facilities or as to the suitability thereof for the Company's purposes or needs or as to compliance of the Facilities with applicable laws and regulations or the ability of the Company to discharge the Bonds. The Company covenants with the Issuer that it will make no claim against the Issuer for any deficiency which may at any time exist in the Facilities, nor will it assert against the Issuer any other claim for breach of warranty with respect to the Facilities. The obligations of the Company under this Section shall survive any assignment or termination of this Refunding Agreement. ARTICLE VII ASSIGNMENT, LEASING AND SELLING SECTION VII.1. By the Company. The Company's interest in this Refunding Agreement may be assigned in whole or in part, and the Facilities may be leased or sold as a whole or in part (whether a specific element or unit or an undivided interest), by the Company, subject, however, to the condition that no assignment, lease or sale (other than as described in Section 6.1 hereof) shall relieve the Company from primary liability for its obligations under Section 4.2 hereof to pay the payments required thereunder, or for any other of its obligations hereunder, other than those obligations relating to the operation, maintenance and insurance of the Facilities, which obligations (to the extent of the interest assigned, leased or sold and to the extent assumed by the assignee, lessee or purchaser) shall be deemed to be satisfied and discharged. Further, upon any such lease or sale the Company shall comply with the requirements of the Code and the regulations promulgated thereunder (including, without limitation, the taking of remedial action with respect to the Bonds) as the same may then be applicable. The Company shall, within fifteen (15) days after the delivery thereof, furnish to the Issuer and the Trustee a true and complete copy of the agreements or other documents effectuating any such assignment, lease or sale. SECTION VII.2. Limitation. This Refunding Agreement shall not be assigned nor shall the Facilities be leased or sold, in whole or in part, except as provided in this Article VII, Sections 4.3 or 6.1 hereof. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES SECTION VIII.1. Events of Default. Each of the following events shall constitute and is referred to in this Refunding Agreement as an "Event of Default": (a) a failure by the Company to make when due any payment required to be made pursuant to Section 4.2 hereof, which failure shall have resulted in an "Event of Default" under clause (a), (b) or (e) of Section 10.1 of the Indenture; (b) a failure by the Company to pay when due any other amount required to be paid under this Refunding Agreement or to observe and perform any covenant, condition or agreement on its part to be observed or performed, which failure shall continue for a period of ninety (90) days after written notice, specifying such failure and requesting that it be remedied, shall have been given to the Company by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such period prior to its expiration; provided, however, that the Issuer and the Trustee shall be deemed to have agreed to an extension of such period if corrective action is initiated by the Company within such period and is being diligently pursued; (c) the expiration of a period of ninety (90) days following: (i) the adjudication of the Company as a bankrupt by any court of competent jurisdiction; (ii) the entry of an order approving a petition seeking reorganization or arrangement of the Company under the federal bankruptcy laws or any other applicable law or statute of the United States of America, or of any state thereof; or (iii) the appointment of a trustee or a receiver of all or substantially all of the property of the Company, unless during such period such adjudication, order or appointment of a trustee or receiver shall be vacated or shall be stayed on appeal or otherwise or shall have otherwise ceased to continue in effect; or (d) the filing by the Company of a voluntary petition in bankruptcy or the making of an assignment for the benefit of creditors; the consenting by the Company to the appointment of a receiver or trustee of all or any part of its property; the filing by the Company of a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws, or any other applicable law or statute of the United States of America, or of any state thereof; or the filing by the Company of a petition to take advantage of any insolvency act. SECTION VIII.2. Force Majeure. The provisions of Section 8.1 hereof are subject to the following limitations: If by reason of acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or other acts of any kind of the government of the United States or of the State of Louisiana, or any other sovereign entity or body politic, or any department, agency, political subdivision, court or official of any of them, or any civil or military authority; insurrections; riots; epidemics; landslides; lightning; earthquakes; volcanoes; fires; hurricanes; tornados; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage of, or accident to, machinery; partial or entire failure of utilities; or any cause or event not reasonably within the control of the Company, the Company is unable in whole or in part to carry out any one or more of its agreements or obligations contained herein, other than its payment obligations under Section 4.2(a)(i), (ii), (iii) or (iv) hereof and its obligations under Sections 4.6, 6.1, 7.1 and 9.1 hereof, the Company shall not be deemed in default by reason of not carrying out said agreement or agreements or performing said obligation or obligations during the continuance of such inability. The Company agrees, however, to use its best efforts to remedy with all reasonable dispatch the cause or causes preventing it from carrying out its agreements; provided, that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Company, and the Company shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Company, unfavorable to the Company. SECTION VIII.3. Remedies on Default. (a) Upon the occurrence and continuance of any Event of Default described in Section 8.1 hereof, and further upon the condition that, in accordance with the terms of the Indenture, the Bonds shall have become immediately due and payable pursuant to any provision of the Indenture, the payments required to be paid pursuant to Section 4.2 hereof shall, without further action, become and be immediately due and payable. (b) Upon the occurrence and continuance of any Event of Default, the Issuer, with the prior consent of the Trustee, or the Trustee, may take any action at law or in equity to collect the payments then due and thereafter to become due hereunder, or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Refunding Agreement. (c) Any amounts collected pursuant to action taken under this Section shall be applied in accordance with the Indenture. (d) In case any proceeding taken by the Issuer or the Trustee on account of any Event of Default shall have been dis continued or abandoned for any reason, or shall have been determined adversely to the Issuer or the Trustee, then and in every such case, the Issuer and the Trustee shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Issuer and the Trustee shall continue as though no such proceeding had been taken. SECTION VIII.4. No Remedy Exclusive. No remedy conferred upon or reserved to the Issuer by this Refunding Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Refunding Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any event of default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer or the Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be herein expressly required, or as may be required by applicable law. SECTION VIII.5. Payment of Attorneys' Fees and Other Expenses. If the Company shall be in default under any of the provisions of this Refunding Agreement, and the Issuer or the Trustee shall employ attorneys or incur other expenses for the collection of sums due and payable under this Refunding Agreement, or for the enforcement of performance or observance of any obligation or agreement on the part of the Company contained in this Refunding Agreement, the Company agrees that it will on demand therefor reimburse the reasonable fees of such attorneys and such other reasonable expenses so incurred. SECTION VIII.6. Waiver of Breach. In the event that any agreement contained herein shall be breached by either the Company or the Issuer and such breach shall thereafter be waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. In view of the assignment of the Issuer's rights in and under this Refunding Agreement to the Trustee under the Indenture, the Issuer shall have no power to waive any default hereunder by the Company without the consent of the Trustee. Any waiver of any "Event of Default" under the Indenture and a rescission and annulment of its consequences shall constitute a waiver of the corresponding Event of Default hereunder and a rescission and annulment of the consequences thereof. ARTICLE IX OPTIONS AND OBLIGATIONS TO ACCELERATE PAYMENT SECTION IX.1. Redemption of Bonds. The Issuer shall take the actions required by the Indenture to discharge the lien thereof through the redemption, or provision for payment or redemption, of all Bonds then outstanding, or to effect the redemption, or provision for payment or redemption, of less than all the Bonds then outstanding, upon receipt by the Issuer and the Trustee from the Company of a notice designating the principal amounts of the Bonds to be redeemed, or for the payment or redemption of which provision is to be made, and, in the case of redemption of Bonds, or provision therefor, specifying the date of redemption, whether such notice shall be unconditional, and the applicable redemption provision of the Indenture. Unless otherwise stated therein or otherwise required by the Indenture, such notice shall be revocable by the Company at any time prior to the time at which the Trustee shall have given notice to the holders of the Bonds to be redeemed. The Company shall furnish, as a prepayment of the sums due hereunder, any moneys or Government Securities required by the Indenture to be deposited with the Trustee or otherwise paid by the Issuer in connection with a defeasance of Bonds pursuant to Article XV of the Indenture or in connection with an unconditional call for redemption of Bonds. SECTION 9.2. Purchase of Bonds. The Company may at any time, and from time to time, furnish moneys to the Trustee accompanied by a notice directing the Trustee to apply such moneys to the purchase in the open market of Bonds in the principal amounts specified in such notice, and any Bonds so purchased shall thereupon be canceled by the Trustee. ARTICLE X MISCELLANEOUS SECTION X.1. Term of the Agreement. This Refunding Agreement shall be in full force and effect from the Issue Date until the right, title and interest of the Trustee in and to the Trust Estate (as defined in the Indenture) shall have ceased, terminated and become void in accordance with Article XV of the Indenture and until all payments required under this Refunding Agreement shall have been made. SECTION X.2. Notices. Except as otherwise provided in this Refunding Agreement, all notices, certificates or other communications shall be sufficiently given and shall be deemed given when given in accordance with the provisions of Section 16.6 of the Indenture. SECTION X.3. Successors. This Refunding Agreement shall inure to the benefit of the Issuer, the governing authority of the Issuer, its members, officers or employees, the Company, the Trustee and the holders from time to time of the Bonds, and shall be binding upon the Issuer, the Company and their respective successors and assigns. SECTION X.4. Amendments to Refunding Agreement. This Refunding Agreement may not be effectively amended, changed, modified, altered or terminated except in accordance with the provisions of the Indenture, and no amendment to this Refunding Agreement shall be binding upon either party hereto until such amendment is reduced to writing and executed by both parties hereto. SECTION X.5. Counterparts. This Refunding Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement. SECTION X.6. Severability. If any clause, provision or section of this Refunding Agreement shall be held illegal or invalid by any court, the invalidity of such clause, provision or section shall not affect any of the remaining clauses, provisions or sections hereof and this Refunding Agreement shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained herein. In case any agreement or obligation contained in this Refunding Agreement shall be held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of the Issuer or the Company, as the case may be, to the full extent permitted by law. SECTION X.7. Applicable Law. The laws of the State of Louisiana shall govern the construction of this Refunding Agreement. SECTION X.8. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Refunding Agreement, shall not be a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day, with the same force and effect as if done on the nominal date provided in this Refunding Agreement, and no interest on the amount so payable shall accrue for the period after such nominal date. SECTION X.9. Amounts Remaining in Bond Fund. Any amounts remaining in the Bond Fund upon expiration or earlier termination of this Refunding Agreement as herein provided, after payment in full of the Bonds (or provision therefor) in accordance with the Indenture, all other costs and expenses to be paid by the Company hereunder, all Administration Expenses, and all amounts owing the Issuer and the Trustee under this Refunding Agreement and the Indenture, shall belong to and be paid to the Company, as an overpayment of the payments. SECTION X.10. Company Approval of Indenture. The Indenture has been submitted to the Company for examination, and the Company, by execution of this Refunding Agreement, acknowledges and agrees that it has participated in the drafting of the Indenture and agrees that it has approved the Indenture and agrees that it is bound by and shall have the rights set forth by the terms and conditions thereof and covenants and agrees to perform all obligations required of the Company pursuant to the terms of the Indenture. SECTION X.11. Binding Effect. This Refunding Agreement shall be binding upon the parties hereto and upon their respective successors and assigns, and the words "Issuer" and "Company" shall include the parties hereto and their respective successors and assigns and include any gender, singular and plural, and individuals, partnerships or corporations. SECTION X.12. Captions and Headings. The captions or headings in this Refunding Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions of this Refunding Agreement. SECTION X.13. No Personal Liability. No covenant or agreement contained in this Refunding Agreement shall be deemed to be the covenant or agreement of any official, officer, agent, or employee of the Issuer in his individual capacity, and no such person shall be subject to any personal liability or accountability by reason of the issuance thereof. SECTION X.14. Parties in Interest. This Refunding Agreement shall inure to the benefit of and shall be binding upon the Issuer, the Company, the Trustee and the Paying Agent and their respective successors and assigns, and no other person, firm or corporation shall have any right, remedy or claim under or by reason of this Refunding Agreement; provided, however, that any monetary obligation of the Issuer created by or arising out of this Refunding Agreement shall be payable solely out of the revenues derived from this Refunding Agreement or the sale of the Bonds or income earned on invested funds as provided in the Indenture and shall not constitute, and no breach of this Refunding Agreement by the Issuer shall impose, a pecuniary liability upon the Issuer or a charge upon the Issuer's general credit or against its taxing powers. SECTION X.15. Administrative Fee. The Company acknowledges and agrees that the Issuer will charge an administrative fee payable to the Trustee, in an amount set forth in Exhibit B to the Indenture, for the purpose of paying or reimbursing the Issuer for its reasonable administrative expenses incurred by the Issuer in connection with the issuance of the Bonds, representing the legal expenses of Bond Counsel and Issuer's counsel, which administrative fee shall be deposited by the Company with the Trustee pursuant to Section 6.4 of the Indenture and applied to pay the expenses set forth in Exhibit B to the Indenture. IN WITNESS WHEREOF, the Issuer and the Company have caused this Refunding Agreement to be executed in their respective corporate names and their respective corporate seals to be hereunto affixed and attested by their duly authorized officers, all as of the date first above written. PARISH OF ST. CHARLES, STATE OF LOUISIANA By:________________________________ Parish President ATTEST: By: _______________________________ [SEAL] Secretary, St. Charles Parish Council ENTERGY LOUISIANA, INC. By:_________________________________ Vice President and Treasurer ATTEST: By: _______________________________ [SEAL] Assistant Secretary EX-5 4 Exhibit F-1(d) October 15, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: With respect to (1) the Application-Declaration ("Application-Declaration") on Form U-1, as amended (File No. 70-9141), filed by Entergy Louisiana, Inc. (the "Company") with the Securities and Exchange Commission ("Commission") under the Public Utility Holding Company Act of 1935, as amended, contemplating, among other things, the entering into arrangements for the issuance and sale of one or more new series of tax-exempt bonds (the "Tax-Exempt Bonds"); (2) the Commission's order dated March 12, 1998 ("Order") permitting the Application-Declaration, as amended, to become effective with respect to the issuance and sale of said Tax-Exempt Bonds; and (3) the subsequent consummation on October 7, 1999 of the entry by the Company into a Refunding Agreement with the Parish of St. Charles, State of Louisiana (the "Issuer") and the related refinancing of outstanding pollution control revenue bonds through the issuance and sale by the Issuer of a series of Tax-Exempt Bonds, Pollution Control Revenue Refunding Bonds (Entergy Louisiana, Inc. Project) Series 1999- C (the "Transaction"), I advise you that in my opinion: (a) the Company is a corporation duly organized and validly existing under the laws of the State of Louisiana; (b) the Transaction has been consummated in accordance with the Application-Declaration, as amended, and the Order; (c) all state laws that relate or are applicable to the Company's participation in the Transaction (other than so-called "blue sky" or similar laws, upon which I do not pass herein) have been complied with; (d) the Refunding Agreement is a valid and binding obligation of the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (whether considered in a proceeding in equity or at law); and (e) the consummation of the Transaction has not violated the legal rights of the holders of any securities issued by the Company. I am a member of the Louisiana State Bar and for purposes of this opinion do not hold myself out as an expert on the laws of any state other than Louisiana and of the United States. My consent is hereby given to the use of this opinion as an exhibit to the Certificate pursuant to Rule 24. Very truly yours, /s/ Ann G. Roy Ann G. Roy, Esq. Senior Counsel - Corporate and Securities EX-5 5 Exhibit F-2(d) October 15, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: With respect to (1) the Application-Declaration ("Application-Declaration") on Form U-1, as amended (File No. 70- 9141), filed by Entergy Louisiana, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") under the Public Utility Holding Company Act of 1935, as amended, contemplating, among other things, the entering into arrangements for the issuance and sale of one or more new series of tax-exempt bonds (the "Tax-Exempt Bonds"); (2) the Commission's order dated March 12, 1998 (the "Order") permitting the Application- Declaration, as amended, to become effective with respect to the foregoing matters; and (3) the subsequent consummation, on October 7, 1999, of the entry by the Company into a Refunding Agreement, dated as of October 1, 1999 with the Parish of St. Charles, State of Louisiana (the "Issuer"), and the related refinancing of outstanding pollution control revenue bonds through the issuance by the Issuer of a new series of its Tax- Exempt Bonds (the "Transaction"), we advise you that in our opinion: (a) the Company is a corporation duly organized and validly existing under the laws of the State of Louisiana; (b) the Transaction has been consummated in accordance with the Application-Declaration, as amended, and the Order; (c) all state laws that relate or are applicable to the participation by the Company in the Transaction (other than so-called "blue sky" or similar laws, with respect to which we express no opinion) have been complied with; and (d) the consummation of the Transaction by the Company has not violated the legal rights of the holders of any securities issued by the Company. We are members of the New York Bar and do no hold ourselves out as experts on the laws of any other state for purposes of this opinion. In giving this opinion, we have relied, as to all matters governed by the laws of the State of Louisiana, upon the opinion of Ann G. Roy, Esq., Senior Counsel - Corporate and Securities of Entergy Services, Inc., counsel for the Company, which is to be filed as an exhibit to the Certificate pursuant to Rule 24. Our consent is hereby given to the use of this opinion as an exhibit to the Certificate pursuant to Rule 24. Very truly yours, /s/ Thelen Reid & Priest LLP THELEN REID & PRIEST LLP -----END PRIVACY-ENHANCED MESSAGE-----