-----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, JjEaet0oYOBR62m7ZaSYrNHxEOaFHUfeHmyMZm/xYpHwkcj1m1Iunu9ODFM71yUv EQxJbPmWum/9nBDwP0006A== 0000065984-02-000100.txt : 20020415 0000065984-02-000100.hdr.sgml : 20020415 ACCESSION NUMBER: 0000065984-02-000100 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020328 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: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-08474 FILM NUMBER: 02592302 BUSINESS ADDRESS: STREET 1: 4809 JEFFERSON HGWY CITY: JEFFERSON STATE: LA ZIP: 70121 BUSINESS PHONE: 504-840-2734 MAIL ADDRESS: STREET 1: 4809 JEFFERSON HIGHWAY CITY: JEFFERSON STATE: LA ZIP: 70121 FORMER COMPANY: FORMER CONFORMED NAME: LOUISIANA POWER & LIGHT CO /LA/ DATE OF NAME CHANGE: 19960610 8-A12B 1 a09502.txt FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 _____________________________ Entergy Louisiana, Inc. (Exact name of registrant as specified in its charter) Louisiana 1-8474 71-0245590 (State of (Commission File (I.R.S. Employer incorporation or Number) Identification No.) organization) 4809 Jefferson Highway Jefferson, Louisiana 70121 (504) 840-2734 (Address of principal executive offices, including zip code) _______________________________ Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be so registered 7.60% Series First Mortgage New York Stock Exchange Bonds Due April 1, 2032 If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. X If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. Securities Act registration statement file number to which this form relates: 333-93683 (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: None The Commission is respectfully requested to send copies of all notices, orders and communications to: Mark G. Otts, Esq. Kimberly M. Reisler, Esq. Entergy Services, Inc. Thelen Reid & Priest LLP 639 Loyola Avenue 40 West 57th Street New Orleans, Louisiana 70113 New York, New York 10019 (504) 576-5228 (212) 603-2207 INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. The securities to be registered hereby are the 7.60% Series First Mortgage Bonds due April 1, 2032 (the "Bonds") of Entergy Louisiana, Inc. (the "Company"), a Louisiana corporation. A description of the Bonds is contained in the Prospectus included in the Registration Statement on Form S-3 of Entergy Louisiana, Inc., Registration Statement File No. 333-93683, which was declared effective by the Securities and Exchange Commission on March 6, 2000, as supplemented by a Prospectus Supplement dated March 20, 2002 relating to the Bonds filed pursuant to Rule 424(b) under the Securities Act of 1933 on March 22, 2002. Such description, as so supplemented, is incorporated herein by reference. Item 2. Exhibits. The Bonds described herein are to be listed on the New York Stock Exchange. Accordingly, the following exhibits required in accordance with Part II to the instructions as to exhibits to Form 8-A have been duly filed with the New York Stock Exchange. Exhibit Description Method of Filing 1(a) *Registration Statement on Previously filed as Form S-3 filed by Entergy Registration Statement No. Louisiana, Inc. 333-93683. 1(b) *Prospectus Supplement Previously filed pursuant dated March 20, 2002 filed to Rule 424(b)(2) under by Entergy Louisiana, Inc. the Securities Act of 1933 4(a) *Amended and Restated Exhibit 3(a) to Articles of Incorporation Registration Statement on of the Company, as amended. Form S-3 in File No. 333- 93683. 4(b) *By-Laws of the Company, as Exhibit 3(b) to amended. Registration Statement on Form S-3 in File No. 333- 93683. 4(c) *Mortgage and Deed of Trust Exhibit 7(d) in File No. 2- dated as of April 1, 1944, 5317. as amended by fifty-five Supplemental Indentures. 4(d) Supplemental Indentures supplementing said Mortgage and Deed of Trust *First Supplemental Exhibit 7(b) in File No. 2- Indenture 7408. *Second Supplemental Exhibit 7(c) in File No. 2- Indenture 8636. *Third Supplemental Exhibit 4(b)-3 in File No. Indenture 2-10412. *Fourth Supplemental Exhibit 4(b)-4 in File No. Indenture 2-12264. *Fifth Supplemental Exhibit 2(b)-5 in File No. Indenture 2-12936. *Sixth Supplemental Exhibit D in File No. 70- Indenture 3862. *Seventh Supplemental Exhibit 2(b)-7 in File Indenture No.2-22340. *Eighth Supplemental Exhibit 2(c) in File No. 2- Indenture 24429. *Ninth Supplemental Exhibit 4(c)-9 in File No. Indenture 2-25801. *Tenth Supplemental Exhibit4(c)-10 in File No. Indenture 2-26911. *Eleventh Supplemental Exhibit 2(c) in File No. 2- Indenture 28123. *Twelfth Supplemental Exhibit 2(c) in File No. 2- Indenture 34659. *Thirteenth Supplemental Exhibit C to Rule 24 Indenture Certificate in File No. 70- 4793. *Fourteenth Supplemental Exhibit 2(b)-2 in File No. Indenture 2-38378. *Fifteenth Supplemental Exhibit 2(b)-2 in File No. Indenture 2-39437. *Sixteenth Supplemental Exhibit 2(b)-2 in File No. Indenture 2-42523. *Seventeenth Supplemental Exhibit C to Rule 24 Indenture Certificate in File No. 70- 5242. *Eighteenth Supplemental Exhibit C to Rule 24 Indenture Certificate in File No. 70- 5330. *Nineteenth Supplemental Exhibit C-1 to Rule 24 Indenture Certificate in File No. 70- 5449. *Twentieth Supplemental Exhibit C-1 to Rule 24 Indenture Certificate in File No. 70- 5550. *Twenty-first Supplemental Exhibit A-(6)a to Rule 24 Indenture Certificate in File No. 70- 5598. *Twenty-second Supplemental Exhibit C-1 to Rule 24 Indenture Certificate in File No. 70- 5711. *Twenty-third Supplemental Exhibit C-1 to Rule 24 Indenture Certificate in File No. 70- 5919. *Twenty-fourth Supplemental Exhibit C-1 to Rule 24 Indenture Certificate in File No. 70- 6102. *Twenty-fifth Supplemental Exhibit C-1 to Rule 24 Indenture Certificate in File No. 70- 6169. *Twenty-sixth Supplemental Exhibit C-1 to Rule 24 Indenture Certificate in File No. 70- 6278. *Twenty-seventh Exhibit C-1 to Rule 24 Supplemental Indenture Certificate in File No. 70- 6355. *Twenty-eighth Supplemental Exhibit C-1 to Rule 24 Indenture Certificate in File No. 70- 6508. *Twenty-ninth Supplemental Exhibit C-1 to Rule 24 Indenture Certificate in File No. 70- 6556. *Thirtieth Supplemental Exhibit C-1 to Rule 24 Indenture Certificate in File No. 70- 6635. *Thirty-first Supplemental Exhibit C-1 to Rule 24 Indenture Certificate in File No. 70- 6834. *Thirty-second Supplemental Exhibit C-1 to Rule 24 Indenture Certificate in File No. 70- 6886. *Thirty-third Supplemental Exhibit C-1 to Rule 24 Indenture Certificate in File No. 70- 6993. *Thirty-fourth Supplemental Exhibit C-2 to Rule 24 Indenture Certificate in File No. 70- 6993. *Thirty-fifth Supplemental Exhibit C-3 to Rule 24 Indenture Certificate in File No. 70- 6993. *Thirty-sixth Supplemental Exhibit A-(2)a to Rule 24 Indenture Certificate in File No. 70- 7166. *Thirty-seventh Exhibit A-(2)a in File No. Supplemental Indenture 70-7226. *Thirty-eighth Supplemental Exhibit C-1 to Rule 24 Indenture Certificate in File No. 70- 7270. *Thirty-ninth Supplemental Exhibit 4(a) to Form 10-Q Indenture for the quarter ended June 30, 1988 in File No. 1- 8474. *Fortieth Supplemental Exhibit A-2(b) to Rule 24 Indenture Certificate in File No. 70- 7553. *Forty-first Supplemental Exhibit A-2(d) to Rule 24 Indenture Certificate in File No. 70- 7553. *Forty-second Supplemental Exhibit A-3(a) to Rule 24 Indenture Certificate in File No. 70- 7822. *Forty-third Supplemental Exhibit A-3(b) to Rule 24 Indenture Certificate in File No. 70- 7822. *Forty-fourth Supplemental Exhibit A-2(b) to Rule 24 Indenture Certificate in File No. 70- 7822. *Forty-fifth Supplemental Exhibit A-3(c) to Rule 24 Indenture Certificate in File No. 70- 7822. *Forty-sixth Supplemental Exhibit A-2(c) to Rule 24 Indenture Certificate dated April 7, 1993 in File No. 70-7822. *Forty-seventh Supplemental Exhibit A-3(d) to Rule 24 Indenture Certificate dated June 4, 1993 in File No. 70-7822. *Forty-eighth Supplemental Exhibit A-3(e) to Rule 24 Indenture Certificate dated December 21, 1993 in File No. 70- 7822. *Forty-ninth Supplemental Exhibit A-3(f) to Rule 24 Indenture Certificate dated August 1, 1994 in File No. 70- 7822. *Fiftieth Supplemental Exhibit A-4(c) to Rule 24 Indenture Certificate dated September 28, 1994 in File No. 70-7653. *Fifty-first Supplemental Exhibit A-2(a) to Rule 24 Indenture Certificate dated April 4, 1996 in File No. 70-8487. *Fifty-second Supplemental Exhibit A-2(a) to Rule 24 Indenture Certificate dated April 3, 1998 in File No. 70-9141. *Fifty-third Supplemental Exhibit A-2(b) to Rule 24 Indenture Certificate dated April 9, 1999 in File No. 70-9141. *Fifty-fourth Supplemental Exhibit A-3(a) to Rule 24 Indenture Certificate dated July 6, 1999 in File No. 70-9141. *Fifty-fifth Supplemental Exhibit A-2(c) to Rule 24 Indenture Certificate dated June 2, 2000 in File No. 70-9141. Form of Fifty-sixth Filed herewith. Supplemental Indenture 4(e) Form of Bond Filed herewith. * Previously filed as indicated and incorporated herein by reference. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: March 25, 2002 ENTERGY LOUISIANA, INC. By:/s/ Steven C, McNeal Steven C. McNeal Vice President and Treasurer EX-4 3 a095024d.txt Exhibit 4(d) ENTERGY LOUISIANA, INC. TO THE BANK OF NEW YORK (successor to Harris Trust Company of New York) AND STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin) As Trustees under Entergy Louisiana, Inc.'s Mortgage and Deed of Trust dated as of April 1, 1944 ________________ Fifty-sixth Supplemental Indenture Providing among other things for First Mortgage Bonds, 7.60% Series due April 1, 2032 (Sixty-second Series) Dated as of March 1, 2002 FIFTY-SIXTH SUPPLEMENTAL INDENTURE Indenture, dated as of March 1, 2002, between ENTERGY LOUISIANA, INC., a corporation of the State of Louisiana (successor by merger to LOUISIANA POWER & LIGHT COMPANY, a corporation of the State of Florida), whose post office address is 639 Loyola Avenue, New Orleans, Louisiana 70113 (hereinafter sometimes called the "Company"), and THE BANK OF NEW YORK, a New York banking corporation (successor to HARRIS TRUST COMPANY OF NEW YORK) whose principal office is located at 101 Barclay Street, New York, New York 10286 (hereinafter sometimes called "Corporate Trustee"), and STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin), whose address is 63 Euclid Avenue, Massapequa, New York 11758 (said Stephen J. Giurlando being hereinafter sometimes called "Co-Trustee" and the Corporate Trustee and the Co-Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of April 1, 1944 (hereinafter called the "Mortgage"), which Mortgage was executed and delivered by Louisiana Power & Light Company, a corporation of the State of Florida (hereinafter sometimes called the "Florida Company"), to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this Indenture (hereinafter called the "Fifty-sixth Supplemental Indenture") being supplemental thereto; WHEREAS, the Mortgage was recorded in various Parishes in the State of Louisiana, which Parishes are the same Parishes in which this Fifty-sixth Supplemental Indenture is to be recorded; and WHEREAS, by the Mortgage, the Florida Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and WHEREAS, the Florida Company executed and delivered the following supplemental indentures: Designation Dated as of First Supplemental Indenture March 1, 1948 Second Supplemental Indenture November 1, 1950 Third Supplemental Indenture September 1, 1953 Fourth Supplemental Indenture October 1, 1954 Fifth Supplemental Indenture January 1, 1957 Sixth Supplemental Indenture April 1, 1960 Seventh Supplemental Indenture June 1, 1964 Eighth Supplemental Indenture March 1, 1966 Ninth Supplemental Indenture February 1, 1967 Tenth Supplemental Indenture September 1, 1967 Eleventh Supplemental Indenture March 1, 1968 Twelfth Supplemental Indenture June 1, 1969 Thirteenth Supplemental Indenture December 1, 1969 Fourteenth Supplemental Indenture November 1, 1970 Fifteenth Supplemental Indenture April 1, 1971 Sixteenth Supplemental Indenture January 1, 1972 Seventeenth Supplemental Indenture November 1, 1972 Eighteenth Supplemental Indenture June 1, 1973 Nineteenth Supplemental Indenture March 1, 1974 Twentieth Supplemental Indenture November 1, 1974 which supplemental indentures were recorded in various Parishes in the State of Louisiana; and WHEREAS, the Florida Company was merged into the Company on February 28, 1975, and the Company thereupon executed and delivered a Twenty-first Supplemental Indenture, dated as of March 1, 1975, pursuant to which the Company, among other things, assumed and agreed duly and punctually to pay the principal of and interest on the bonds at the time issued and outstanding under the Mortgage, as then supplemented, in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage as so supplemented, and duly and punctually to observe, perform and fulfill all of the covenants and conditions of the Mortgage, as so supplemented, to be kept or performed by the Florida Company, and said Twenty-first Supplemental Indenture was recorded in various Parishes in the State of Louisiana; and WHEREAS, the Company has succeeded to and has been substituted for the Florida Company under the Mortgage with the same effect as if it had been named as mortgagor corporation therein; and WHEREAS, the Company executed and delivered the following supplemental indentures: Designation Dated as of Twenty-second Supplemental Indenture September 1, 1975 Twenty-third Supplemental Indenture December 1, 1976 Twenty-fourth Supplemental Indenture January 1, 1978 Twenty-fifth Supplemental Indenture July 1, 1978 Twenty-sixth Supplemental Indenture May 1, 1979 Twenty-seventh Supplemental Indenture November 1, 1979 Twenty-eighth Supplemental Indenture December 1, 1980 Twenty-ninth Supplemental Indenture April 1, 1981 Thirtieth Supplemental Indenture December 1, 1981 Thirty-first Supplemental Indenture March 1, 1983 Thirty-second Supplemental Indenture September 1, 1983 Thirty-third Supplemental Indenture August 1, 1984 Thirty-fourth Supplemental Indenture November 1, 1984 Thirty-fifth Supplemental Indenture December 1, 1984 Thirty-sixth Supplemental Indenture December 1, 1985 Thirty-seventh Supplemental Indenture April 1, 1986 Thirty-eighth Supplemental Indenture November 1, 1986 Thirty-ninth Supplemental Indenture May 1, 1988 Fortieth Supplemental Indenture December 1, 1988 Forty-first Supplemental Indenture April 1, 1990 Forty-second Supplemental Indenture June 1, 1991 Forty-third Supplemental Indenture April 1, 1992 Forty-fourth Supplemental Indenture July 1, 1992 Forty-fifth Supplemental Indenture December 1, 1992 Forty-sixth Supplemental Indenture March 1, 1993 Forty-seventh Supplemental Indenture May 1, 1993 Forty-eighth Supplemental Indenture December 1, 1993 Forty-ninth Supplemental Indenture July 1, 1994 Fiftieth Supplemental Indenture September 1, 1994 Fifty-first Supplemental Indenture March 1, 1996 Fifty-second Supplemental Indenture March 1, 1998 Fifty-third Supplemental Indenture March 1, 1999 Fifty-fourth Supplemental Indenture June 1, 1999 Fifty-fifth Supplemental Indenture May 15, 2000 which supplemental indentures were recorded in various Parishes in the State of Louisiana; and WHEREAS, in addition to the property described in the Mortgage, as supplemented, the Company has acquired certain other property, rights and interests in property; and WHEREAS, the Florida Company or the Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of First Mortgage Bonds: Series Principal Principal Amount Amount Issued Outstanding 3% Series due 1974 $17,000,000 None 3 1/8% Series due 1978 10,000,000 None 3% Series due 1980 10,000,000 None 4% Series due 1983 12,000,000 None 3 1/8% Series due 1984 18,000,000 None 4 3/4% Series due 1987 20,000,000 None 5% Series due 1990 20,000,000 None 4 5/8% Series due 1994 25,000,000 None 5 3/4% Series due 1996 35,000,000 None 5 5/8% Series due 1997 16,000,000 None 6 1/2% Series due September 1, 1997 18,000,000 None 7 1/8% Series due 1998 35,000,000 None 9 3/8% Series due 1999 25,000,000 None 9 3/8% Series due 2000 20,000,000 None 7 7/8% Series due 2001 25,000,000 None 7 1/2% Series due 2002 25,000,000 None 7 1/2% Series due November 1, 2002 25,000,000 $15,259,000 8% Series due 2003 45,000,000 None 8 3/4% Series due 2004 45,000,000 None 9 1/2% Series due November 1, 1981 50,000,000 None 9 3/8% Series due September 1, 1983 50,000,000 None 8 3/4% Series due December 1, 2006 40,000,000 None 9% Series due January 1, 1986 75,000,000 None 10% Series due July 1, 2008 60,000,000 None 10 7/8% Series due May 1, 1989 45,000,000 None 13 1/2% Series due November 1, 2009 55,000,000 None 15 3/4% Series due December 1, 1988 50,000,000 None 16% Series due April 1, 1991 75,000,000 None 16 1/4% Series due December 1, 1991 100,000,000 None 12% Series due March 1, 1993 100,000,000 None 13 1/4% Series due March 1, 2013 100,000,000 None 13% Series due September 1, 2013 50,000,000 None 16% Series due August 1, 1994 100,000,000 None 14 3/4% Series due November 1, 2014 55,000,000 None 15 1/4% Series due December 1, 2014 35,000,000 None 14% Series due December 1, 1992 60,000,000 None 14 1/4% Series due December 1, 1995 15,000,000 None 10 1/2% Series due April 1, 1993 200,000,000 None 10 3/8% Series due November 1, 2016 280,000,000 None Series 1988A due September 30, 1988 13,334,000 None Series 1988B due September 30, 1988 10,000,000 None Series 1988C due September 30, 1988 6,667,000 None 10.36% Series due December 1, 1995 75,000,000 None 10 1/8% Series due April 1, 2020 100,000,000 None Environmental Series A due June 1, 2021 52,500,000 $52,500,000 Environmental Series B due April 1, 2022 20,940,000 20,940,000 7.74% Series due July 1, 2002 179,000,000 56,400,000 8 1/2% Series due July 1, 2022 90,000,000 None Environmental Series C due December 1, 2022 25,120,000 25,120,000 6.00% Series due March 1, 2000 100,000,000 None Environmental Series D due May 1, 2023 34,364,000 34,364,000 Environmental Series E due December 1, 2023 25,991,667 25,991,667 Environmental Series F due July 1, 2024 21,335,000 21,335,000 Collateral Series 1994-A, due July 2,2017 117,805,000 109,290,000 Collateral Series 1994-B, due July 2, 2017 58,865,000 54,630,000 Collateral Series 1994-C, due July 2, 2017 31,575,000 29,290,000 8 3/4% Series due March 1, 2026 115,000,000 115,000,000 6-1/2% Series due March 1, 2008 115,000,000 115,000,000 5.80% Series due March 1, 2002 75,000,000 None Environmental Series G due June 1, 2030 67,200,000 67,200,000 8-1/2% Series due June 1, 2003 150,000,000 150,000,000 which bonds are also hereinafter sometimes called bonds of the First through Sixty-first Series, respectively; and WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and WHEREAS, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restrictions if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or the Company may cure any ambiguity contained therein, or in any supplemental indenture, or may establish the terms and provisions of any series of bonds (other than the First Series) by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the lien of the Mortgage shall be situated; and WHEREAS, the Company now desires to create a new series of bonds and to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented; and WHEREAS, the execution and delivery by the Company of this Fifty-sixth Supplemental Indenture, and the terms of the bonds of the Sixty-second Series, hereinafter referred to, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors; NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further to secure the payment both of the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modification made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto Stephen J. Giurlando and (to the extent of its legal capacity to hold the same for the purpose hereof) to The Bank of New York, as Trustees under the Mortgage, and to their successor or successors in said trust, and to said Trustees and their successors and assigns forever, all of the property now owned by the Company and specifically described in the Mortgage, as supplemented, and all the following described properties of the Company, whether now owned or hereafter acquired, namely: PARAGRAPH ONE The Electric Generating Plants, Plant Sites and Stations, and all ownership interests therein, of the Company, including all electric works, power houses, buildings, pipe lines and structures owned by the Company and all land of the Company on which the same are situated and all of the Company's lands, together with the buildings and improvements thereon, and all rights, ways, servitudes, prescriptions, and easements, rights-of-way, permits, privileges, licenses, poles, wires, machinery, implements, equipment and appurtenances, forming a part of said plants, sites or stations, or any of them, or used or enjoyed, or capable of being used or enjoyed in conjunction with any of said power plants, sites, stations, lands and property. PARAGRAPH TWO The Electric Substations, Switching Stations, Microwave installations and UHF-VHF installations of the Company, and the Sites therefor, including all buildings, structures, towers, poles, all equipment, appliances and devices for transforming, converting, switching, transmitting and distributing electric energy, and for communications, and the lands of the Company on which the same are situated, and all of the Company's lands, rights, ways, servitudes, prescriptions, easements, rights-of-way, machinery, equipment, appliances, devices, licenses and appurtenances forming a part of said substations, switching stations, microwave installations or UHF-VHF installations, or any of them, or used or enjoyed or capable of being used or enjoyed in conjunction with any of them. PARAGRAPH THREE All and Singular the Miscellaneous Lands and Real Estate or Rights and Interests therein of the Company now owned, or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired during the existence of this trust. PARAGRAPH FOUR The Electric Transmission Lines of the Company, including the structures, towers, poles, wires, cables, switch racks, conductors, transformers, pole type substations, insulators and all appliances, devices and equipment used or useful in connection with said transmission lines and systems, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, under or upon any public streets or highways or other lands, public or private. PARAGRAPH FIVE The Electric Submarine Cables of the Company, including the wires, cables, switch racks, conductors, conduits, transformers, substations, insulators and all appliances, devices and equipment used or useful in connection with said submarine cables, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof. And also all extensions, replacements, branches, taps, developments and improvements of said submarine cables, or any of them, and all other submarine cables owned by the Company wherever situated, whether now owned or hereafter acquired and/or constructed, as well as all of the Company's rights-of-way, easements, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, subject, however, to the provisions of Section 87 of the Mortgage. PARAGRAPH SIX The Electric Distribution Lines and Systems of the Company, including the structures, towers, poles, wires, insulators and appurtenances, appliances, conductors, conduits, cables, transformers, meters, regulator stations and regulators, accessories, devices and equipment and all of the Company's other property, real, personal or mixed, forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distribution lines and systems, together with all of the Company's rights-of-way, easements, permits, prescriptions, privileges, municipal or other franchises, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, under, or upon any public streets or highways, public or private lands, including all additions, improvements or replacements to all of the distribution systems located in the municipalities and parishes set forth in the Mortgage and in the First through Fifty-fifth Supplemental Indentures. And also all branches, extensions, improvements and developments of or appertaining to or connected with said distribution lines, systems or any of them, and all other distribution systems of the Company and parts and portions thereof, wherever situated, whether connected or not connected with any of the foregoing systems and whether now owned or hereafter acquired, as well as all of the Company's rights-of-way, easements, privileges, prescriptions, permits, municipal or other franchises, consents and rights for or relating to the construction, maintenance or operation thereof or any part or portion thereof, through, over, under or upon any public streets or highways or public or private lands, whether now owned or hereafter acquired, subject, however, to the provisions of Section 87 of the Mortgage. PARAGRAPH SEVEN The certain franchises, privileges, permits, grants and consents for the construction, operation and maintenance of electric systems in, on and under streets, alleys, highways, roads, and public grounds, areas and rights-of-way, and/or for the supply and sale of electricity, and all rights incident thereto, which were granted by the governing bodies of the respective municipalities, parishes and public authorities in the State of Louisiana. Also all other franchises, privileges, permits, grants and consents owned or hereafter acquired by the Company for the construction, operation and maintenance of electric systems in, on or under streets, alleys, highways, roads, and public grounds, areas and rights-of-way and/or for the supply and sale of electricity and all rights incident thereto, subject, however, to the provisions of Section 87 of the Mortgage. All other property, real, personal and mixed, acquired by the Company after the date of the execution and delivery of the Mortgage, in addition to property covered by the First through Fifty-fifth Supplemental Indentures (except any herein or in the Mortgage or in said Supplemental Indentures expressly excepted), now owned or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in this Fifty-sixth Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights-of-way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all municipal and other franchises, consents, or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose, including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supplemented, expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described. TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in any wise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof. IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), shall be and are as fully granted and conveyed hereby and as fully embraced within the lien hereof and the lien of the Mortgage, as if such property, rights and franchises were now owned by the Company and were specifically described herein and conveyed hereby. PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of this Fifty-sixth Supplemental Indenture and from the lien and operation of the Mortgage, namely: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business and fuel, oil and similar materials and supplies consumable in the operation of any properties of the Company; rolling stock, buses, motor coaches, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) the Company's franchise to be a corporation; and (7) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that either or both of the Trustees or their successor or successors in said trust or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof. TO HAVE AND TO HOLD ALL such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto Stephen J. Giurlando and (to the extent of its legal capacity to hold the same for the purposes hereof) to The Bank of New York, as Trustees, respectively, and their successors and assigns forever. IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as supplemented, this Fifty-sixth Supplemental Indenture being supplemental thereto. AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors as Trustees of said property in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustees by the Mortgage as a part of the property therein stated to be conveyed. The Company further covenants and agrees to and with the Trustees and their successor or successors in said trust under the Mortgage as follows: ARTICLE I SIXTY-SECOND SERIES BONDS SECTION 1. There shall be a series of bonds designated "7.60% Series due April 1, 2032" (herein sometimes called the "Sixty- second Series"), each of which shall also bear the descriptive title "First Mortgage Bond", and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Sixty- second Series (which shall be initially issued in the aggregate principal amount of $150,000,000) shall be dated as in Section 10 of the Mortgage provided, shall mature on April 1, 2032, shall be issued as fully registered bonds in any integral multiple or multiples of Twenty-five Dollars, and shall bear interest at the rate of 7.60% per annum, from March 27, 2002, if the date of said bonds is on or prior to July 1, 2002, or if the date of said bonds is after July 1, 2002, from the January 1, April 1, July 1 or October 1 next preceding the date of said bonds, payable on July 1, 2002 for the period from March 27, 2002 to July 1, 2002 and thereafter quarterly on January 1, April 1, July 1 or October 1 of each year (each an "Interest Payment Date"), the principal of and interest on each said bond to be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on the bonds of the Sixty-second Series will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date, redemption date or maturity of any bond of the Sixty-second Series shall not be a Business Day, then payment of interest or principal and premium, if any, need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or maturity, as the case may be, to such Business Day. "Business Day" means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the Corporate Trustee is closed for business. So long as all of the bonds of the Sixty-second Series are held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest on the bonds of the Sixty-second Series shall be the Business Day immediately preceding the corresponding Interest Payment Date; provided, however, that the record date for the payment of interest which is paid after such Interest Payment Date, shall be the Business Day immediately preceding the date on which such interest is paid. Interest on the bonds of the Sixty-second Series shall be paid to the Person in whose name such bonds of the Sixty- second Series are registered at the close of business on the record date for the corresponding Interest Payment Date. The Company reserves the right to establish, at any time, by Resolution of the Board of Directors of the Company, a form of coupon bond, and of appurtenant coupons, for the Sixty-second Series and to provide for exchangeability of such coupon bonds with the bonds of said Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose. (I) Except as provided in paragraph (II) below, bonds of the Sixty-second Series shall not be redeemable at the option of the Company or otherwise prior to April 1, 2007. On or after April 1, 2007, bonds of the Sixty-second Series shall be redeemable at the option of the Company, in whole at any time, or in part from time to time, prior to maturity, upon notice, as provided in Section 52 of the Mortgage, mailed not less than 30 days nor more than 60 days prior to the date fixed for redemption, at a redemption price equal to 100% of the principal amount of the bonds of the Sixty- second Series to be redeemed plus accrued interest thereon to the redemption date. (II) Bonds of the Sixty-second Series shall also be redeemable, in whole at any time, or in part from time to time, prior to maturity, upon like notice, by the application (either at the option of the Company or pursuant to the requirements of the Mortgage) of cash delivered to or deposited with the Corporate Trustee pursuant to the provisions of Section 37 of the Mortgage or cash deposited with the Corporate Trustee pursuant to the provisions of Section 64 of the Mortgage, in each case, at the special redemption price of 100% of the principal amount of the bonds of the Sixty-second Series to be redeemed together with accrued interest thereon to the date fixed for redemption, provided, however, that bonds of the Sixty-second Series shall only be redeemable pursuant to the provisions of Section 64 with cash deposited with the Corporate Trustee resulting from Mortgaged and Pledged Property being taken by the exercise of the power of eminent domain and/or the exercise by any governmental body or agency of any right which it may have to purchase or designate a purchaser of any part of such property and/or any of such property is sold by the Company to one or more Federal, State, County, Municipal or other governmental bodies or agencies or public or semi-public corporations, districts or authorities. (III) At the option of the registered owner, any bonds of the Sixty-second Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the Sixty-second Series of other authorized denominations. Bonds of the Sixty-second Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York. Upon any exchange or transfer of bonds of the Sixty-second Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series. ARTICLE II DIVIDEND COVENANT SECTION 2. The Company covenants that, so long as any of the bonds of the Sixty-second Series are Outstanding, it will not declare any dividends on its Common Stock (other than (a) a dividend payable solely in shares of its Common Stock, or (b) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its Common Stock) or make any distribution on outstanding shares of its Common Stock or purchase or otherwise acquire for value any outstanding shares of its Common Stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its Common Stock) if, after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to February 28, 2002 (other than any dividend declared by the Company on or before February 28, 2002 for payment on or before April 1, 2002 exceeds (without giving effect to (i) any of such dividends, distributions, purchases or acquisitions, or (ii) any net transfers from earned surplus to stated capital accounts) the sum of (a) the aggregate amount credited subsequent to February 28, 2002, to earned surplus, (b) $345,000,000 and (c) such additional amounts as shall be authorized or approved, upon application by the Company, by the Securities and Exchange Commission, or by any successor commission thereto, under the Public Utility Holding Company Act of 1935. For the purposes of this Section 2, the aggregate amount credited subsequent to February 28, 2002, to earned surplus shall be determined in accordance with generally accepted accounting principles and practices after making provision for dividends upon any preferred stock of the Company accumulated subsequent to such date, but in such determination there shall not be considered charges to earned surplus applicable to the period prior to March 1, 2002 including, but not limited to, charges to earned surplus for write-offs or write-downs of book values of assets owned by the Company on February 28, 2002. ARTICLE III MISCELLANEOUS PROVISIONS SECTION 3. The holders of the bonds of the Sixty-second Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the bonds of the Sixty-second Series entitled to consent to any amendment or supplement to the Mortgage or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. SECTION 4. Subject to any amendments provided for in this Fifty-sixth Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Fifty-sixth Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented. SECTION 5. So long as any bonds of the Sixty-second Series shall remain Outstanding, in each Net Earning Certificate made pursuant to Section 7 of the Mortgage there shall be included in operating expenses for the twelve (12) months period with respect to which such certificate is made an amount, if any (not otherwise included), equal to the provisions for amortization of any amounts included in utility plant acquisition adjustment accounts for such period. SECTION 6. So long as any bonds of the Sixty-second Series shall remain Outstanding, subdivision (2) of Section 7 of the Mortgage is hereby amended by adding thereto the following words "provided, further, that the amount so included in such operating expenses in lieu of the amounts actually appropriated out of income for retirement of the Mortgaged and Pledged Property used primarily and principally in the electric, gas, steam and/or hot water utility business and the Company's automotive equipment used in the operation of such property shall not be less than the amounts so actually appropriated out of income". SECTION 7. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage, as heretofore amended, set forth and upon the following terms and conditions: The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifty-sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Fifty-sixth Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Fifty-sixth Supplemental Indenture. SECTION 8. Whenever in this Fifty-sixth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all covenants and agreements in this Fifty-sixth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or either of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not. SECTION 9. Nothing in this Fifty-sixth Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Fifty-sixth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Fifty-sixth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and coupons Outstanding under the Mortgage. SECTION 10. It is the intention and it is hereby agreed that, so far as concerns that portion of the Mortgaged and Pledged Property situated within the State of Louisiana, the general language of conveyance contained in this Fifty-sixth Supplemental Indenture is intended and shall be construed as words of hypothecation and not of conveyance, and that, so far as the said Louisiana property is concerned, this Fifty-sixth Supplemental Indenture shall be considered as an act of mortgage and pledge under the laws of the State of Louisiana, and the Trustees herein named are named as mortgagee and pledgee in trust for the benefit of themselves and of all present and future holders of bonds and coupons issued and to be issued under the Mortgage, and are irrevocably appointed special agents and representatives of the holders of the bonds and coupons issued and to be issued under the Mortgage and vested with full power in their behalf to effect and enforce the mortgage and pledge hereby constituted for their benefit, or otherwise to act as herein provided for. SECTION 11. This Fifty-sixth Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, ENTERGY LOUISIANA, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries, for and in its behalf, THE BANK OF NEW YORK, in token of its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be attested by one of its Vice Presidents, Assistant Vice Presidents or Assistant Treasurers and STEPHEN J. GIURLANDO, in token of his acceptance of the trust hereby created, has hereunto set his hand and affixed his seal, all as of the day and year first above written. ENTERGY LOUISIANA, INC. Steven C. McNeal Steven C. McNeal Vice President and Treasurer Attest: Christopher T. Screen Assistant Secretary Executed, sealed and delivered by ENTERGY LOUISIANA, INC. in the presence of: Darlene A. Pericone Cheryl W. Laylle THE BANK OF NEW YORK As Successor Corporate Trustee By: Robert A. Massimillo Robert A. Massimillo Vice President Attest: Paul Schmalzel Executed sealed and delivered by THE BANK OF NEW YORK in the presence of: Regina F. Johnson Joseph A. Lloret By: Stephen J. Giurlando Stephen J. Giurlando As Successor Co-Trustee Executed sealed and delivered by Stephen J. Giurlando in the presence of: Darlene A. Pericone Cheryl W. Laylle STATE OF LOUISIANA } ss.: PARISH OF ORLEANS On this 22nd day of March, 2002, before me appeared STEVEN C. MCNEAL, to me personally known, who, being by me duly sworn, did say that he is Vice President and Treasurer of ENTERGY LOUISIANA, INC., and that the seal affixed to the above instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said STEVEN C. MCNEAL, acknowledged said instrument to be the free act and deed of said corporation. On the 22nd day of March, in the year 2002, before me personally came STEVEN C. MCNEAL, to me known, who, being by me duly sworn, did depose and say that he resides at 7903 Winner's Circle, Mandeville, Louisiana 70448; that he is Vice President and Treasurer of ENTERGY LOUISIANA, INC., one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal, that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. Sylvia R. Bonin Sylvia R. Bonin Notary Public Parish of Orleans, State of Louisiana My Commission is Issued for Life STATE OF NEW YORK } ss.: COUNTY OF NEW YORK On this 26th day of March, 2002, before me appeared ROBERT MASSIMILLO to me personally known, who, being by me duly sworn, did say that he is a Vice President of THE BANK OF NEW YORK, and that the seal affixed to the above instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Robert Massimillo acknowledged said instrument to be the free act and deed of said corporation. On the 26th day of March in the year 2002, before me personally came ROBERT MASSIMILLO, to me known, who, being by me duly sworn, did depose and say that he resides at 87 Brandis Avenue, Staten Island, NY 10312; that he is a Vice President of THE BANK OF NEW YORK, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal, that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. William J. Cassels Notary Public, State of New York No. 01CA5027729 Qualified in Bronx County Commission Expires May 16, 2002 STATE OF LOUISIANA } ss.: PARISH OF ORLEANS On this 22nd day of March, 2002, before me appeared STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. On the 22nd day of March, 2002, before me personally came STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same. Sylvia R. Bonin Sylvia R. Bonin Notary Public Parish of Orleans, State of Louisiana My Commission is Issued for Life EX-4 4 a095024e.txt Exhibit 4(e) (See legend at the end of this bond for restrictions on transferability and change of form) (TEMPORARY REGISTERED BOND) ENTERGY LOUISIANA, INC. First Mortgage Bond, 7.60% Series due April 1, 2032 CUSIP 29364M811 TR-1 $150,000,000 ENTERGY LOUISIANA, INC., a corporation of the State of Louisiana (hereinafter called the "Company"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, on April 1, 2032, at the office or agency of the Company in the Borough of Manhattan, The City of New York, ONE HUNDRED FIFTY MILLION DOLLARS in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from March 27, 2002, if the date of this bond is on or prior to July 1, 2002, or if the date of this bond is after July 1, 2002, from the January 1, April 1, July 1 or October 1 next preceding the date of this bond, at the rate of 7.60% per annum in like coin or currency at said office or agency on July 1, 2002 for the period from March 27, 2002 to July 1, 2002, and thereafter on January 1, April 1, July 1 and October 1 in each year, until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the rate of 6% per annum. So long as this bond is held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest hereon shall be the Business Day (as defined in the Fifty-sixth Supplemental Indenture referred to below) immediately preceding the date on which interest is due; provided, however, that the record date for the payment of interest which is paid after the date on which such interest is due, shall be the Business Day immediately preceding the date on which such interest is paid. Interest hereon shall be paid to the Person in whose name this bond is registered at the close of business on the record date for the payment of such interest. This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, 7.60% Series due April 1, 2032, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by the Company's Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Fifty-sixth Supplemental Indenture dated as of March 1, 2002, called the "Mortgage"), dated as of April 1, 1944, executed by the Company to The Bank of New York (successor to Harris Trust Company of New York) and Stephen J. Giurlando (successor to Mark F. McLaughlin), as Trustees. Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage. The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided. In the manner prescribed in the Mortgage, this bond is transferable by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer whenever required by the Company duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary. In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof, for cancellation, at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations. In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery. As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption. The bonds of this series are subject to redemption as provided in the Fifty-sixth Supplemental Indenture referred to above. No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage. This bond shall not become obligatory until The Bank of New York, the Corporate Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon. IN WITNESS WHEREOF, ENTERGY LOUISIANA, INC. has caused this bond to be signed in its corporate name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his signature or a facsimile thereof. DATED: March 27, 2002 ENTERGY LOUISIANA, INC. By /s/ Steven C. McNeal Steven C. McNeal Vice President and Treasurer Attest: John M. Adams, Jr. John M. Adams, Jr. Assistant Secretary CORPORATE TRUSTEE'S AUTHENTICATION CERTIFICATE This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage. THE BANK OF NEW YORK as Corporate Trustee By Robert A. Massimillo Authorized Signatory LEGEND Unless and until this bond is exchanged in whole or in part for certificated bonds registered in the names of the various beneficial holders hereof as then certified to the Corporate Trustee by The Depository Trust Company or its successor (the "Depositary"), this bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. This bond may be exchanged for certificated bonds registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days, or (b) the Company in its sole discretion elects to issue certificated bonds to beneficial owners (as certified to the Company by the Depositary). -----END PRIVACY-ENHANCED MESSAGE-----