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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. This is to certify, pursuant to Rule 24 under the Public Utility Holding Company Act of 1935, as amended, that the transactions described below, which were proposed by Entergy Louisiana, Inc. ("Company") in its Application-Declaration, as amended, in the above file, have been carried out in accordance with the terms and conditions of and for the purposes represented by said Application-Declaration, as amended, and pursuant to the orders of the Securities and Exchange Commission with respect thereto dated December 29, 2003 and January 8, 2004. On March 24, 2004, the Company issued and sold, by negotiated public offering, to BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Lyonnais Securities (USA) Inc. and Scotia Capital (USA) Inc., as underwriters, $100,000,000 in aggregate principal amount of the Company's First Mortgage Bonds, 5.50% Series due April 1, 2019 ("Bonds"), issued pursuant to the Fifty-seventh Supplemental Indenture to the Company's Mortgage and Deed of Trust, as supplemented. Attached hereto and incorporated by reference are: IN WITNESS WHEREOF, Entergy Louisiana, Inc. has caused this certificate to
be executed this 30th day of March 2004. ENTERGY LOUISIANA, INC. By: _____/s/ Frank Williford Exhibit A-3(a) ENTERGY LOUISIANA, INC. FIFTY-SEVENTH SUPPLEMENTAL INDENTURE Indenture, dated as of March 1, 2004, 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 (herei
nafter 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-seventh 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-seventh 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 Fifty-sixth Supplemental Indenture March 1, 2002 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 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 None 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 None 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 None 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 None 7.60% Series due April 1, 2032 150,000,000 150,000,000 which bonds are also hereinafter sometimes called bonds of the First through Sixty-second 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 tim
e 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-seventh Supplemental Indenture, and the terms of the bonds of the Sixty-third 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-sixth 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-sixth 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-seventh 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 supp
lying 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 pe
rmits; 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-seventh 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 a
nd 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-seventh 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:
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In the Matter of
ENTERGY LOUISIANA, INC.
File No. 70-10086
(Public Utility Holding Company Act of 1935)
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CERTIFICATE PURSUANT TO
RULE 24
Exhibit A-3(a) -
Execution form of Fifty-seventh Supplemental Indenture relating to the Bonds.
Exhibit B(a) -
Execution form of Underwriting Agreement relating to the Bonds.
Exhibit C-1 -
Copy of the Prospectus being used in connection with the sale of the Bonds (previously filed in Registration No. 333-93683 and incorporated herein by reference).
Exhibit F-1(a) -
Post-effective opinion of Mark G. Otts, Senior Counsel - Corporate and Securities of Entergy Services, Inc., counsel for the Company.
Exhibit F-2(a) -
Post-effective opinion of Thelen Reid & Priest LLP, counsel for the Company.
Frank Williford
Assistant Treasurer
TO
THE BANK OF NEW YORK
(successor to Harris Trust Company of New)
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-seventh Supplemental Indenture
Providing among other things for
First Mortgage Bonds, 5.50% Series due April 1, 2019
(Sixty-third Series)
Dated as of March 1, 2004
Amount
Amount
Outstanding
SIXTY-THIRD SERIES BONDS
Interest on the bonds of the Sixty-third 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-third 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 executi ve 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-third 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-third 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-third Series shall be paid to the Person in whose name such bonds of the Sixty-third 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-third 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) The bonds of the Sixty-third Series shall be redeemable at the option of the Company, in whole or in part, 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, (a) at any time prior to April 1, 2009, at a redemption price equal to the greater of (i) 100% of the principal amount of such bonds of the Sixty-third Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of (x) the present value of the payment on April 1, 2009 of the principal amount of such bonds of the Sixty-third Series to be redeemed plus (y) the sum of the present values of the remaining scheduled payments of interest on such bonds of the Sixty-third Series to be redeemed to April 1, 2009 (excluding the portion of any such interest accrued to the redemption date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 0.25%, and (ii) at any time on or after April 1, 2009, prior to maturity of the bonds of the Sixty-third Series, at a redemption price equal to 100% of the principal amount of such bonds of the Sixty-third Series to be redeemed, plus, in each case, accrued and unpaid interest thereon to the redemption date.
As used herein, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:
The term "Adjusted Treasury Rate" shall mean, with respect to any redemption date:
(1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after April 1, 2009, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or
(2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.
The term "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to April 1, 2009 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to April 1, 2009.
The term "Comparable Treasury Price" shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.
The term "Independent Investment Banker" shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.
The term "Reference Treasury Dealer" shall mean (i) BNP Paribas Securities Corp., Citigroup Global Markets Inc., and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.
The term "Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date.
(II) At the option of the registered owner, any bonds of the Sixty-third 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-third Series of other authorized denominations.
Bonds of the Sixty-third 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-third 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.
DIVIDEND COVENANT
For the purposes of this Section 1, the aggregate amount credited subsequent to February 29, 2004, 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, 2004 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 29, 2004.
MISCELLANEOUS PROVISIONS
The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifty-seventh 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-seventh 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-seventh Supplemental Indenture.
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
Vice President and Treasurer
Attest:
_________________________________
Assistant Secretary
Executed, sealed and delivered by
ENTERGY LOUISIANA, INC.
in the presence of:
_________________________________
_________________________________
THE BANK OF NEW YORK
As Successor Corporate Trustee
By: _______________________________
Robert Massimillo
Vice President
Attest:
_________________________________
Executed sealed and delivered by
THE BANK OF NEW YORK
in the presence of:
By: ______________________________
Stephen J. Giurlando
As Successor Co-Trustee
Executed sealed and delivered by
Stephen J. Giurlando
in the presence of:
STATE OF LOUISIANA
} ss.:
PARISH OF ORLEANS
On this 19th day of March, 2004, 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 19th day of March, 2004, 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.
Lloyd L. Drury, III
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 _____ day of March, 2004, 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 _____ day of March, 2004, 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.
Notary Public, State of New York
No. __________________
Qualified in ________ County
Commission Expires ______________
STATE OF NEW YORK
COUNTY of NEW YORK
On this day of March, 2004, before me appeared STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.
On the day of March, 2004, before me personally came STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same.
Notary Public
County of , State of
My Commission is Issued for Life
Exhibit B(a)
EXECUTION COPY
ENTERGY LOUISIANA, INC.
$100,000,000
First Mortgage Bonds
5.50% Series due April 1, 2019
UNDERWRITING AGREEMENT
March 17, 2004
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
Credit Lyonnais Securities (USA) Inc.
Scotia Capital (USA) Inc.
c/o | BNP Paribas Securities Corp. 787 Seventh Avenue New York, New York 10019 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 |
Ladies and Gentlemen:
The undersigned, Entergy Louisiana, Inc., a Louisiana corporation (the "Company"), proposes to issue and sell severally to the underwriters set forth in Schedule I attached hereto (the "Underwriters," which term, when the context permits, shall also include any underwriters substituted as hereinafter in Section 11 provided), for whom BNP Paribas Securities Corp. and Citigroup Global Markets Inc. are acting as representatives, an aggregate of $100,000,000 principal amount of the Company's First Mortgage Bonds, 5.50% Series due April 1, 2019 (the "Bonds"), as follows:
On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company shall issue and sell to each of the Underwriters, and each Underwriter shall purchase from the Company, at the time and place herein specified, severally and not jointly, the Bonds at 99.228% of the principal amount thereof, in the principal amount set forth opposite the name of such Underwriter in Schedule I attached hereto.
The Bonds shall be issued under and pursuant to the Company's Mortgage and Deed of Trust, dated as of April 1, 1944, with The Bank of New York (successor to Harris Trust Company of New York), as Corporate Trustee, and Stephen J. Giurlando (successor to Mark F. McLaughlin), as Co-Trustee (the "Co-Trustee" and, together with the Corporate Trustee, the "Trustees"), as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, and as it will be further amended and supplemented by the Fifty-seventh Supplemental Indenture, dated as of March 1, 2004 (the "Supplemental Indenture"). Said Mortgage and Deed of Trust as so amended and supplemented is hereinafter referred to as the "Mortgage." The Bonds and the Supplemental Indenture shall have the terms and provisions described in the Prospectus (as defined herein), provided that subsequent to the date hereof and prior to the Closing Date (as defined herein) the form o f the Supplemental Indenture may be amended by mutual agreement between the Company and the Underwriters.
The Company represents and warrants to the several Underwriters, and covenants and agrees with the several Underwriters, that:
The Company is advised by the Underwriters that they propose to make a public offering of their respective portions of the Bonds as soon after the effectiveness of this Underwriting Agreement as in their judgment is advisable. The Company is further advised by the Underwriters that the Bonds will be offered to the public at the initial public offering price specified in the Prospectus Supplement plus accrued interest thereon, if any, from the Closing Date.
Delivery of the Bonds and payment of the purchase price therefor by wire transfer of immediately available funds shall be made at the offices of Thelen Reid & Priest LLP, 875 Third Avenue, New York, New York, at 10:00 A.M., New York time, on March 24, 2004, or at such other time on the same or such other day as shall be agreed upon by the Company and BNP Paribas Securities Corp. and Citigroup Global Markets Inc., as representatives of the Underwriters, or as may be established in accordance with Section 11 hereof. The hour and date of such delivery and payment are herein called the "Closing Date."
The Bonds shall be delivered to the Underwriters in book-entry only form through the facilities of The Depository Trust Company in New York, New York. The certificate for the Bonds shall be in the form of one typewritten global bond in fully registered form, in the aggregate principal amount of the Bonds, and registered in the name of Cede & Co., as nominee of The Depository Trust Company. The Company agrees to make the Bonds available to the Underwriters for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date at such place as may be agreed upon between the Underwriters and the Company, or at such other time and/or date as may be agreed upon between the Underwriters and the Company.
The Company covenants and agrees with the several Underwriters that:
The obligations of the Underwriters to purchase and pay for the Bonds shall be subject to the accuracy on the date hereof and on the Closing Date of the representations and warranties made herein on the part of the Company and of any certificates furnished by the Company on the Closing Date and to the following conditions:
If any of the conditions specified in this Section 7 shall not have been fulfilled, this Underwriting Agreement may be terminated by BNP Paribas Securities Corp. or Citigroup Global Markets Inc. as representatives of the Underwriters upon notice thereof to the Company. Any such termination shall be without liability of any party to any other party, except as otherwise provided in paragraph (g) of Section 6 and in Section 10 hereof.
The obligations of the Company hereunder shall be subject to the following conditions:
In case any of the conditions specified in this Section 8 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Company upon notice thereof to BNP Paribas Securities Corp. and Citigroup Global Markets Inc., as representatives of the Underwriters. Any such termination shall be without liability of any party to any other party, except as otherwise provided in paragraph (g) of Section 6 and in Section 10 hereof.
The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Bonds underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise be
en required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 9(d) are several in proportion to their respective underwriting obligations and not joint.
Any other provision of this Underwriting Agreement to the contrary notwithstanding, (a) the indemnity and contribution agreements contained in Section 9 of, and the representations and warranties and other agreements of the Company contained in, this Underwriting Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or by or on behalf of the Company or its directors or officers, or any of the other persons referred to in Section 9 hereof and (ii) acceptance of and payment for the Bonds, and (b) the indemnity and contribution agreements contained in Section 9 shall remain operative and in full force and effect regardless of any termination of this Underwriting Agreement.
If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Bonds that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Bonds that such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Bonds, the other Underwriters shall be obligated to purchase the Bonds that such defaulting Underwriter agreed but failed or refused to purchase; provided that in no event shall the principal amount of Bonds that such Underwriter has agreed to purchase pursuant to Schedule I hereof be increased pursuant to this Section 11 by an amount in excess of one-ninth of such principal amount of Bonds without written consent of such Underwriter. If such Underwriter shall fail or refuse to purchase Bonds and the aggreg ate principal amount of Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchas e, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement will, unless otherwise agreed by the Company and the non-defaulting Un derwriters, terminate without liability on the part of any non-defaulting party except as otherwise provided in paragraph (g) of Section 6 and in Section 10 hereof. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of its default under this Underwriting Agreement.
This Underwriting Agreement shall be subject to termination by written notice from BNP Paribas Securities Corp. and Citigroup Global Markets Inc., as representatives of the Underwriters, to the Company, if (a) after the execution and delivery of this Underwriting Agreement and prior to the Closing Date (i) trading generally shall have been suspended on the New York Stock Exchange by The New York Stock Exchange, Inc., the Commission or other governmental authority, (ii) minimum or maximum ranges for prices shall have been generally established on the New York Stock Exchange by The New York Stock Exchange, Inc., the Commission or other governmental authority, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearing services in the United States shall have occurred, (iv) there shall have occurred any material outbreak o r escalation of hostilities or any calamity or crisis that, in the judgment of BNP Paribas Securities Corp. and Citigroup Global Markets Inc., as representatives of the Underwriters, is material and adverse, or (v) any material adverse change in financial, political or economic conditions in the United States or elsewhere shall have occurred and (b) in the case of any of the events specified in clauses (a)(i) through (v), such event singly or together with any other such event makes it, in the reasonable judgment of BNP Paribas Securities Corp. and Citigroup Global Markets Inc., as representatives of the Underwriters, impracticable to market the Bonds. This Underwriting Agreement shall also be subject to termination, upon notice by BNP Paribas Securities Corp. and Citigroup Global Markets Inc., as representatives of the Underwriters, as provided above, if, in the judgment of BNP Paribas Securities Corp. and Citigroup Global Markets Inc., as representatives of the Underwriters, the subject matter of any amend ment or supplement (prepared by the Company) to the Prospectus (except for information relating solely to the manner of public offering of the Bonds or to the activity of the Underwriters or to the terms of any securities of the Company other than the Bonds) filed or issued after the effectiveness of this Underwriting Agreement by the Company shall have materially impaired the marketability of the Bonds. Any termination hereof, pursuant to this Section 12, shall be without liability of any party to any other party, except as otherwise provided in paragraph (g) of Section 6 and in Section 10 hereof.
THE RIGHTS AND DUTIES OF THE PARTIES TO THIS UNDERWRITING AGREEMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF THE CONFLICT OF LAWS THAT MIGHT CALL FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. This Underwriting Agreement shall become effective when a fully executed copy thereof is delivered to BNP Paribas Securities Corp. and Citigroup Global Markets Inc., as representatives of the Underwriters, by the Company. This Underwriting Agreement may be executed in any number of separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, taken together, shall constitute but one and the same agreement. This Underwriting Agreement shall inure to the benefit of each of the Company, the Underwriters and, with respect to the provisions of Section 9 hereof, each director, officer and other persons referred to in Sectio n 9, and their respective successors. Should any part of this Underwriting Agreement for any reason be declared invalid, such declaration shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Underwriting Agreement had been executed with the invalid portion thereof eliminated. Nothing herein is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of any provision in this Underwriting Agreement. The term "successor" as used in this Underwriting Agreement shall not include any purchaser, as such, of any Bonds from the Underwriters.
All communications hereunder shall be in writing and, if to the Underwriters, shall be mailed or delivered to BNP Paribas Securities Corp. and Citigroup Global Markets Inc., as representatives of the Underwriters, at the addresses set forth at the beginning of this Underwriting Agreement to the attention of Fixed Income Syndicate (fax: (212) 841-3930) in the case of BNP Paribas Securities Corp., and to the attention of Office of General Counsel (fax: (212) 816-7912) in the case of Citigroup Global Markets Inc., or, if to the Company, shall be mailed or delivered to it at 639 Loyola Avenue, New Orleans, Louisiana 70113, Attention: Treasurer, or, if to Entergy Services, Inc., shall be mailed or delivered to it at 639 Loyola Avenue, New Orleans, Louisiana 70113, Attention: Treasurer.
Very truly yours,
Entergy Louisiana, Inc.
By: ____________________________
Name:
Title:
Accepted as of the date first above written:
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
Credit Lyonnais Securities (USA) Inc.
Scotia Capital (USA) Inc.
By: BNP Paribas Securities Corp.
By: ___________________________
Name:
Title:
By: Citigroup Global Markets Inc.
By: ___________________________
Name:
Title:
SCHEDULE I
Entergy Louisiana, Inc.
$100,000,000 First Mortgage Bonds
5.50% Series due April 1, 2019
Name of Underwriters |
Principal Amount of Bonds |
BNP Paribas Securities Corp. |
$43,000,000 |
Citigroup Global Markets Inc. |
43,000,000 |
Credit Lyonnais Securities (USA) Inc. |
7,000,000 |
Scotia Capital (USA) Inc. |
7,000,000 |
TOTAL |
$100,000,000 |
EXHIBIT A
[Letterhead of Entergy Services, Inc.]
March 24, 2004
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
Credit Lyonnais Securities (USA) Inc.
Scotia Capital (USA) Inc.
c/o BNP Paribas Securities Corp.
787 Seventh Avenue
New York, New York 10019
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
I, together with Thelen Reid & Priest LLP, of New York, New York, have acted as counsel for Entergy Louisiana, Inc., a Louisiana corporation (the "Company"), in connection with the issuance and sale to you pursuant to the Underwriting Agreement, effective March 17, 2004 (the "Underwriting Agreement"), between the Company and you, of $100,000,000 aggregate principal amount of its First Mortgage Bonds, 5.50% Series due April 1, 2019 (the "Bonds"), issued pursuant to the Company's Mortgage and Deed of Trust, dated as of April 1, 1944, with The Bank of New York (successor to Harris Trust Company of New York), as Corporate Trustee (the "Corporate Trustee"), and Stephen J. Giurlando (successor to Mark F. McLaughlin), as Co-Trustee, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, and as it will be further amended and supplemented by the Fifty-seventh Supplemental Indenture, dated as of March 1, 2004 (the "Supplemental Indenture") (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the "Mortgage"). This opinion is rendered to you at the request of the Company. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.
In my capacity as such counsel, I have either participated in the preparation of or have examined and am familiar with: (a) the Company's Amended and Restated Articles of Incorporation and the Company's By-laws, as amended; (b) the Underwriting Agreement; (c) the Mortgage; (d) the Registration Statement and the Prospectus; (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Company and the execution and delivery by the Company of the Supplemental Indenture and the Underwriting Agreement; and (f) the proceedings before and the orders entered by the Commission under the Holding Company Act relating to the issuance and sale of the Bonds by the Company. I have also examined or caused to be examined such other documents and have satisfied myself as to such other matters as I have deemed necessary in order to render this opinion. In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural pe rsons, the authenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies and the authenticity of the originals of such latter documents. I have not examined the Bonds, except a specimen thereof, and I have relied upon a certificate of the Corporate Trustee as to the authentication and delivery thereof.
In making my examination of documents and instruments executed or to be executed by persons other than the Company, I have assumed that each such other person had the requisite power and authority to enter into and perform fully its obligations thereunder, the due authorization by each such other person for the execution, delivery and performance thereof by such person, and the due execution and delivery by or on behalf of such person of each such document and instrument. In the case of any such other person that is not a natural person, I have also assumed, insofar as it is relevant to the opinions set forth below, that each such other person is duly organized, validly existing and in good standing under the laws of the jurisdiction in which such other person was created, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon the ability of such other person to execute, deliver and/or perform such other person's obligations under any such document or instrument. I have further assumed that each document, instrument, agreement, record and certificate reviewed by me for purposes of rendering the opinions expressed below has not been amended by oral agreement, conduct or course of dealing of the parties thereto, although I have no knowledge of any facts or circumstances that could give rise to such amendment.
As to questions of fact material to the opinions expressed herein, I have relied upon certificates and representations of officers of the Company (including but not limited to those contained in the Underwriting Agreement and the Mortgage and certificates delivered at the closing of the sale of the Bonds) and appropriate public officials without independent verification of such matters except as otherwise described herein.
Whenever my opinions herein with respect to the existence or absence of facts are stated to be to my knowledge or awareness, I intend to signify that no information has come to my attention or the attention of any other attorneys acting for or on behalf of the Company or any of its affiliates that have participated in the negotiation of the transactions contemplated by the Underwriting Agreement and the Mortgage, in the preparation of the Registration Statement and the Prospectus or in the preparation of this opinion letter that would give me, or them, actual knowledge that would contradict such opinions. However, except to the extent necessary in order to give the opinions hereinafter expressed, neither I nor they have undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to knowledge of the existence or absence of such facts (except to the extent necessary in order to give the opinions hereinafter expressed) should be assumed. P>
In rendering the opinion set forth in paragraph (2) below, I have relied upon reports and/or opinions by counsel who historically acted on behalf of the Company in real estate transactions and transactions involving the Mortgage and in whom I have confidence, title reports prepared in connection with the procurement of title insurance policies on certain property of the Company, and information from officers of the Company responsible for the acquisition of real property and maintenance of records with respect thereto, which I believe to be satisfactory in form and scope and which I have no reason to believe are inaccurate in any material respect. I have not, for purposes of rendering such opinion, conducted an independent examination or investigation of official title records (or abstracts thereof) with respect to property (i) acquired by the Company prior to the date of the most recent report and/or opinions of counsel, (ii) as to which title insurance has been obtained or (iii) the aggr egate purchase price of which was not material.
Subject to the foregoing and to the further exceptions and qualifications set forth below, I am of the opinion that:
In connection with the preparation by the Company of the Registration Statement and the Prospectus, I have had discussions with certain of the officers, employees, and representatives of the Company and Entergy Services, Inc., with other counsel for the Company, and with the independent certified public accountants of the Company who audited certain of the financial statements included or incorporated by reference in the Registration Statement. My examination of the Registration Statement and the Prospectus and the above-mentioned discussions did not disclose to me any information which gives me reason to believe that the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b) and at the date hereof, contained or contains any untrue sta tement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. I do not express any opinion or belief as to (i) the financial statements or other financial or statistical data included or incorporated by reference in the Registration Statement or the Prospectus, (ii) the Statements of Eligibility or (iii) the information contained in the Prospectus under the caption "Book-Entry Only Securities."
I have examined the portions of the information contained in the Registration Statement that are stated therein to have been made on my authority, and I believe such information to be correct. I have examined the opinions of even date herewith rendered to you by Thelen Reid & Priest LLP and Pillsbury Winthrop LLP and concur in the conclusions expressed therein insofar as they involve questions of Louisiana law.
With respect to the opinions set forth in paragraphs (4) and (5) above, I call the attention of the Underwriters to the fact that the provisions of the Atomic Energy Act of 1954, as amended, and regulations promulgated thereunder impose certain licensing and other requirements upon persons (such as the Trustees or other purchasers pursuant to the remedial provisions of the Mortgage) who seek to acquire, possess or use nuclear production facilities.
This opinion is limited to the laws of the States of Louisiana and New York and the United States of America. As to all matters of New York law, I have relied, with your approval, upon the opinion of even date herewith addressed to you of Thelen Reid & Priest LLP.
The opinion set forth above is solely for your benefit in connection with the Underwriting Agreement and the transactions contemplated thereunder and it may not be relied upon in any manner by any other person or for any other purpose, without my prior written consent, except that Thelen Reid & Priest LLP and Pillsbury Winthrop LLP may rely on this opinion as to all matters of Louisiana law in rendering their opinions required to be delivered under the Underwriting Agreement.
Very truly yours,
Mark G. Otts, Esq.
Senior Counsel -
Corporate and Securities
EXHIBIT B
[Letterhead of Thelen Reid & Priest LLP]
March 24, 2004
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
Credit Lyonnais Securities (USA) Inc.
Scotia Capital (USA) Inc.
c/o BNP Paribas Securities Corp.
787 Seventh Avenue
New York, New York 10019
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
We, together with Mark G. Otts, Esq., Senior Counsel - Corporate and Securities of Entergy Services, Inc., have acted as counsel for Entergy Louisiana, Inc., a Louisiana corporation (the "Company"), in connection with the issuance and sale to you pursuant to the Underwriting Agreement, effective March 17, 2004 (the "Underwriting Agreement"), between the Company and you, of $100,000,000 aggregate principal amount of its First Mortgage Bonds, 5.50% Series due April 1, 2019 (the "Bonds"), issued pursuant to the Company's Mortgage and Deed of Trust, dated as of April 1, 1944, with The Bank of New York (successor to Harris Trust Company of New York), as Corporate Trustee (the "Corporate Trustee"), and Stephen J. Giurlando (successor to Mark F. McLaughlin), as Co Trustee, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, and as it will be further amended and supplemented by the Fifty-seventh Supplemental Indenture, dated as of March 1, 2004 (the "Supplemental Indenture") (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the "Mortgage"). This opinion is being rendered to you at the request of the Company. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.
In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Amended and Restated Articles of Incorporation and the Company's By-Laws, as amended; (b) the Underwriting Agreement; (c) the Mortgage; (d) the Registration Statement and the Prospectus; (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Company and the execution and delivery by the Company of the Supplemental Indenture and the Underwriting Agreement; and (f) the proceedings before and the order or orders entered by the Commission under the Holding Company Act relating to the issuance and sale of the Bonds by the Company. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. As to such matters of fact material to this opinion, we have also relied upon represe ntations and certifications of the Company in such documents and in the Underwriting Agreement, and upon statements in the Registration Statement. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of the documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of the Corporate Trustee as to the authentication and delivery thereof.
Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:
In passing upon the forms of the Registration Statement and the Prospectus, we necessarily assume the correctness, completeness and fairness of the statements made by the Company and information included or incorporated by reference in the Registration Statement and the Prospectus and take no responsibility therefor, except insofar as such statements relate to us and as set forth in paragraph (3) above. In connection with the preparation by the Company of the Registration Statement and the Prospectus, we have had discussions with certain officers, employees and representatives of the Company and Entergy Services, Inc., with other counsel for the Company, and with the independent certified public accountants of the Company who audited certain of the financial statements included or incorporated by reference in the Registration Statement. Our examination of the Registration Statement and the Prospectus and our discussions did not disclose to us any information which gives us reason to believ e that the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b) and at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We do not express any opinion or belief as to (i) the financial statements or other financial or statistical data included or incorporated by reference in the Registration Statement or the Prospectus, (ii) the Statements of Eligibility or (iii) the information contained in the Prospectus under the caption "Book-Entry Only Securities."
With respect to the opinions set forth in paragraphs (1) and (2) above, we call your attention to the fact that the provisions of the Atomic Energy Act of 1954, as amended, and the regulations promulgated thereunder impose certain licensing and other requirements upon persons (such as the Trustees under the Mortgage or other purchasers pursuant to the remedial provisions of the Mortgage) who seek to acquire, possess or use nuclear production facilities.
This opinion is limited to the laws of the States of New York and Louisiana and the United States of America. As to all matters of Louisiana law, we have relied upon the opinion of even date herewith addressed to you by Mark G. Otts, Esq., Senior Counsel - Corporate and Securities of Entergy Services, Inc. We have not examined into and are not passing upon matters relating to incorporation of the Company, titles to property, franchises or the lien of the Mortgage.
The opinion set forth above is solely for your benefit in connection with the Underwriting Agreement and the transactions contemplated thereunder and it may not be relied upon in any manner by any other person or for any other purpose, without our prior written consent, except that Mark G. Otts, Esq., Senior Counsel - Corporate and Securities of Entergy Services, Inc., may rely on this opinion as to all matters of New York law in rendering his opinion required to be delivered under the Underwriting Agreement.
Very truly yours,
THELEN REID & PRIEST LLP
EXHIBIT C
[Letterhead of Pillsbury Winthrop LLP]
March 24, 2004
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
Credit Lyonnais Securities (USA) Inc.
Scotia Capital (USA) Inc.
c/o BNP Paribas Securities Corp.
787 Seventh Avenue
New York, New York 10019
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
We have acted as counsel for the several Underwriters of $100,000,000 aggregate principal amount of First Mortgage Bonds, 5.50% Series due April 1, 2019 (the "Bonds"), issued by Entergy Louisiana, Inc., a Louisiana corporation (the "Company"), under the Company's Mortgage and Deed of Trust, dated as of April 1, 1944, with The Bank of New York (successor to Harris Trust Company of New York), as Corporate Trustee (the "Corporate Trustee"), and Stephen J. Giurlando (successor to Mark F. McLaughlin), as Co-Trustee (the "Co-Trustee" and, together with the Corporate Trustee, the "Trustees"), as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, and as it will be further amended and supplemented by the Fifty-seventh Supplemental Indenture, dated as of March 1, 2004 (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the "Mortgage"), pursuant to th e Underwriting Agreement between the Underwriters and the Company effective March 17, 2004 (the "Underwriting Agreement"). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement.
We are members of the New York Bar and, for purposes of this opinion, do not hold ourselves out as experts on the laws of any jurisdiction other than the State of New York and the United States of America. We have, with your consent, relied upon an opinion of even date herewith addressed to you by Mark G. Otts, Esq., Senior Counsel - Corporate and Securities of Entergy Services, Inc., as to all matters of Louisiana law related to this opinion. We have reviewed said opinion and believe that it is satisfactory. We have also reviewed the opinion of Thelen Reid & Priest LLP required by Section 7(d) of the Underwriting Agreement, and we believe said opinion to be satisfactory.
We have reviewed, and have relied as to matters of fact material to this opinion upon, the documents delivered to you at the closing of the transactions contemplated by the Underwriting Agreement, and we have reviewed such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to enable us to render this opinion. As to such matters of fact material to this opinion, we have also relied upon representations and certifications of the Company in such documents and in the Underwriting Agreement, and upon statements in the Registration Statement and the Prospectus. In such review, we have assumed the genuineness of all signatures, the conformity to the originals of the documents submitted to us as certified or photostatic copies, the authenticity of the originals of such documents and all documents submitted to us as originals and the correctness of all statements of fact contained in all such original documents. We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of the Corporate Trustee as to the authentication and delivery thereof and as to the authorization, execution and delivery of the Supplemental Indenture. We have not examined, and are expressing no opinion or belief as to matters relating to, titles to property, franchises, the lien purported to be created by the Mortgage or the recordation or perfection of such lien.
Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:
In passing upon the form of the Registration Statement and the form of the Prospectus, we necessarily assume the correctness, completeness and fairness of the statements made by the Company and information included or incorporated by reference in the Registration Statement and the Prospectus and take no responsibility therefor, except insofar as such statements relate to us and as set forth in paragraph (3) above. In connection with the preparation by the Company of the Registration Statement and the Prospectus, we have had discussions with certain officers, employees and representatives of the Company and Entergy Services, Inc., with counsel for the Company, with your representatives and with the independent certified public accountants of the Company who audited certain of the financial statements included or incorporated by reference in the Registration Statement and the Prospectus. Our review of the Registration Statement and the Prospectus and the above-mentioned discussions did not disclose to us any information that gives us reason to believe that the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, at the time filed with the Commission pursuant to Rule 424(b) and at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We do not express any belief as to (i) the financial statements and other financial or statistical data included or incorporated by reference in the Registration Statement or the Prospectus or (ii) the Statements of Eligibility.
With respect to the opinions set forth in paragraphs (1) and (2) above, we call your attention to the fact that (i) the provisions of the Atomic Energy Act of 1954, as amended, and regulations promulgated thereunder impose certain licensing and other requirements upon persons (such as the Trustees under the Mortgage or other purchasers pursuant to the remedial provisions of the Mortgage) who seek to acquire, possess or use nuclear production facilities, and (ii) Section 42 of the Mortgage provides that the Company will promptly record and file the Supplemental Indenture in such manner and in such places, as may be required by law in order to fully preserve and protect the security of the bondholders and all rights of the Trustees.
This opinion is furnished only to you in connection with the transactions contemplated by the Underwriting Agreement and is solely for you benefit. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person for any purpose without our prior written consent (including by any person that acquires Bonds from you).
Very truly yours,
PILLSBURY WINTHROP LLP
EXHIBIT D
ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS
PURSUANT TO SECTION 7(f)(iv) OF THE UNDERWRITING AGREEMENT
FOR INCLUSION IN THE LETTER OF THE ACCOUNTANTS
REFERRED TO THEREIN
Caption |
Page |
Item |
Annual Report on Form 10-K for the year ended December 31, 2003 |
||
"SELECTED FINANCIAL DATA FIVE-YEAR COMPARISON" |
217 |
The amounts of electric operating revenues (by source) for the twelve month periods ended December 31, 2003, 2002 and 2001 |
Entergy Services, Inc.
639 Loyola Avenue (70113)
P.O. Box 61000
New Orleans, LA 70161
Tel: 504-576-5228
Fax: 504-576-4150
e-mail: motts@entergy.com
Mark G. Otts
Senior Counsel
Legal Services Department
Exhibit F-1(a)
March 30, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
In connection with (a) the Application-Declaration on Form U-1, as amended (File No. 70-10086) (the "Application-Declaration"), 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 ("PUHCA"), contemplating, among other things, the issuance and sale by the Company of one or more new series of First Mortgage Bonds of the Company, (b) the orders of the Commission dated December 29, 2003 and January 8, 2004 (collectively, the "Orders") with respect to the effectiveness of the Application-Declaration and the issuance and sale of such First Mortgage Bonds, and (c) the issuance and sale by the Company on March 24, 2004 of $100,000,000 in aggregate principal amount of its First Mortgage Bonds, 5.50% Series due April 1, 2019 (the "Bonds"), I am of the opinion that:
(1) the Company is a corporation duly organized and validly existing under the laws of the State of Louisiana;
(2) the issuance and sale of the Bonds have been consummated in accordance with the Application-Declaration and the Orders;
(3) all state laws that relate or are applicable to the issuance and sale of the Bonds (other than so-called "blue sky" or similar laws, with respect to which I express no opinion herein) have been complied with;
(4) the Bonds are valid and binding obligations of the Company enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or other similar laws affecting enforcement of mortgagees' and other creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law); and
(5) the consummation of the issuance and sale of the Bonds has not violated the legal rights of the holders of any securities issued by the Company or any associate company thereof.
This opinion is limited to the laws of the State of Louisiana and the United States of America.
I consent to the use of this opinion as an exhibit to the Certificate pursuant to Rule 24 under PUHCA to be filed by the Company with the Commission in connection with the issuance and sale of the Bonds.
Very truly yours,
/s/ Mark G. Otts
Mark G. Otts
Senior Counsel -
Corporate and Securities
Exhibit F-2(a)
March 30, 2004
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. 70-10086), filed by Entergy Louisiana, Inc. ("Company") with the Securities and Exchange Commission ("Commission") under the Public Utility Holding Company Act of 1935, as amended, contemplating, among other things, the issuance and sale by the Company of one or more new series of the Company's First Mortgage Bonds; (2) the Commission's orders dated December 29, 2003 and January 8, 2004 ("Orders") permitting the Application-Declaration, as amended, to become effective with respect to the issuance and sale of said First Mortgage Bonds; and (3) the issuance and sale by the Company on March 24, 2004 of $100,000,000 in aggregate principal amount of its First Mortgage Bonds, 5.50% Series due April 1, 2019 (the "Bonds"), we advise you that in our opinion:
(a) the Company is a corporation duly organized and validly existing under the laws of the State of Louisiana;
(b) the issuance and sale of the Bonds have been consummated in accordance with the Application-Declaration, as amended, and the Orders;
(c) all state laws that relate or are applicable to the issuance and sale of the Bonds (other than so-called "blue sky" or similar laws, upon which we do not express an opinion) have been complied with;
(d) the Bonds are valid and binding obligations of the Company in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (whether considered in a proceeding in equity or at law); and
(e) the consummation of the issuance and sale of the Bonds has not violated the legal rights of the holders of any securities issued by the Company or any associate company thereof.
This opinion is limited to the laws of the States of New York and Louisiana and the federal laws of the United States. In giving this opinion, we have relied, as to all matters governed by the laws of any other state, upon the opinion of Mark G. Otts, 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