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UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. --------------------------------------------------------------X This is to certify, pursuant to Rule 24 under the Public Utility Holding Company Act of 1935, as amended, that the transactions described below, which were proposed by Entergy Louisiana, Inc. (the "Company") in its Application-Declaration, as amended, in the above file, have been carried out in accordance with the terms and conditions of and for the purposes represented by said Application-Declaration, as amended, and pursuant to the orders of the Securities and Exchange Commission with respect thereto dated December 29, 2003 and January 8, 2004. On October 21, 2005, the Company issued and sold, by negotiated public offering, to Citigroup Global Markets Inc., Greenwich Capital Markets, Inc., BNY Capital Markets, Inc. and HVB Capital Markets, Inc., as underwriters, $150,000,000 in aggregate principal amount of the Company's First Mortgage Bonds, 5.83% Series due November 1, 2010 ("Bonds"), issued pursuant to the Sixty-second Supplemental Indenture to the Company's Mortgage and Deed of Trust, as supplemented. Attached hereto and incorporated by reference are: Exhibit A-3(f) - Conformed copy of Sixty-second Supplemental Indenture relating to the Bonds. Exhibit A-4(c) - Conformed copy of the Bonds. Exhibit B(f) - Conformed copy of Underwriting Agreement relating to the Bonds. Exhibit C-1(f) - Copy of the Prospectus being used in connection with the sale of the Bonds (previously filed in Registration No. 333-114174 and incorporated herein by reference). Exhibit F-1(f) - Post-effective opinion of Dawn A. Abuso, Senior Counsel - Corporate and Securities of Entergy Services, Inc., counsel for the Company. Exhibit F-2(f) - Post-effective opinion of Thelen Reid & Priest LLP, counsel for the Company. IN WITNESS WHEREOF, Entergy Louisiana, Inc. has caused this certificate to
be executed this 31st day of October, 2005. ENTERGY LOUISIANA, INC. By: /s/ Steven C. McNeal Exhibit A-3(f) ENTERGY LOUISIANA, INC. SIXTY-SECOND SUPPLEMENTAL INDENTURE Indenture, dated as of October 1, 2005, 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 (her
einafter 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 "Sixty-second 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 Sixty-second 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
:
In the Matter of : CERTIFICATE PURSUANT TO
: 9; RULE 24
ENTERGY LOUISIANA, INC. :
:
File No. 70-10086 :
:
(Public Utility Holding Company Act of 1935) :
- --------------------------------------------------------------X
Steven C. McNeal
Vice President and Treasurer
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
________________
Sixty-second Supplemental Indenture
Providing among other things for
First Mortgage Bonds, 5.83% Series due November 1, 2010
(Sixty-ninth Series)
Dated as of October 1, 2005
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 |
Fifty-seventh Supplemental Indenture |
March 1, 2004 |
Fifty-eighth Supplemental Indenture |
October 1, 2004 |
Fifty-ninth Supplemental Indenture |
October 15, 2004 |
Sixtieth Supplemental Indenture |
May 1, 2005 |
Sixty-first Supplemental Indenture |
August 1, 2005 |
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 |
None |
Environmental Series B due April 1, 2022 |
20,940,000 |
None |
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 |
None |
6% Series due March 1, 2000 |
100,000,000 |
None |
Environmental Series D due May 1, 2023 |
34,364,000 |
None |
Environmental Series E due December 1,2023 |
25,991,667 |
None |
Environmental Series F due July 1, 2024 |
21,335,000 |
None |
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 |
None |
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 |
5.50% Series due April 1, 2019 |
100,000,000 |
100,000,000 |
6.40% Series due October 1, 2034 |
70,000,000 |
70,000,000 |
5.09% Series due November 1, 2014 |
115,000,000 |
115,000,000 |
4.67% Series due June 1, 2010 |
55,000,000 |
55,000,000 |
5.56% Series due September 1, 2015 |
100,000,000 |
100,000,000 |
6.30% Series due September 1, 2035 |
100,000,000 |
100,000,000 |
which bonds are also hereinafter sometimes called bonds of the First through Sixty-eighth 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 Sixty-second Supplemental Indenture, and the terms of the bonds of the Sixty-ninth 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 Sixty-first Supplement al 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 Sixty-first 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 Sixty-second 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 suppl ying 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 per mits; 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 Sixty-second 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 an d 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 possessi on 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 Sixty-second 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:
SIXTY-NINTH SERIES BONDS
Interest on the bonds of the Sixty-ninth 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-ninth 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-ninth 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-ninth Series shall be the close of business on 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-ninth Series shall be paid to the Person in whose name such bonds of the Sixty-ninth 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-ninth 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-ninth 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 November 1, 2007, at a redemption price equal to the greater of (i) 100% of the principal amount of such bonds of the Sixty-ninth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of (x) the present value of the payment on November 1, 2007 of the principal amount of such bonds of the Sixty-ninth 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-ninth Series to be redeemed to November 1, 2007 (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 0.30%, and (ii) at any time on or after November 1, 2007, prior to maturity of the bonds of the Sixty-ninth Series, at a redemption price equal to 100% of the principal amount of such bonds of the Sixty-ninth 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 November 1, 2007, 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 November 1, 2007 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 November 1, 2007.
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) Citigroup Global Markets Inc. and Greenwich Capital 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 the United States (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-ninth 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-ninth Series of other authorized denominations.
Bonds of the Sixty-ninth 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-ninth 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 September 30, 2005, 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 October 1, 2005 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 September 30, 2005.
MISCELLANEOUS PROVISIONS
The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixty-second 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 Sixty-second 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 Sixty-second 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.
/s/ Steven C. McNeal______________________
Steven C. McNeal
Vice President and Treasurer
Attest:
/s/ Christopher T. Screen___________
Christopher T. Screen
Assistant Secretary
Executed, sealed and delivered by
ENTERGY LOUISIANA, INC.
in the presence of:
/s/ Myrna Romain___________________
Myrna Romain
/s/ Christina Edwards_________________
Christina Edwards
THE BANK OF NEW YORK
As Successor Corporate Trustee
By: /s/ Robert Massimillo_______________
Robert Massimillo
Vice President
Attest:
/s/ Mary LaGumina__________________
Executed, sealed and delivered by
THE BANK OF NEW YORK
in the presence of:
/s/ Ada L. Li
/s/ Saebom Kim
By: /s/ Stephen J. Giurlando________________
Stephen J. Giurlando
As Successor Co-Trustee
Executed sealed and delivered by
Stephen J. Giurlando
in the presence of:
/s/ Ada L. Li
/s/ Saebom Kim
STATE OF TEXAS
} ss.:
COUNTY OF HARRIS
On this 17th day of October, 2005, 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 17th day of October, 2005 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.
/s/ Dawn Miller
Dawn Miller
Notary Public
County of Harris, State of Texas
My Commission Expires: 4-29-2008
STATE OF NEW YORK
} ss.:
COUNTY OF NEW YORK
On this 17th day of October, 2005, 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 17th day of October, 2005, 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.
/s/ Joseph A. Lloret
Notary Public, State of New York
No. 01LL6076442
Qualified in Kings County
Certificate filed in New York County
Commission Expires June 24, 2006
STATE OF NEW YORK
COUNTY of NEW YORK
On this 17th of October, 2005, 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 17th day of October, 2005, 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.
/s/ Joseph A. Lloret
Notary Public, State of New York
No. 01LL6076442
Qualified in Kings County
Certificate filed in New York County
Commission Expires June 24, 2006
Exhibit A-4(c)
(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, 5.83% Series due November 1, 2010
CUSIP 29364M AK6
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 November 1, 2010, 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 October 21, 2005, if the date of this bond is prior to May 1, 2006, or if the date of this bond is on or after May 1, 2006, from the May 1 or November 1 immediately preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of 5.83% per annum in like coin or currency at said office or agency on May 1, 2006 for the period from October 21, 2005 to May 1, 2006, and thereafter on May 1 and November 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 close of business on the Business Day (as defined in the Sixty-second 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, 5.83% Series due November 1, 2010, 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 Sixty-second Supplemental Indenture dated as of October 1, 2005, 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 securi ty, 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 Sixty-second Supplemental Indenture.
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: October 21, 2005
ENTERGY LOUISIANA, INC.
By:_/s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer
Attest:
_/s/ Christopher T. Screen
Christopher T. Screen
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:_/s/ 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).
Exhibit B(f)
ENTERGY LOUISIANA, INC.
$150,000,000
First Mortgage Bonds
5.83% Series due November 1, 2010
UNDERWRITING AGREEMENT
October 18, 2005
Citigroup Global Markets Inc.
Greenwich Capital Markets, Inc.
BNY Capital Markets, Inc.
HVB Capital Markets, Inc.
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
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 Citigroup Global Markets Inc. and Greenwich Capital Markets, Inc. are acting as representatives (the "Representatives"), an aggregate of $150,000,000 principal amount of the Company's First Mortgage Bonds, 5.83% Series due November 1, 2010 (the "Bonds"), as follows:
Representations and Warranties of the Company. The Company represents and warrants to the several Underwriters, and covenants and agrees with the several Underwriters, that:
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 Com pany 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.
If any of the conditions specified in this Section 7 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Representatives 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.
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 the Representatives. 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 been 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.
The Company hereby acknowledges that (a) the Underwriters are acting as principals and not as agents or fiduciaries of the Company and (b) its engagement of the Underwriters in connection with the issuance of the Bonds is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the issuance of the Bonds (irrespective of whether the Underwriters have advised or are currently advising the Company on related or other matters). Nothing in this Section is intended to modify in any way the Underwriters' obligations expressly set forth in this Agreement.
Very truly yours,
Entergy Louisiana, Inc.
By: /s/ Frank Williford___________
Name: Frank Williford
Title: Assistant Treasurer
Accepted as of the date first above written:
Citigroup Global Markets Inc.
Greenwich Capital Markets, Inc.
BNY Capital Markets, Inc.
HVB Capital Markets, Inc.
By: Citigroup Global Markets Inc.
By: /s/ Brian D. Bednarski___________
Name: Brian D. Bednarski
Title: Director
By: Greenwich Capital Markets, Inc.
By: /s/ Jennifer Powers _____________
Name: Jennifer Powers
Title: Managing Director
SCHEDULE I
Entergy Louisiana, Inc.
$150,000,000 First Mortgage Bonds
5.83% Series due November 1, 2010
Name of Underwriters |
Principal Amount of Bonds |
Citigroup Global Markets Inc. |
$60,000,000 |
Greenwich Capital Markets, Inc. |
60,000,000 |
BNY Capital Markets, Inc. |
15,000,000 |
HVB Capital Markets, Inc. |
15,000,000 |
TOTAL |
$150,000,000 |
EXHIBIT A
[Letterhead of Entergy Services, Inc.]
October 21, 2005
Citigroup Global Markets Inc.
Greenwich Capital Markets, Inc.
BNY Capital Markets, Inc.
HVB Capital Markets, Inc.
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
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 October 18, 2005, 2005 (the "Underwriting Agreement"), between the Company and you, of $150,000,000 aggregate principal amount of its First Mortgage Bonds, 5.83% Series due November 1, 2010 (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 Sixty-second Supplemental Indenture, dated as of Octo ber 1, 2005 (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; (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. I have not examined the Bonds, except a specimen thereof, and I have relied upon a certificate of the Corporate T rustee as to the authentication and delivery thereof. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the legal capacity of natural persons, the conformity with the originals of all documents submitted to me as copies and the authenticity of the originals of such latter documents.
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 statements in the Registration Statement and 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>
My opinion in paragraph (1) below, insofar as it relates to the good standing of the Company under Louisiana law, is given exclusively in reliance upon a certification of the Secretary of State of Louisiana, upon which I believe I am justified in relying. A copy of such certification has been provided to you.
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 registered 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 st atement 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, statistical or accounting 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 opinions of even date herewith rendered to you by Thelen Reid & Priest LLP and Pillsbury Winthrop Shaw Pittman 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.
I am a member of the Bar of the State of Louisiana, and 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 (without independent inquiry), with your approval, upon the opinion of even date herewith addressed to you of Thelen Reid & Priest LLP of New York, New York.
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 Shaw Pittman 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,
Dawn A. Abuso, Esq.
Senior Counsel -
Corporate and Securities
EXHIBIT B
[Letterhead of Thelen Reid & Priest LLP]
October 21, 2005
Citigroup Global Markets Inc.
Greenwich Capital Markets, Inc.
BNY Capital Markets, Inc.
HVB Capital Markets, Inc.
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Ladies and Gentlemen:
We, together with Dawn A. Abuso, 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 October 18, 2005, 2005 (the "Underwriting Agreement"), between the Company and you, of $150,000,000 aggregate principal amount of its First Mortgage Bonds, 5.83% Series due November 1, 2010 (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 Sixty-second Su pplemental Indenture, dated as of October 1, 2005 (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; (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 questions of fact material to the opinions expressed herein, we have relied upon representa tions and certifications of officers of the Company (including but not limited to those contained in the Registration Statement, 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. 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 registered 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 belie ve 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, statistical or accounting 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 (without independent inquiry) upon the opinion of even date herewith addressed to you by Dawn A. Abuso, Esq., Senior Counsel - Corporate and Securities of Entergy Services, Inc. We have not examined into and are not expressing an opinion 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 Dawn A. Abuso, 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 her opinion required to be delivered under the Underwriting Agreement.
Very truly yours,
THELEN REID & PRIEST LLP
EXHIBIT C
[Letterhead of Pillsbury Winthrop Shaw Pittman LLP]
October 21, 2005
Citigroup Global Markets Inc.
Greenwich Capital Markets, Inc.
BNY Capital Markets, Inc.
HVB Capital Markets, Inc.
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Ladies and Gentlemen:
We have acted as your counsel in connection with the issuance and sale by Entergy Louisiana, Inc., a Louisiana corporation (the "Company"), of $150,000,000 aggregate principal amount of First Mortgage Bonds, 5.83% Series due November 1, 2010 (the "Bonds") 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, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, and as it will be further amended and supplemented by the Sixty-second Supplemental Indenture, dated as of October 1, 2005 (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the "Mortgage"), pursuant to the Underwriting Agreement between you and the Company effective October 18, 2005, 2 005 (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 (without independent inquiry) upon an opinion of even date herewith rendered to you by Dawn A. Abuso, Esq., Senior Counsel - Corporate and Securities of Entergy Services, Inc., as to all matters of Louisiana law related to this opinion.
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 reviewed 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 reviewed, and are expressing no opinion or belief as to matters relating to, titles to property, franchises, and the nature, extent and priority of the lien purported to be created by the Mortgage or the recordation or perfection of such lien. We have assumed, without independent verification, the validity and accuracy of all certificates delivered under the Mortgage in connection with the issuance and sale of the Bonds. No opinion is expressed regarding compliance with covenants in any agreement to which the Company or any of its affiliates is a party, or in any regulatory order pertaining to the Company or any of its affiliates, incorporating calculations of a financial or accounting nature.
Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:
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 registered public accountants of the Company who audited certain of the financial statements included or incorporated by reference in the Registration Statement and the Prospectus. While we reviewed certain corporate records and documents and statements of officers and other representatives of the Company as to the existence and consequences of certain factual and other matters, the primary purpose of our professional engagement was not to establish or confirm factual matters, legal matters not governed by New York or federal law or financial or quantitative information. Therefore, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the s tatements included or incorporated by reference in the Registration Statement and the Prospectus (except to the extent expressly set forth in paragraph (3) above) and have not made an independent check or verification thereof. 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) or 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, statistical or accounting data included or incorporated by reference in the Registration Statement or the Prospectus or (ii) the Statements of Eligibility.
We call your attention to the fact that, (i) with respect to the opinions set forth in paragraphs (1) and (2) above, 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 transaction contemplated by the Underwriting Agreement and is solely for your 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 SHAW PITTMAN 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, 2004 |
||
"SELECTED FINANCIAL DATA FIVE-YEAR COMPARISON" |
225 |
The amounts of electric operating revenues (by source) for the twelve month periods ended December 31, 2004, 2003 and 2002 |
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005 |
||
"SELECTED OPERATING RESULTS" |
62 |
The amounts of electric operating revenues (by source) for the three month periods ended March 31, 2005 and 2004 |
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005 |
||
"SELECTED OPERATING RESULTS" |
92 |
The amounts of electric operating revenues (by source) for the three and six month periods ended June 30, 2005 and 2004 |
Exhibit F-1(f)
Entergy Services, Inc.
639 Loyola Avenue (70113)
P.O. Box 61000
New Orleans, LA 70161
Tel: 504-576-6755
Fax: 504-576-4150
e-mail: dabuso@entergy.com
Dawn A. Abuso
October 31, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and 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 October 21, 2005 of $150,000,000 in aggregate principal amount of its First Mortgage Bonds, 5.83% Series due November 1, 2010 (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 respective 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/ Dawn A. Abuso
Dawn A. Abuso, Esq.
Senior Counsel -
Corporate and Securities
Exhibit F-2(f)
October 31, 2005
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 October 21, 2005 of $150,000,000 in aggregate principal amount of its First Mortgage Bonds, 5.83% Series due November 1, 2010 ("Bonds"), we advise you that in our opinion:
(a) the issuance and sale of the Bonds have been consummated in accordance with the Application-Declaration, as amended, and the Orders;
(b) 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;
(c) 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
(d) 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 of America. In giving this opinion, we have relied, as to all matters governed by the laws of Louisiana, upon the opinion of Dawn A. Abuso, 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