-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B5MVcOiaM1TUBnyXEXoyjjRMToiVDREdk2nx+sZPbHF1VBAHiWGykfofARbg/5r9 eBF58b1czhkLBux7BlLMLQ== 0000065984-99-000066.txt : 19990412 0000065984-99-000066.hdr.sgml : 19990412 ACCESSION NUMBER: 0000065984-99-000066 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19990409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY LOUISIANA INC CENTRAL INDEX KEY: 0000060527 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 720245590 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: SEC FILE NUMBER: 070-09141 FILM NUMBER: 99590738 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045953100 35-CERT 1 UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. - ---------------------------------------X : In the Matter of : CERTIFICATE PURSUANT TO : RULE 24 ENTERGY LOUISIANA, INC. : : File No. 70-9141 : : (Public Utility Holding Company : Act of 1935) : - ---------------------------------------X This is to certify, pursuant to Rule 24 under the Public Utility Holding Company Act of 1935, as amended, that the transactions described below, which were proposed by Entergy Louisiana, Inc. ("Company") in its Application-Declaration, as amended, in the above file, have been carried out in accordance with the terms and conditions of and for the purposes represented by said Application-Declaration, as amended, and pursuant to the order of the Securities and Exchange Commission with respect thereto dated March 12, 1998. On March 30, 1999, the Company issued and sold, by competitive bid, to Salomon Smith Barney Inc. and Prudential Securities Incorporated, as underwriters, $75,000,000 in aggregate principal amount of the Company's First Mortgage Bonds, 5.80% Series due March 1, 2002 ("Bonds"), issued pursuant to the Fifty-third Supplemental Indenture to the Company's Mortgage and Deed of Trust, as supplemented. Attached hereto and incorporated by reference are: Exhibit A-2(b) - Execution form of Fifty-third Supplemental Indenture relating to the Bonds. Exhibit B-1(b) - Letter to prospective purchasers relating to proposals for the purchase of Bonds. Exhibit B-2(b) - Execution form of Underwriting Agreement relating to the Bonds. Exhibit C-3(b) - Copy of the Prospectus being used in connection with the sale of the Bonds (previously filed in Registration No. 33- 50937 and incorporated herein by reference). Exhibit F-1(b) - Post-effective opinion of Denise C. Redmann, Senior Counsel - Corporate and Securities of Entergy Services, Inc., counsel for the Company. Exhibit F-2(b) - 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 9th day of April, 1999. ENTERGY LOUISIANA, INC. By: /s/ Steven C. McNeal Steven C. McNeal Vice President and Treasurer EX-4 2 Exhibit A-2(b) Executed in 70 counterparts of which this is counterpart ENTERGY LOUISIANA, INC. TO BANK OF MONTREAL TRUST COMPANY (successor to The Chase Manhattan Bank (National Association)) AND MARK F. McLAUGHLIN (successor to Z. George Klodnicki) As Trustees under Entergy Louisiana, Inc.'s Mortgage and Deed of Trust, dated as of April 1, 1944 ________________ Fifty-third Supplemental Indenture Providing among other things for First Mortgage Bonds, 5.80% Series due March 1, 2002 (Fifty-ninth Series) Dated as of March 1, 1999 FIFTY-THIRD SUPPLEMENTAL INDENTURE INDENTURE, dated as of March 1, 1999, 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 BANK OF MONTREAL TRUST COMPANY, a New York corporation (successor to THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)), whose principal office is located at 88 Pine Street, New York, New York 10005 (hereinafter sometimes called the "Corporate Trustee"), and MARK F. McLAUGHLIN (successor to Z. GEORGE KLODNICKI), whose post office address is 44 Norwood Avenue, Westwood, New Jersey 07711 (said MARK F. McLAUGHLIN being hereinafter sometimes called the "Co-Trustee" and the Corporate Trustee and the Co-Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of April 1, 1944 (hereinafter called the "Mortgage"), which Mortgage was executed and delivered by Louisiana Power & Light Company, a corporation of the State of Florida (hereinafter sometimes called the "Florida Company"), to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this Indenture (hereinafter called the "Fifty-third Supplemental Indenture") being supplemental thereto; WHEREAS, the Mortgage was recorded in various Parishes in the State of Louisiana, which Parishes are the same Parishes in which this Fifty-third 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 effectively the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and WHEREAS, the Florida Company executed and delivered the following supplemental indentures: Designation Dated as of First Supplemental Indenture March 1, 1948 Second Supplemental Indenture November 1, 1950 Third Supplemental Indenture September 1, 1953 Fourth Supplemental Indenture October 1, 1954 Fifth Supplemental Indenture January 1, 1957 Sixth Supplemental Indenture April 1, 1960 Seventh Supplemental Indenture June 1, 1964 Eighth Supplemental Indenture March 1, 1966 Ninth Supplemental Indenture February 1, 1967 Tenth Supplemental Indenture September 1, 1967 Eleventh Supplemental Indenture March 1, 1968 Twelfth Supplemental Indenture June 1, 1969 Thirteenth Supplemental Indenture December 1, 1969 Fourteenth Supplemental Indenture November 1, 1970 Fifteenth Supplemental Indenture April 1, 1971 Sixteenth Supplemental Indenture January 1, 1972 Seventeenth Supplemental Indenture November 1, 1972 Eighteenth Supplemental Indenture June 1, 1973 Nineteenth Supplemental Indenture March 1, 1974 Twentieth Supplemental Indenture November 1, 1974 which supplemental indentures were recorded in various Parishes in the State of Louisiana; and WHEREAS, the Florida Company was merged into the Company on February 28, 1975, and the Company thereupon executed and delivered a Twenty-first Supplemental Indenture, dated as of March 1, 1975, pursuant to which the Company, among other things, assumed and agreed duly and punctually to pay the principal of and interest on the bonds at the time issued and outstanding under the Mortgage, as then supplemented, in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage as so supplemented, and duly and punctually to observe, perform and fulfill all of the covenants and conditions of the Mortgage, as so supplemented, to be kept or performed by the Florida Company, and said Twenty-first Supplemental Indenture was recorded in various Parishes in the State of Louisiana; and WHEREAS, the Company has succeeded to and has been substituted for the Florida Company under the Mortgage with the same effect as if it had been named as mortgagor corporation therein; and WHEREAS, the Company executed and delivered the following supplemental indentures: Designation Dated as of Twenty-second Supplemental Indenture September 1, 1975 Twenty-third Supplemental Indenture December 1, 1976 Twenty-fourth Supplemental Indenture January 1, 1978 Twenty-fifth Supplemental Indenture July 1, 1978 Twenty-sixth Supplemental Indenture May 1, 1979 Twenty-seventh Supplemental Indenture November 1, 1979 Twenty-eighth Supplemental Indenture December 1, 1980 Twenty-ninth Supplemental Indenture April 1, 1981 Thirtieth Supplemental Indenture December 1, 1981 Thirty-first Supplemental Indenture March 1, 1983 Thirty-second Supplemental Indenture September 1, 1983 Thirty-third Supplemental Indenture August 1, 1984 Thirty-fourth Supplemental Indenture November 1, 1984 Thirty-fifth Supplemental Indenture December 1, 1984 Thirty-sixth Supplemental Indenture December 1, 1985 Thirty-seventh Supplemental Indenture April 1, 1986 Thirty-eighth Supplemental Indenture November 1, 1986 Thirty-ninth Supplemental Indenture May 1, 1988 Fortieth Supplemental Indenture December 1, 1988 Forty-first Supplemental Indenture April 1, 1990 Forty-second Supplemental Indenture June 1, 1991 Forty-third Supplemental Indenture April 1, 1992 Forty-fourth Supplemental Indenture July 1, 1992 Forty-fifth Supplemental Indenture December 1, 1992 Forty-sixth Supplemental Indenture March 1, 1993 Forty-seventh Supplemental Indenture May 1, 1993 Forty-eighth Supplemental Indenture December 1, 1993 Forty-ninth Supplemental Indenture July 1, 1994 Fiftieth Supplemental Indenture September 1, 1994 Fifty-first Supplemental Indenture March 1, 1996 Fifty-second Supplemental Indenture March 1, 1998 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: Principal Principal Amount Amount Series Issued Outstanding 3% Series due 1974 $ 17,000,000 None 3 1/8% Series due 1978 10,000,000 None 3% Series due 1980 10,000,000 None 4% Series due 1983 12,000,000 None 3 1/8% Series due 1984 18,000,000 None 4 3/4% Series due 1987 20,000,000 None 5% Series due 1990 20,000,000 None 4 5/8% Series due 1994 25,000,000 None 5 3/4% Series due 1996 35,000,000 None 5 5/8% Series due 1997 16,000,000 None 6 1/2% Series due September 1, 1997 18,000,000 None 7 1/8% Series due 1998 35,000,000 None 9 3/8% Series due 1999 25,000,000 None 9 3/8% Series due 2000 20,000,000 None 7 7/8% Series due 2001 25,000,000 $18,700,000 7 1/2% Series due 2002 25,000,000 23,000,000 7 1/2% Series due November 1, 2002 25,000,000 15,259,000 8% Series due 2003 45,000,000 None 8 3/4% Series due 2004 45,000,000 None 9 1/2% Series due November 1, 1981 50,000,000 None 9 3/8% Series due September 1, 1983 50,000,000 None 8 3/4% Series due December 1, 2006 40,000,000 None 9% Series due January 1, 1986 75,000,000 None 10% Series due July 1, 2008 60,000,000 None 10 7/8% Series due May 1, 1989 $45,000,000 None 13 1/2% Series due November 1, 2009 55,000,000 None 15 3/4% Series due December 1,1988 50,000,000 None 16% Series due April 1, 1991 75,000,000 None 16 1/4% Series due December 1, 1991 100,000,000 None 12% Series due March 1, 1993 100,000,000 None 13 1/4% Series due March 1, 2013 100,000,000 None 13% Series due September 1, 2013 50,000,000 None 16% Series due August 1, 1994 100,000,000 None 14 3/4% Series due November 1, 2014 55,000,000 None 15 1/4% Series due December 1, 2014 35,000,000 None 14% Series due December 1, 1992 60,000,000 None 14 1/4% Series due December 1, 1995 15,000,000 None 10 1/2% Series due April 1, 1993 200,000,000 None 10 3/8% Series due November 1, 2016 280,000,000 None Series 1988A due September 30, 1988 13,334,000 None Series 1988B due September 30, 1988 10,000,000 None Series 1988C due September 30, 1988 6,667,000 None 10.36% Series due December 1, 1995 75,000,000 None 10 1/8% Series due April 1, 2020 100,000,000 None Environmental Series A due June 1, 2021 52,500,000 $52,500,000 Environmental Series B due April 1, 2022 20,940,000 20,940,000 7.74% Series due July 1, 2002 179,000,000 179,000,000 8 1/2% Series due July 1, 2022 9,000,000 None Environmental Series C due December 1, 2022 25,120,000 25,120,000 6.00% Series due March 1, 2000 100,000,000 100,000,000 Environmental Series D due May 1, 2023 34,364,000 34,364,000 Environmental Series E due December 1, 2023 25,991,667 25,991,667 Environmental Series F due July 1, 2024 21,335,000 21,335,000 Collateral Series 1994-A, due July 2, 2017 117,805,000 109,290,000 Collateral Series 1994-B, due July 2, 2017 58,865,000 54,630,000 Collateral Series 1994-C, due July 2, 2017 31,575,000 29,290,000 8 3/4% Series due March 1, 2026 115,000,000 115,000,000 6 1/2% Series due March 1, 2008 115,000,000 115,000,000 which bonds are also hereinafter sometimes called bonds of the First through Fifty-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 time subject to the lien of the Mortgage shall be situated; and WHEREAS, the Company now desires to create a new series of bonds and to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented; and WHEREAS, the execution and delivery by the Company of this Fifty-third Supplemental Indenture, and the terms of the bonds of the Fifty-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 Mark F. McLaughlin and (to the extent of its legal capacity to hold the same for the purposes hereof) to Bank of Montreal Trust Company, as Trustees under the Mortgage, and to their successor or successors in said trust, and to said Trustees and their successors and assigns forever, all of the property now owned by the Company and specifically described in the Mortgage, as supplemented, and all the following described properties of the Company, whether now owned or hereafter acquired, namely: PARAGRAPH ONE The Electric Generating Plants, Plant Sites and Stations, and all ownership interests therein, of the Company, including all electric works, power houses, buildings, pipe lines and structures owned by the Company and all land of the Company on which the same are situated and all of the Company's lands, together with the buildings and improvements thereon, and all rights, ways, servitudes, prescriptions, and easements, rights-of- way, permits, privileges, licenses, poles, wires, machinery, implements, equipment and appurtenances, forming a part of said plants, sites or stations, or any of them, or used or enjoyed, or capable of being used or enjoyed in conjunction with any of said power plants, sites, stations, lands and property. PARAGRAPH TWO The Electric Substations, Switching Stations, Microwave installations and UHF-VHF installations of the Company, and the Sites therefor, including all buildings, structures, towers, poles, all equipment, appliances and devices for transforming, converting, switching, transmitting and distributing electric energy, and for communications, and the lands of the Company on which the same are situated, and all of the Company's lands, rights, ways, servitudes, prescriptions, easements, rights-of- way, machinery, equipment, appliances, devices, licenses and appurtenances forming a part of said substations, switching stations, microwave installations or UHF-VHF installations, or any of them, or used or enjoyed or capable of being used or enjoyed in conjunction with any of them. PARAGRAPH THREE All and Singular the Miscellaneous Lands and Real Estate or Rights and Interests therein of the Company now owned, or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired during the existence of this trust. PARAGRAPH FOUR The Electric Transmission Lines of the Company, including the structures, towers, poles, wires, cables, switch racks, conductors, transformers, pole type substations, insulators and all appliances, devices and equipment used or useful in connection with said transmission lines and systems, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, under or upon any public streets or highways or other lands, public or private. PARAGRAPH FIVE The Electric Submarine Cables of the Company, including the wires, cables, switch racks, conductors, conduits, transformers, substations, insulators and all appliances, devices and equipment used or useful in connection with said submarine cables, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof. And also all extensions, replacements, branches, taps, developments and improvements of said submarine cables, or any of them, and all other submarine cables owned by the Company wherever situated, whether now owned or hereafter acquired and/or constructed, as well as all of the Company's rights-of-way, easements, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, subject, however, to the provisions of Section 87 of the Mortgage. PARAGRAPH SIX The Electric Distribution Lines and Systems of the Company, including the structures, towers, poles, wires, insulators and appurtenances, appliances, conductors, conduits, cables, transformers, meters, regulator stations and regulators, accessories, devices and equipment and all of the Company's other property, real, personal or mixed, forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distribution lines and systems, together with all of the Company's rights-of-way, easements, permits, prescriptions, privileges, municipal or other franchises, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, under, or upon any public streets or highways, public or private lands, including all additions, improvements or replacements to all of the distribution systems located in the municipalities and parishes set forth in the Mortgage and in the First through Fifty- second Supplemental Indentures. And also all branches, extensions, improvements and developments of or appertaining to or connected with said distribution lines, systems or any of them, and all other distribution systems of the Company and parts and portions thereof, wherever situated, whether connected or not connected with any of the foregoing systems and whether now owned or hereafter acquired, as well as all of the Company's rights-of- way, easements, privileges, prescriptions, permits, municipal or other franchises, consents and rights for or relating to the construction, maintenance or operation thereof or any part or portion thereof, through, over, under or upon any public streets or highways or public or private lands, whether now owned or hereafter acquired, subject, however, to the provisions of Section 87 of the Mortgage. PARAGRAPH SEVEN The certain franchises, privileges, permits, grants and consents for the construction, operation and maintenance of electric systems in, on and under streets, alleys, highways, roads, and public grounds, areas and rights-of-way, and/or for the supply and sale of electricity, and all rights incident thereto, which were granted by the governing bodies of the respective municipalities, parishes and public authorities in the State of Louisiana. Also all other franchises, privileges, permits, grants and consents owned or hereafter acquired by the Company for the construction, operation and maintenance of electric systems in, on or under streets, alleys, highways, roads, and public grounds, areas and rights-of-way and/or for the supply and sale of electricity and all rights incident thereto, subject, however, to the provisions of Section 87 of the Mortgage. All other property, real, personal and mixed, acquired by the Company after the date of the execution and delivery of the Mortgage, in addition to property covered by the First through Forty-fifth Supplemental Indentures (except any herein or in the Mortgage or in said Supplemental Indentures expressly excepted), now owned or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in this Fifty-third Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights-of-way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all municipal and other franchises, consents, or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose, including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supplemented, expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described. TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in any wise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof. IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), shall be and are as fully granted and conveyed hereby and as fully embraced within the lien hereof and the lien of the Mortgage, as if such property, rights and franchises were now owned by the Company and were specifically described herein and conveyed hereby. PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of this Fifty-third Supplemental Indenture and from the lien and operation of the Mortgage, namely: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business and fuel, oil and similar materials and supplies consumable in the operation of any properties of the Company; rolling stock, buses, motor coaches, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) the Company's franchise to be a corporation; and (7) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that either or both of the Trustees or their successor or successors in said trust or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof. TO HAVE AND TO HOLD ALL such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto Mark F. McLaughlin and (to the extent of its legal capacity to hold the same for the purposes hereof) to Bank of Montreal Trust Company, as Trustees, and their successors and assigns forever. IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as supplemented, this Fifty-third Supplemental Indenture being supplemental thereto. AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors as Trustees of said property in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustees by the Mortgage as a part of the property therein stated to be conveyed. The Company further covenants and agrees to and with the Trustees and their successor or successors in said trust under the Mortgage as follows: ARTICLE I FIFTY-NINTH SERIES OF BONDS SECTION 1. There shall be a series of bonds designated "5.80% Series due March 1, 2002" (herein sometimes called the "Fifty-ninth Series"), each of which shall also bear the descriptive title "First Mortgage Bond", and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Fifty-ninth Series (which shall be initially issued in the aggregate principal amount of $75,000,000) shall be dated as in Section 10 of the Mortgage provided, shall mature on March 1, 2002, shall be issued as fully registered bonds in any integral multiple or multiples of One Thousand Dollars, and shall bear interest at the rate of 5.80% per annum, from March 30, 1999, if the date of said bonds is prior to September 1, 1999, or if the date of said bonds is after September 1, 1999, from the March 1 or September 1 next preceding the date of said bonds, payable on September 1, 1999 for the period from March 30, 1999 to September 1, 1999, and thereafter semi-annually on March 1 and September 1 of each year, the principal of and interest on each said bond to be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. 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 Fifty-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) Bonds of the Fifty-ninth Series shall be redeemable at the option of the Company, in whole at any time, or in part from time to time, prior to maturity, upon notice, as provided in Section 52 of the Mortgage, mailed not less than 30 days nor more than 60 days prior to the date fixed for redemption (at a redemption price equal to the greater of (A) 100% of the principal amount of such bonds of the Fifty-ninth Series and (B) as determined by a Quotation Agent, the sum of the present values as of the redemption date of the remaining scheduled payments of principal of and interest on the bonds of the Fifty-ninth Series being redeemed (excluding the portion of any such interest accrued to the redemption date), discounted (for purposes of determining such present values) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Adjusted Treasury Rate, plus accrued interest thereon to the redemption date. "Adjusted Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming 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, plus 0.125%. "Business Day" means any day other than a Saturday or a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the Corporate Trust Office of the Corporate Trustee is closed for business. "Comparable Treasury Issue" means the United States Treasury security selected by a Quotation Agent as having a maturity comparable to the remaining term of the bonds of the Fifty-ninth Series 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 the remaining term of such bonds of the Fifty-ninth Series. "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or does not contain such prices on such Business Day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations or (B) if the Corporate Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. "Quotation Agent" means one of the Reference Treasury Dealers appointed by the Corporate Trustee after consultation with the Company. "Reference Treasury Dealer" means each of Salomon Smith Barney Inc., Prudential Securities Incorporated and Lehman Brothers Inc. and each of their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer or any other Primary Treasury Dealer selected by the Corporate Trustee after consultation with the Company. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Corporate Trustee, 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 Corporate Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption date. (II) Bonds of the Fifty-ninth Series shall also be redeemable, in whole at any time, or in part from time to time, prior to maturity, upon like notice, by the application (either at the option of the Company or pursuant to the requirements of the Mortgage) of cash deposited with the Corporate Trustee pursuant to the provisions of Section 64 of the Mortgage at the special redemption price of 100% of the principal amount of the bonds to be redeemed together with accrued interest thereon to the date fixed for redemption. (III) At the option of the registered owner, any bonds of the Fifty-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 same series of other authorized denominations. Bonds of the Fifty-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 Fifty-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. ARTICLE II DIVIDEND COVENANT SECTION 2. The Company covenants that, so long as any of the bonds of the Fifty-ninth Series are Outstanding, it will not declare any dividends on its Common Stock (other than (a) a dividend payable solely in shares of its Common Stock, or (b) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its Common Stock) or make any distribution on outstanding shares of its Common Stock or purchase or otherwise acquire for value any outstanding shares of its Common Stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its Common Stock) if, after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to February 28, 1999 (other than any dividend declared by the Company on or before February 28, 1999 for payment on or before April 15, 1999) exceeds (without giving effect to (i) any of such dividends, distributions, purchases or acquisitions, or (ii) any net transfers from earned surplus to stated capital accounts) the sum of (a) the aggregate amount credited subsequent to February 28, 1999, to earned surplus, (b) $345,000,000 and (c) such additional amounts as shall be authorized or approved, upon application by the Company, by the Securities and Exchange Commission, or by any successor commission thereto, under the Public Utility Holding Company Act of 1935. For the purposes of this Section 2, the aggregate amount credited subsequent to February 28, 1999 to earned surplus shall be determined in accordance with generally accepted accounting principles and practices after making provision for dividends upon any preferred stock of the Company accumulated subsequent to such date, but in such determination there shall not be considered charges to earned surplus applicable to the period prior to March 1, 1999 including, but not limited to, charges to earned surplus for write-offs or write-downs of book values of assets owned by the Company on February 28, 1999. ARTICLE III MISCELLANEOUS PROVISIONS SECTION 3. The holders of the bonds of the Fifty-ninth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the bonds of the Fifty- ninth Series entitled to consent to any amendment or supplement to the Mortgage or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. SECTION 4. Subject to any amendments provided for in this Fifty-third Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Fifty-third Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented. SECTION 5. So long as any bonds of the Fifty-ninth Series shall remain Outstanding, in each Net Earning Certificate made pursuant to Section 7 of the Mortgage there shall be included in operating expenses for the twelve (12) months period with respect to which such certificate is made an amount, if any (not otherwise included), equal to the provisions for amortization of any amounts included in utility plant acquisition adjustment accounts for such period. SECTION 6. So long as any bonds of the Fifty-ninth Series shall remain Outstanding, subdivision (2) of Section 7 of the Mortgage is hereby amended by adding thereto the following words "provided, further, that the amount so included in such operating expenses in lieu of the amounts actually appropriated out of income for retirement of the Mortgaged and Pledged Property used primarily and principally in the electric, gas, steam and/or hot water utility business and the Company's automotive equipment used in the operation of such property shall not be less than the amounts so actually appropriated out of income". SECTION 7. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage, as heretofore amended, set forth and upon the following terms and conditions: The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifty-third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Fifty- third Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Fifty-third Supplemental Indenture. SECTION 8. Whenever in this Fifty-third Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all covenants and agreements in this Fifty-third Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or either of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not. SECTION 9. Nothing in this Fifty-third Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Fifty-third Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Fifty-third Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and coupons Outstanding under the Mortgage. SECTION 10. It is the intention and it is hereby agreed that, so far as concerns that portion of the Mortgaged and Pledged Property situated within the State of Louisiana, the general language of conveyance contained in this Fifty-third Supplemental Indenture is intended and shall be construed as words of hypothecation and not of conveyance, and that, so far as the said Louisiana property is concerned, this Fifty-third Supplemental Indenture shall be considered as an act of mortgage and pledge under the laws of the State of Louisiana, and the Trustees herein named are named as mortgagee and pledgee in trust for the benefit of themselves and of all present and future holders of bonds and coupons issued and to be issued under the Mortgage, and are irrevocably appointed special agents and representatives of the holders of the bonds and coupons issued and to be issued under the Mortgage and vested with full power in their behalf to effect and enforce the mortgage and pledge hereby constituted for their benefit, or otherwise to act as herein provided for. SECTION 11. This Fifty-third Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, ENTERGY LOUISIANA, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries, for and in its behalf, and BANK OF MONTREAL TRUST COMPANY, 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 Assistant Secretaries and MARK F. McLAUGHLIN, 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. By _____________________________________ Nathan E. Langston Vice President Attest: __________________________________ Assistant Secretary Executed, sealed and delivered by ENTERGY LOUISIANA, INC. in the presence of: __________________________________ __________________________________ BANK OF MONTREAL TRUST COMPANY, As Corporate Trustee By _____________________________ Peter Morse Vice President Attest: _____________________________ Frances Rusakowsky Assistant Secretary ____________________________[L.S.] Mark F. McLaughlin As Co-Trustee Executed, sealed and delivered by BANK OF MONTREAL TRUST COMPANY and MARK F. McLAUGHLIN in the presence of: _____________________________________ _____________________________________ STATE OF LOUISIANA } ss.: PARISH OF ORLEANS On this 25th day of March, 1999, before me appeared NATHAN E. LANGSTON, to me personally known, who, being by me duly sworn, did say that he is Vice President and Chief Accounting Officer 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 NATHAN E. LANGSTON, acknowledged said instrument to be the free act and deed of said corporation. On the 25th day of March, in the year 1999, before me personally came NATHAN E. LANGSTON, to me known, who, being by me duly sworn, did depose and say that he resides at 125 Ayshire Court, Slidell, Louisiana 70461; that he is Vice President and Chief Accounting Officer 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. ______________________________ Alan H. Katz Notary Public Parish of Orleans, State of Louisiana My Commission is Issued for Life STATE OF NEW YORK } ss.: COUNTY OF NEW YORK On this 26th day of March, 1999, before me appeared PETER MORSE, to me personally known, who, being by me duly sworn, did say that he is a Vice President of BANK OF MONTREAL TRUST COMPANY, 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 PETER MORSE acknowledged said instrument to be the free act and deed of said corporation. On the 26th day of March in the year 1999, before me personally came PETER MORSE, to me known, who, being by me duly sworn, did depose and say that he resides at 84-26 115th Street, Richmond Hill, New York 11418; that he is a Vice President of BANK OF MONTREAL TRUST COMPANY, 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. __________________________________ Estelle Redding Notary Public, State of New York No. 01RE6010831 Qualified in New York County Commission Expires July 27, 2000 STATE OF NEW YORK } ss.: COUNTY OF NEW YORK On this 26th day of March, 1999, before me appeared MARK F. McLAUGHLIN, 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 26th day of March, 1999, before me personally came MARK F. McLAUGHLIN, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same. __________________________________ Estelle Redding Notary Public, State of New York No. 01RE6010831 Qualified in New York County Commission Expires July 27, 2000 EX-4 3 Exhibit B-1(b) [Letterhead of Entergy Louisiana, Inc.] March 12, 1999 To prospective purchasers of the First Mortgage Bonds of Entergy Louisiana, Inc. Ladies and Gentlemen: Entergy Louisiana, Inc. ("Company") expects to issue and sell in one or more series at one time or from time to time not more than $75,000,000 aggregate principal amount of its First Mortgage Bonds ("Bonds"). The Company will receive proposals for the purchase of all or such portion of the Bonds as may be designated by the Company to prospective purchasers. Enclosed please find copies of a draft prospectus supplement to the prospectus dated November 15, 1993 ("Prospectus") relating to the Bonds, a questionnaire to be used in furnishing certain information to the Company and an Underwriting Agreement for use in submitting a proposal. You may obtain copies of the registration statement relating to the Bonds and of the documents incorporated by reference in the Prospectus by contacting Denise C. Redmann, Senior Counsel - Corporate and Securities of Entergy Services, Inc., 639 Loyola Ave., New Orleans, Louisiana 70113 (telephone number (504) 576-2272). The Company will give notice ("Notice") to two or more of the following: Chase Securities Inc.; Donaldson, Lufkin & Jenrette Securities Corporation; A.G. Edwards & Sons, Inc.; Goldman, Sachs & Co.; Lehman Brothers Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; J.P. Morgan Securities Inc.; Salomon Smith Barney Inc.; Morgan Stanley & Co. Incorporated; PaineWebber Incorporated; Prudential Securities Incorporated; Stephens, Inc. and Warburg Dillon Read LLC at least two (2) hours prior to the time proposals are to be submitted, of (i) the principal amount of the Bonds being offered, (ii) the date on which such Bonds will be issued, (iii) the maturity date of such Bonds, (iv) the date from which interest will accrue, (v) the range within which the price offered to the Company by the prospective purchasers of the Bonds would be acceptable, (vi) the date, time and location for the submission of proposals and (vii) the manner in which proposals are to be submitted. Various basic terms relating to the Bonds are set forth in Appendix A hereto. Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza, New York, New York 10004-1490 (telephone number 212-858-1000), are acting as purchasers' counsel. Should you wish to discuss the legal aspects of the offering, or the fees and disbursements of such counsel, please contact Jeffrey J. Delaney, Esq. of that firm (212-858-1292). Such counsel have prepared a preliminary memorandum with respect to the qualification of the Bonds under the "blue sky" laws of various jurisdictions. Copies of these memoranda may be obtained from Mr. Delaney. A due diligence call has been scheduled for 3:00 p.m. EDT on March 18, 1999. For your reference, a list of suggested due diligence topics that will be discussed by the Company during the call is also enclosed. If you wish to participate in such call, please notify Mr. Delaney by Noon EDT on March 17, 1999. The Company filed today its Annual Report on Form 10-K for the year ended December 31, 1998; copies of the Form 10-K will be available next week at the SEC's web site. Very truly yours, ENTERGY LOUISIANA, INC. By: Steven C. McNeal Vice President and Treasurer APPENDIX A ENTERGY LOUISIANA, INC. Summary of Terms Relating to the Purchase of First Mortgage Bonds of a Particular Series Principal Amount To be designated by the Company in the Notice. Date of Issuance To be designated by the Company in the Notice. Date of Maturity To be designated by the Company in the Notice. Date from which Interest will Accrue To be designated by the Company in the Notice. Interest Rate The annual interest rate shall be as set forth in the Underwriting Agreement submitted by the successful underwriter or underwriters and shall be a multiple of 0.125% (1/8th of 1%) or a multiple of 0.01% (1/100th of 1%). Dividend Covenant The Company shall covenant in substance that, so long as any Bonds of the particular series being offered remain outstanding, it will not pay any cash dividends on common stock after a selected date close to the date of original issuance of such series of Bonds (other than certain dividends that may be declared by the Company on or prior to such selected date) except from credits to retained earnings after such selected date plus an amount up to $345 million and plus such additional amounts as shall be approved by the Securities and Exchange Commission. Price to Company The price to the Company shall be as set forth in the Underwriting Agreement submitted by the successful underwriter or underwriters and shall be within a range of 99% and 101% of the principal amount of the Bonds, plus accrued interest, if any, for the period and at the rate set forth in such Underwriting Agreement. Redemption Provisions The Bonds will be redeemable at the option of the Company, in whole or in part, at any time prior to maturity, upon not less than 30 days' nor more than 60 days' notice, (i) with certain deposited cash (except for proceeds of released property and/or cash deposits under the Replacement Fund under the Mortgage), at the special redemption price of 100% of the principal amount thereof, or (ii) at a redemption price equal to the greater of (A) 100% of the principal amount of such Bonds and (B) as determined by a Quotation Agent, the sum of the present values as of the redemption date of the remaining scheduled payments of principal of and interest on the Bonds being redeemed (excluding the portion of any such interest accrued to the redemption date), discounted (for purposes of determining such present values) on a semi- annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Adjusted Treasury Rate, plus, in each case, accrued interest thereon to the redemption date. "Adjusted Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming 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, plus 0.125%. "Business Day" means any day other than a Saturday or a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the Corporate Trust Office of the Corporate Trustee under the Company's Mortgage (the "Corporate Trustee") is closed for business. "Comparable Treasury Issue" means the United States Treasury security selected by a Quotation Agent as having a maturity comparable to the remaining term of the Bonds 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 the remaining term of the Bonds. "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or does not contain such prices on such Business Day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations or (B) if the Corporate Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. "Quotation Agent" means one of the Reference Treasury Dealers appointed by the Corporate Trustee after consultation with the Company. "Reference Treasury Dealer" means each of Morgan Stanley & Co., Salomon Smith Barney Inc. and Goldman, Sachs & Co., and each of their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer, or any other Primary Treasury Dealer selected by the Corporate Trustee after consultation with the Company. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Corporate Trustee, 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 Corporate Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption date. Registration Statement No. 33-50937. Miscellaneous For further information regarding the terms of the Bonds, please refer to the accompanying Prospectus relating to the Bonds. The Underwriting Agreement submitted by the successful underwriter or underwriters shall, upon acceptance by the Company, become effective as and constitute the agreement between the Company and such underwriter or underwriters covering the sale and purchase of the Bonds. EX-1 4 Exhibit B-2(b) UNDERWRITING AGREEMENT For the Purchase of First Mortgage Bonds of Entergy Louisiana, Inc. _______________ ENTERGY LOUISIANA, INC. 639 Loyola Avenue New Orleans, LA 70113 SECTION 1. Purchase and Sale. On the basis of the representations and warranties, and subject to the terms and conditions set forth in this agreement (the "Underwriting Agreement"), each Underwriter (defined below) shall purchase from Entergy Louisiana, Inc., a Louisiana corporation (the "Company"), severally and not jointly, and the Company shall sell to each of the Underwriters (defined below), the principal amount of the Company's First Mortgage Bonds (defined below) set forth opposite the name of such Underwriter in Schedule I hereto at the price specified on the signature page of this Underwriting Agreement, plus, if specified on the signature page of this Underwriting Agreement, accrued interest at the rate specified on the signature page of this Underwriting Agreement from the date so specifiedfirst day of the month in which such Bonds are issued, to the Closing Date (defined below). The aggregate principal amount of such First Mortgage Bonds, which is also set forth on the signature page of this Underwriting Agreement, is hereinafter referred to as the "Bonds". SECTION 2. Underwriters and Representative. The term "Underwriters", as used herein, shall be deemed to mean the several persons, firms or corporations named in Schedule I hereto (including any substituted Underwriters under the provisions of Section 6), and the term "Representative", as used herein, shall be deemed to mean the representative or representatives of such Underwriters by whom or on whose behalf this Underwriting Agreement is signed. If there shall be only one person, firm or corporation named in said Schedule I, the term "Underwriters" and the term "Representative", as used herein, shall mean that person, firm or corporation. All obligations of the Underwriters are several and not joint. The use of the term "Underwriter" herein shall not be deemed to establish or admit that a purchaser of the Bonds is an "underwriter" of the Bonds as such term is defined in and used under the Securities Act of 1933, as amended (the "Securities Act"). SECTION 3. Description of Bonds. The Company proposes to issue and sell the Bonds under its Mortgage and Deed of Trust, dated as of April 1, 1944, with Bank of Montreal Trust Company (successor to The Chase Manhattan Bank (National Association)), as Corporate Trustee, (the "Corporate Trustee"), and Mark F. McLaughlin (successor to Z. George Klodnicki), as Co-Trustee (the "Co- Trustee", and, together with the Corporate Trustee, the "Trustees"), as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, and as it will be further amended and supplemented by the Fifty-thirdsecond Supplemental Indenture, dated as of March 1, 19998 (the "Supplemental Indenture"). Said Mortgage and Deed of Trust as so amended and supplemented is hereinafter referred to as the "Mortgage." The Bonds and the Supplemental Indenture shall have the terms and provisions described in the Prospectus (defined below), provided that subsequent to the date hereof and prior to the Closing Date the form of the Supplemental Indenture may be amended by mutual agreement between the Company and the Underwriters. SECTION 4. Representations and Warranties of the Company. The Company represents and warrants, and covenants and agrees, that: (a) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 33-39221) (the "1991 Registration Statement") for the registration of $200,000,000 aggregate par value of the Company's Preferred Stock, Cumulative, $25 Par Value, and the Company's Preferred Stock, Cumulative, $100 Par Value (collectively, the "Preferred Stock") under the Securities Act and the 1991 Registration Statement has become effective. The Company has also filed with the Commission a registration statement (File No. 33-46085) (the "1992 Registration Statement") for the registration of $325,000,000 aggregate principal amount of the Company's First Mortgage Bonds (the "First Mortgage Bonds") under the Securities Act (relating to $500,000,000 aggregate principal amount of First Mortgage Bonds), and the 1992 Registration Statement has become effective. While $28,000,000 aggregate par value of Preferred Stock remained unsold under the 1991 Registration Statement and $131,000,000 aggregate principal amount of First Mortgage Bonds remained unsold under the 1992 Registration Statement, the Company also filed with the Commission a registration statement on Form S-3 (File No. 33-50937) (the "1993 Registration Statement") for the registration of $210,000,000 aggregate par value and/or aggregate principal amount of the Company's Preferred Stock, Cumulative, $25 Par Value, and the Company's Preferred Stock, Cumulative, $100 Par Value (collectively, the "Preferred Stock")Preferred Stock and/or of the Company's First Mortgage Bonds (the "First Mortgage Bonds")First Mortgage Bonds under the Securities Act of 1933, as amended (the "Securities Act"), and the 1993 such Registration Statement has become effective. The Company qualifies for use of Form S-3 for the registration of the Bonds, and the Bonds are registered under the Securities Act. The combined prospectus forming a part of the 1993 Rregistration Sstatement and relating, pursuant to Rule 429 under the Securities Act, to $369,000,000 aggregate par value and/or aggregate principal amount of the Preferred Stock and/or First Mortgage Bonds ($254139,000,000 aggregate par value and/or aggregate principal amount of Preferred Stock and/or First Mortgage Bonds remain unsold), including the Bonds, at the time such the 1993 Rregistration Sstatement (or the most recent amendment thereto filed prior to the time of effectiveness of this Underwriting Agreement) became effective, including all documents incorporated by reference therein at that time pursuant to Item 12 of Form S-3, is hereinafter referred to as the "Basic Prospectus". In the event that (i) the Basic Prospectus shall have been amended, revised or supplemented (but excluding any supplements to the Basic Prospectus relating solely to First Mortgage Bonds other than the Bonds or relating solely to shares of Preferred Stock) prior to or as of the time of effectiveness of this Underwriting Agreement, including without limitation by any preliminary prospectus supplement relating to the Bonds, or (ii) the Company shall have filed documents pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the time the 1993such Rregistration Sstatement became effective and prior to the time of effectiveness of this Underwriting Agreement (but excluding documents incorporated therein by reference relating solely to First Mortgage Bonds other than the Bonds or relating solely to shares of Preferred Stock), which are deemed to be incorporated by reference in the Basic Prospectus pursuant to Item 12 of Form S-3, the term "Basic Prospectus" as used herein shall also mean such prospectus as so amended, revised or supplemented and reflecting such incorporation by reference. The 1991 Registration Statement, the 1992 Registration Statement and the 1993 Such Rregistration Sstatement each in the form in which ithey became effective and as it may have been amended by all amendments thereto as of the time of effectiveness of this Underwriting Agreement (including, for these purposes, as an amendment any document incorporated by reference in the Basic Prospectus), and the Basic Prospectus as it shall be supplemented to reflect the terms of the offering and sale of the Bonds by a prospectus supplement (a "Prospectus Supplement") to be filed with the Commission pursuant to Rule 424(b) under the Securities Act ("Rule 424(b)"), are hereinafter referred to, collectively, as the "Registration Statements" and the "Prospectus," respectively. (b)(i) After the time of effectiveness of this Underwriting Agreement and during the time specified in Section 7(d), the Company will not file any amendment to any of the Registration Statements or any supplement to the Prospectus (except any amendment or supplement relating solely to First Mortgage Bonds other than the Bonds or relating solely to shares of Preferred Stock), and (ii) between the time of effectiveness of this Underwriting Agreement and the Closing Date, the Company will not file any document that is to be incorporated by reference in, or any supplement to, the Prospectus, in either case, without prior notice to the Underwriters and to Winthrop, Stimson, Putnam & Roberts ("Counsel for the Underwriters"), or any such amendment or supplement to which said Counsel shall reasonably object on legal grounds in writing. For purposes of this Underwriting Agreement, any document that is filed with the Commission after the time of effectiveness of this Underwriting Agreement and incorporated by reference in the Prospectus (except documents incorporated by reference relating solely to First Mortgage Bonds other than the Bonds or relating solely to shares of Preferred Stock) pursuant to Item 12 of Form S-3 shall be deemed a supplement to the Prospectus. (c) The Registration Statements, at their respective Effective Dates (as defined below), and the Mortgage, at such time, fully complied, and the Prospectus, when delivered to the Underwriters for their use in making confirmations of sales of the Bonds and at the Closing Date, as it may then be amended or supplemented, will fully comply, in all material respects with the applicable provisions of the Securities Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder or pursuant to said rules and regulations did or will be deemed to comply therewith. The documents incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, on the date filed with the Commission pursuant to the Exchange Act, fully complied or will fully comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations of the Commission thereunder or pursuant to said rules and regulations did or will be deemed to comply therewith. With respect to any of the Registration Statements, oOn the later of (i) the date suchthe Registration Statement or the most recent post-effective amendment thereto (but excluding any post-effective amendment relating solely to First Mortgage Bonds other than the Bonds or relating solely to shares of Preferred Stock) was declared effective by the Commission under the Securities Act and (ii) the date that the Company's most recent Annual Report on Form 10-K was filed with the Commission under the Exchange Act (the date described in either clause (i) or (ii) is hereinafter referred to as the "Effective Date"), suchthe Registration Statement did not, and on the date that any post-effective amendment to such Registration Statement became or becomes effective (but excluding any post-effective amendment relating solely to First Mortgage Bonds other than the Bonds or relating solely to shares of Preferred Stock), such Registration Statement, as amended by any such post- effective amendment, did not or will not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the time the Prospectus is delivered to the Underwriters for their use in making confirmations of sales of the Bonds and at the Closing Date, the Prospectus, as it may then be amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they shall have beenare made, not misleading and, on said dates and at such times, the documents then incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, when read together with the Prospectus, or the Prospectus, as it may then be amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they shall have beenare made, not misleading. The foregoing representations and warranties in this Section 4(c) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company by or through the Representative or on behalf of any Underwriter specifically for use in connection with the preparation of the Registration Statements or the Prospectus, as they may be then amended or supplemented, or to any statements in or omissions from the statements of eligibility of the Trustees on Form T-1 and Form T-2, as they may then be amended, under the Trust Indenture Act filed as exhibits to the Registration Statements (the "Statements of Eligibility"). (d) The consummation by the Company of the transactions herein contemplated and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is now a party. SECTION 5. Offering. Forthwith upon the execution of this Underwriting Agreement, the Representative, acting on behalf of the Underwriters, shall advise the Company whether a public offering of the Bonds is to be made, and, if so, shall furnish to the Company (which information shall be confirmed in writing as soon as practicable thereafter) (a) the information with respect to such reoffering of the Bonds and related matters which is required to complete the Prospectus Supplement or any post- effective amendment to any of the Registration Statements which may be required and a copy of any "agreement among underwriters", (b) if a post-effective amendment to any of the Registration Statements is required, a consent, if necessary, to the filing of such post-effective amendment or an acceptable power-of-attorney authorizing an available individual to sign the consent on its behalf, and (c) such further information, if any, as may be required to be furnished by the Company under the Public Utility Holding Company Act of 1935, as amended (the "Holding Company Act"). Such information and such power-of-attorney may be provided by telecopier (in the case of such power-of-attorney, followed promptly by an executed copy). Nothing in this Underwriting Agreement shall be construed to require that the Underwriters make any such public offering on a "fixed price" basis; and the Representative agrees to notify the Company in writing of any change in the plan of distribution of the Bonds which would require a supplement to the Prospectus or an amendment to any of the Registration Statements. SECTION 6. Time and Place of Closing. Delivery of the Bonds and payment of the purchase price therefor by wire transfer of immediately available funds shall be made at the offices of Thelen Reid & Priest LLP, 40 West 57th Street, New York, New York, at 10:00 A.M., New York time, on March 30, 199926, 1998 or at such other place, time and/or date as the Representative and the Company may agree upon in writing or as may be established in accordance with the second succeeding paragraph. The hour and date of such delivery and payment are herein called the "Closing Date". The Bonds shall be delivered to the Underwriters only in book- entry form through the facilities of The Depository Trust Company in New York, New York. The certificate for the Bonds shall be in the form of one typewritten global bond in fully registered form, in the aggregate principal amount of the Bonds, and registered in the name of Cede & Co., as nominee of The Depository Trust Company. The Company agrees to make the Bonds available to the Representative 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 among the Representative and the Company, or at such other time and/or date as may be agreed upon among the Representative and the Company. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Bonds which it has agreed to purchase and pay for hereunder, the Company shall immediately give notice to the Representative of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice by the Representative to determine to purchase, or to procure one or more others, members of the National Association of Securities Dealers, Inc. ("NASD") (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), and satisfactory to the Company, to purchase, upon the terms herein set forth, the principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, the Representative shall give written notice to the Company of such determination within 24 hours after it shall have received notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. If in the event of such a default the Representative shall fail to give such notice, or shall within such 24 hour period give written notice to the Company that no other Underwriter or Underwriters, or others, will exercise such right, then this Underwriting Agreement may be terminated by the Company, upon like notice given to the Representative, within a further period of 24 hours. If in such case the Company shall not elect to terminate this Underwriting Agreement, it shall have the right, irrespective of such default: (a) to require such non-defaulting Underwriters to purchase and pay for the respective principal amounts of Bonds that they had severally agreed to purchase hereunder, as hereinabove provided, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth (1/9) of the respective principal amounts of Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Representative within such further period of 24 hours, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. Any action taken by the Company under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement. Termination of this Underwriting Agreement by the Company under this Section 6 shall be without any liability on the part of the Company or any non-defaulting Underwriter, except as otherwise provided in paragraph (h) of Section 7 and in Section 10. In the computation of any period of 24 hours referred to in this Section 6, there shall be excluded a period of 24 hours in respect of each Saturday, Sunday or legal holiday which would otherwise be included in such period of time. SECTION 7. Covenants of the Company. The Company covenants and agrees: (a) To deliver to the Representative a conformed copy of the 1993 Registration Statement in the form in which it became effective and of all amendments thereto relating to the Bonds. (b) To deliver to the Underwriters, through the Representative, as many copies of the Prospectus as the Representative may reasonably request. (c) To cause the Prospectus to be filed with the Commission pursuant to and in compliance with Rule 424(b), and advise the Representative promptly of the issuance of any stop order under the Securities Act with respect to any of the Registration Statements or the institution of any proceedings therefor of which the Company shall have received notice. The Company will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof if issued. (d) During such period of time (not exceeding nine months) after the Prospectus has been filed with the Commission pursuant to Rule 424(b) as the Underwriters are required by law to deliver a prospectus, if any event relating to or affecting the Company or of which the Company shall be advised in writing by the Representative shall occur which in the Company's opinion should be set forth in a supplement or amendment to the Prospectus in order to make the statements therein not misleading in the light of the circumstances when the Prospectus is delivered to a purchaser of the Bonds, to amend or supplement the Prospectus by either (i) preparing and filing with the Commission and furnishing to the Representative at the Company's expense a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Prospectus or (ii) making an appropriate filing pursuant to Section 13, 14 or 15(d) of the Exchange Act, which will supplement or amend the Prospectus so that, as supplemented or amended, it will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser of the Bonds, not misleading; provided that should such event relate solely to the activities of any of the Underwriters, then the Underwriters shall assume the expense of preparing any such amendment or supplement. In case any Underwriter is required to deliver a prospectus after the expiration of nine months from the date the Prospectus is filed with the Commission pursuant to Rule 424(b), the Company, upon the request of the Representative, will furnish to the Representative, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus or supplements or amendments to the Prospectus complying with Section 10(a) of the Securities Act. (e) During the period of time specified in Section 7(d), the Company agrees to file promptly all documents required to be filed with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. (f) To make generally available to its security holders as soon as practicable an earning statement (which need not be audited) in reasonable detail covering a period of at least twelve months beginning after the "effective date of the registration statement" within the meaning of Rule 158 under the Securities Act, which earning statement shall be in such form, and be made generally available to security holders in such a manner, as to comply with the requirements of Section 11(a) of the Securities Act and Rule 158 promulgated under the Securities Act. (g) At any time within six months of the date hereof, to furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue-sky laws of such jurisdictions as the Representative may reasonably designate, provided that the Company shall not be required to qualify as a foreign corporation or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or to meet any other requirements deemed by the Company to be unduly burdensome. (h) Except as herein otherwise provided, to pay all expenses and taxes (except transfer taxes) in connection with (i) the preparation and filing by it of any of the Registration Statements, (ii) the issuance and delivery of the Bonds, (iii) the preparation, execution, filing and recording of the Supplemental Indenture, (iv) the qualification of the Bonds under the blue-sky laws of various jurisdictions up to a maximum cost to it for qualification and related legal fees of $3,500, and (v) the typing, printing and delivery to the Underwriters, through the Representative, of reasonable quantities of copies of the 1993 Registration Statement and the Prospectus, and any amendment or supplement thereto, except as otherwise provided in paragraph (d) of this Section 7, and any blue-sky survey. Except as provided above, the Company shall not be required to pay any amount for any expenses of the Representative or any of the Underwriters, except that, if this Underwriting Agreement shall be terminated in accordance with the provisions of Section 8, 9 or 11, the Company will reimburse the Representative for (i) the reasonable fees and disbursements of Counsel for the Underwriters, whose fees and disbursements the Underwriters agree to pay in any other event, and (ii) their reasonable out-of-pocket expenses, in an amount not exceeding $5,000, incurred in contemplation of the performance of this Underwriting Agreement. The Company shall not in any event be liable to any of the Underwriters for damages on account of loss of anticipated profits. (i) Not to sell any additional First Mortgage Bonds without the consent of the Representative until the earlier to occur of (i) the Closing Date or (ii) in the case of an initial public offering at a fixed price by the Underwriters, the date of the termination of the fixed price offering restrictions applicable to the Underwriters. The Representative agrees to notify the Company of such termination if it occurs prior to the Closing Date. (j) As soon as practicable after the Closing Date, the Company will make all recordings, registrations and filings necessary to perfect and preserve the lien of the Mortgage and the rights under the Supplemental Indenture, and the Company will use its best efforts to cause to be furnished to the Underwriters a supplemental opinion of counsel for the Company, addressed to the Underwriters, stating that all such recordings, registrations and filings have been made. SECTION 8. Conditions of Underwriters' Obligations. The obligations of the Underwriters to purchase and pay for the Bonds shall be subject to the accuracy of the representations and warranties made herein on the part of the Company and to the following conditions: (a) The Prospectus shall have been transmitted for filing to the Commission pursuant to Rule 424(b) prior to 5:30 P.M., New York time, on the second business day following the date of this Underwriting Agreement, or such other time and date as may be agreed upon by the Company and the Representative. (b) No stop order suspending the effectiveness of any of the Registration Statements shall be in effect at or prior to the Closing Date and no proceedings for that purpose shall be pending before or threatened by the Commission on the Closing Date; and at the Closing Date the Representative shall have received a certificate, dated the Closing Date and signed by an officer of the Company, to the effect that no such stop order has been or is in effect and that no proceedings for such purpose are pending before, or to the knowledge of the Company threatened by, the Commission. (c) At the Closing Date, there shall have been issued and there shall be in full force and effect, to the extent legally required for the issuance and sale of the Bonds, an order of the Commission under the Holding Company Act authorizing the issuance and sale of the Bonds by the Company on the terms set forth in, or contemplated by, this Underwriting Agreement. (d) At the Closing Date, the Underwriters shall have received from Denise C. Redmann, Esq., Senior CounselAttorney - Corporate and Securities of Entergy Services, Inc., and Thelen Reid & Priest LLP, opinions, dated the Closing Date, substantially in the forms set forth in Exhibits A and B hereto, respectively, (i) with such changes therein as may be agreed upon by the Company and the Representative with the approval of Counsel for the Underwriters, and (ii) if the Prospectus shall be supplemented after being filed with the Commission pursuant to Rule 424(b), with changes therein to reflect such supplementation. (e) At the Closing Date, the Representative shall have received from PricewaterhouseCoopers & Lybrand L.L.P. (the "Accountants") a letter (with a conformed copy for each of the Underwriters) to the effect that (i) they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the financial statements and financial statement schedules audited by them and included or incorporated by reference in the Prospectus comply as to form in all material respects with the related accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations thereunder; (iii) on the basis of performing the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 71, Interim Financial Information, on the latest available unaudited financial statements, if any, included or incorporated by reference in the Prospectus, a reading of the latest available interim unaudited financial statements of the Company, the minutes of the meetings of the Board of Directors, the Executive Committee thereof, if any, and the stockholder of the Company since the close of the most recent fiscal year for which audited financial statements are available to a specified date not more than five business days prior to the Closing Date and inquiries of officials of the Company who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an examination made in accordance with generally accepted auditing standards and they would not necessarily reveal matters of significance with respect to the comments made in such letter, and accordingly, that the Accountants make no representation as to the sufficiency of such procedures for the several Underwriters' purposes), nothing has come to their attention which caused them to believe that (A) the unaudited financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related rules and regulations thereunder; (B) any material modifications should be made to said unaudited financial statements for them to be in conformity with generally accepted accounting principles; and (C) at a specified date not more than five business days prior to the Closing Date there was any change in the capital stock or long-term debt of the Company, or decrease in its net assets, in each case as compared with amounts shown in the most recent balance sheet incorporated by reference in the Prospectus, except in all instances for changes or decreases which the Prospectus discloses have occurred or may occur, for declarations of dividends, for the repayment or redemption of long-term debt, for the amortization of premium or discount on long-term debt, for the redemption or purchase of preferred stock for sinking fund purposes, for any increases in long-term debt in respect of previously issued pollution control, industrial development or solid waste disposal revenue bonds, or for changes or decreases as set forth in such letter, identifying the same and specifying the amount thereof; and (iv) stating that they have compared specific dollar amounts, percentages of revenues and earnings and other financial information pertaining to the Company (x) set forth in the Prospectus, and (y) set forth in documents filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act as specified in Exhibit C hereto, in each case, to the extent that such amounts, numbers, percentages and information may be derived from the general accounting records of the Company, and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter, and found them to be in agreement. (f) At the Closing Date, the Representative shall have received a certificate of the Company, dated the Closing Date and signed by an officer of the Company, to the effect that (i) the representations and warranties of the Company contained herein are true and correct, (ii) the Company has performed and complied with all agreements and conditions in this Underwriting Agreement to be performed or complied with by the Company at or prior to the Closing Date and (iii) since the most recent date as of which information is given in the Prospectus, as it may be amended or supplemented, there has not been any material adverse change in the business, property or financial condition of the Company and there has not been any material transaction entered into by the Company, other than transactions in the ordinary course of business, in each case other than as referred to in, or contemplated by, the Prospectus, as it may be amended or supplemented. (g) All legal proceedings to be taken in connection with the issuance and sale of the Bonds shall have been reasonably satisfactory in form and substance to Counsel for the Underwriters. If any of the conditions specified in this Section 8 shall not have been fulfilled, the Underwriting Agreement may be terminated by the Representative with the consent of Underwriters, who may include the Representative, which have agreed to purchase in the aggregate 50% or more of the principal amount of the Bonds, 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 (h) of Section 7 and in Section 10. SECTION 9. Conditions of Company's Obligations. The obligations of the Company hereunder shall be subject to the following conditions: (a) The Prospectus shall have been filed with the Commission pursuant to and in compliance with Rule 424(b). (b) No stop order suspending the effectiveness of any of the Registration Statements shall be in effect at or prior to the Closing Date, and no proceedings for that purpose shall be pending before, or threatened by, the Commission on the Closing Date. (c) At the Closing Date, there shall have been issued and there shall be in full force and effect, to the extent legally required for the issuance and sale of the Bonds an order of the Commission under the Holding Company Act authorizing the issuance and sale of the Bonds by the Company on the terms set forth in, or contemplated by, this Underwriting Agreement. In case any of the conditions specified in this Section shall not have been fulfilled, the Underwriting Agreement may be terminated by the Company upon notice thereof to the Representative. Any such termination shall be without liability of any party to any other party, except as otherwise provided in paragraph (h) of Section 7 and in Section 10. SECTION 10. Indemnification. (a) The Company shall indemnify, defend and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or any other statute or common law and shall reimburse each such Underwriter and controlling person for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Basic Prospectus (if used prior to the date that the Prospectus is filed with the Commission pursuant to Rule 424(b)), or in the Registration Statements or the Prospectus, as amended or supplemented (if any amendments or supplements thereto shall have been made), or in the Company's latest available Annual Report on Form 10-K if portions thereof are incorporated by reference, directly or indirectly, in the Basic Prospectus (if used prior to the date that the Prospectus is filed with the Commission pursuant to Rule 424(b)), the Registration Statements or the Prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading; provided, however, that the indemnity agreement contained in this paragraph shall not apply to any such losses, claims, damages, liabilities, expenses or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or through the Representative on behalf of any Underwriter for use in connection with the preparation of the Registration Statements, the Basic Prospectus (if used prior to the date that the Prospectus is filed with the Commission pursuant to Rule 424(b)) or the Prospectus or any amendment or supplement to either thereof, or arising out of, or based upon, statements in or omissions from the Statements of Eligibility; and provided further, that the indemnity agreement contained in this paragraph shall not inure to the benefit of any Underwriter or of any person controlling any Underwriter on account of any such losses, claims, damages, liabilities, expenses or actions arising from the sale of Bonds to any person if there shall not have been given or sent to such person on behalf of such Underwriter (i) with or prior to the written confirmation of the sale to such person a copy of the Prospectus as then amended or supplemented (exclusive for this purpose of any amendment or supplement relating solely to any offering of First Mortgage Bonds that are not included in the Bonds or relating solely to any offering of Preferred Stock and of any document incorporated by reference pursuant to Item 12 of Form S-3) and (ii) as soon as available after such written confirmation a copy of any amendment or supplement to the Prospectus (exclusive for this purpose of any document incorporated by reference pursuant to Item 12 of Form S-3) which the Company shall thereafter furnish, pursuant to Section 7(d) hereof, relating to an event occurring prior to the payment for and delivery to such person of the Bonds involved in such sale. The indemnity agreement of the Company contained in this Section and the representations and warranties of the Company contained in Section 4 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any such controlling person, and shall survive the delivery of the Bonds. (b) Each Underwriter shall indemnify, defend and hold harmless the Company, its directors and officers, each other Underwriter, and each person who controls any of the foregoing within the meaning of Section 15 of the Securities Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or any other statute or common law and shall reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages, or liabilities or in connection with defending any action, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statements, the Basic Prospectus (if used prior to the date that the Prospectus is filed with the Commission pursuant to Rule 424(b)) or the Prospectus, as amended or supplemented (if any amendments or supplements thereto shall have been furnished), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformity in the light of the circumstances under which they were made with written information furnished to the Company by or through the Representative on behalf of such Underwriter for use in connection with the preparation of the Registration Statements, such Basic Prospectus or the Prospectus or any amendment or supplement to either thereof. The indemnity agreement of the respective Underwriters contained in this paragraph shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Company, its directors or officers, any such Underwriter, or any such controlling person, and shall survive the delivery of the Bonds. (c) The Company and the several Underwriters each shall, upon the receipt of notice of the commencement of any action against it or any person controlling it as aforesaid, in respect of which indemnity may be sought on account of any indemnity agreement contained herein, promptly give written notice of the commencement thereof to the party or parties against whom indemnity shall be sought hereunder, but the omission so to notify the indemnifying party or parties of any such action shall not relieve the indemnifying party or parties from any liability which it or they may have to the indemnified party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, the indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume (in conjunction with any other indemnifying parties) the defense of the action, in which event the defense shall be conducted by counsel chosen by such indemnifying party or parties and satisfactory to the indemnified party or parties who shall be a defendant or defendants in the action, and the indemnified defendant or defendants shall bear the fees and expenses of any additional counsel retained by them; but if the indemnifying party shall elect not to assume the defense of the action, the indemnifying party will reimburse the indemnified party or parties for the reasonable fees and expenses of any counsel retained by the indemnified party or parties. SECTION 11. Termination. This Underwriting Agreement may be terminated at any time prior to the Closing Date by the Representative with the consent of Underwriters, who may include the Representative, which have agreed to purchase in the aggregate 50% or more of the principal amount of the Bonds, if, prior to such time, (i) trading in securities on the New York Stock Exchange shall have been generally suspended, (ii) minimum or maximum ranges for prices shall have been generally established on the New York Stock Exchange by the New York Stock Exchange, the Commission or other governmental authority, (iii) a general banking moratorium shall have been declared by federal or New York State authorities or (iv) in the reasonable judgment of the Representative, the subject matter of any amendment or supplement (prepared by the Company) to the Basic Prospectus, any of the Registration Statements or the Prospectus (except for information relating to the public offering of the Bonds or to the activity of any Underwriter or Underwriters or to shares of Preferred Stock) filed or issued after the effectiveness of this Underwriting Agreement by the Company shall have materially impaired the marketability of the Bonds. Any termination hereof pursuant to this Section 11 shall be without liability of any party to any other party, except as otherwise provided in paragraph (h) of Section 7 and in Section 10. SECTION 12. Miscellaneous. This Underwriting Agreement and the Bonds to be sold hereunder shall be New York contracts and their validity and interpretation shall be governed by the law of the State of New York. This Underwriting Agreement shall inure to the benefit of the Company, the Underwriters and, with respect to the provisions of Section 10, each director, officer and controlling person referred to in Section 10, and their respective successors. Nothing herein is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of any provision in this Underwriting Agreement. The term "successor" as used in this Underwriting Agreement shall not include any purchaser, as such purchaser, of any of the Bonds from any of the Underwriters. SECTION 13. Notices. All communications hereunder shall be in writing and, if to the Underwriters, shall be mailed or delivered to the Representative at the address set forth forth at the beginning ofon the signature page of this Underwriting Agreement to the attention of its General Counsel, or if to the Company, shall be mailed or delivered to it care of: Entergy Services, Inc., 639 Loyola Avenue, New Orleans, Louisiana, 70113 Attention: Treasurer. The stated interest rate to be borne by the Bonds and the price to be paid to the Company therefor (stated as a percentage of the principal amount of the Bonds), exclusive of plus, if set forth below, accrued interest to be paid to the Company at such rate from the date so specifiedfirst day of the month in which the Bonds are issued to the Closing Date, in each case are set forth below. If said interest rate and price and the foregoing Underwriting Agreement are in accordance with your understanding of our agreement, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between the Company and the several Underwriters in accordance with its terms. We have submitted this Underwriting Agreement in duplicate with Schedule I filled in. Very truly yours, As Representative(s) of the Underwriters Salomon Smith Barney Inc. By: Address of Representative: 388 Greenwich St. 32nd Floor New York, NY 10013 Principal amount: $75,000,000 Date of maturity: March 1, 2002 Stated interest rate (a multiple of 0.125% (1/8th of 1%) or a multiple of 0.01% (1/100th of 1%)): 5.80% Date interest accrues from: March 30, 1999 Price to Company (must be within the range designated by the Company in its Notice to prospective purchasers): 99.588% _________________________________________________________________ The foregoing Underwriting Agreement is hereby accepted as of the date set forth below. ENTERGY LOUISIANA, INC. By: _________________________ Steven C. McNeal Dated: SCHEDULE I Entergy Louisiana, Inc. First Mortgage Bonds Principal Amount Name of Underwriter of Bonds Salomon Smith Barney Inc. $37,500,000 Prudential Securities $37,500,000 Incorporated ----------- Total $75,000,000 =========== EXHIBIT A March __ , 19998 [ADDRESSEE(S)] 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 dated March __, 19998 (the "Underwriting Agreement"), between the Company and you, of $____________ aggregate principal amount of its First Mortgage Bonds ____ % Series due March 1, _____ (the "Bonds"), issued pursuant to the Company's Mortgage and Deed of Trust, dated as of April 1, 1944, with Bank of Montreal Trust Company (successor to The Chase Manhattan Bank (National Association)), as Corporate Trustee (the "Corporate Trustee"), and Mark F. McLaughlin (successor to Z. George Klodnicki), as Co- Trustee, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including the Fifty- thirdsecond Supplemental Indenture, dated as of March 1, 19998 (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 my capacity as such counsel, I have either participated in the preparation of or have examined and am familiar with: (a) the Company's Restated Articles of Incorporation and By-Laws, each as amended; (b) the Underwriting Agreement; (c) the Mortgage; (d) the Registration Statements 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 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 Trustee 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 and the conformity to the originals of all documents submitted to me as copies. In making my examination of documents and instruments executed or to be executed by persons other than the Company, I have assumed that each such other person had the requisite power and authority to enter into and perform fully its obligations thereunder, the due authorization by each such other person for the execution, delivery and performance thereof by such person, and the due execution and delivery by or on behalf of such person of each such document and instrument. In the case of any such other person that is not a natural person, I have also assumed, insofar as it is relevant to the opinions set forth below, that each such other person is duly organized, validly existing and in good standing under the laws of the jurisdiction in which such other person was created, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon the ability of such other person to execute, deliver and/or perform such other person's obligations under any such document or instrument. I have further assumed that each document, instrument, agreement, record and certificate reviewed by me for purposes of rendering the opinions expressed below has not been amended by oral agreement, conduct or course of dealing of the parties thereto, although I have no knowledge of any facts or circumstances that could give rise to such amendment. As to questions of fact material to the opinions expressed herein, I have relied upon certificates and representations of officers of the Company (including but not limited to those contained in the Underwriting Agreement, the Supplemental Indenture 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 Supplemental Indenture, in the preparation of the Registration Statements 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. In rendering the opinions 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 aggregate 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: (1) The Company is duly organized and validly existing as a corporation in good standing under the laws of the State of Louisiana, has due corporate power and authority to conduct the business that it is described as conducting in the Prospectus and to own and operate the properties owned and operated by it in such business and is duly qualified to conduct such business in the State of Louisiana. (2) The Company has good and sufficient title to the properties described as owned by it in and as subject to the lien of the Mortgage (except properties released under the terms of the Mortgage), subject only to Excepted Encumbrances as defined in the Mortgage and to minor defects and encumbrances customarily found in properties of like size and character that do not materially impair the use of such properties by the Company. The description of such properties set forth in the Mortgage is adequate to constitute the Mortgage as a lien thereon; and subject to paragraph (3) hereof, the Mortgage, subject only to such minor defects and Excepted Encumbrances, constitutes a valid, direct and first mortgage lien upon said properties, which include substantially all of the permanent physical properties and franchises of the Company (other than those expressly excepted). All permanent physical properties and franchises (other than those expressly excepted) acquired by the Company after the date of the Supplemental Indenture will, upon such acquisition, become subject to the lien of the Mortgage, subject, however, to such Excepted Encumbrances and to liens, if any, existing or placed thereon at the time of the acquisition thereof by the Company and except as limited by bankruptcy law. (3) It will be necessary to record the Supplemental Indenture in all the Parishes in Louisiana in which the Company owns property and to file with the Recorder of Mortgages for the Parish of Orleans, Louisiana, a Louisiana Form UCC-3 amending UCC File No. 36-58323 to include the Supplemental Indenture before the liens created by the Supplemental Indenture become effective as to and enforceable against third parties. However, all permanent physical properties and franchises of the Company (other than those expressly excepted in the Mortgage) presently owned by the Company are subject to the lien of the Mortgage, subject to minor defects and Excepted Encumbrances of the character referred to in paragraph (2) hereof. (4) The Mortgage has been duly and validly authorized by all necessary corporate action on the part of the Company, has been duly and validly executed and delivered by the Company, is a legal, valid and binding instrument of the Company enforceable against the Company in accordance with its terms, except (i) as may be limited by the laws of the State of Louisiana, where the property covered thereby is located, affecting the remedies for the enforcement of the security provided for therein, which laws do not, in my opinion, make inadequate remedies necessary for the realization of the benefits of such security, and (ii) as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and general equitable principles (regardless of whether considered in a proceeding in equity or at law) and is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to my knowledge, threatened by the Commission. (5) The Bonds have been duly and validly authorized by all necessary corporate action on the part of the Company and are legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (regardless of whether considered in a proceeding in equity or at law) and are entitled to the benefit of the security afforded by the Mortgage. (6) The statements made in the Prospectus and the Prospectus Supplement under the captions "Description of New Bonds" and "Description of the New Bonds," respectively, insofar as they purport to constitute summaries of the documents referred to therein, or of the benefits purported to be afforded by such documents (including, without limitation, the lien of the Mortgage), constitute accurate summaries of the terms of such documents and of such benefits in all material respects. (7) The Underwriting Agreement has been duly authorized, executed and delivered by the Company. (8) Except as to the financial statements and other financial or statistical data included or incorporated by reference therein, upon which I do not pass, the Registration Statements, at their respective Effective Dates, and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b), complied as to form in all material respects with the applicable requirements of the Securities Act and (except with respect to the Statements of Eligibility, upon which I do not pass) the Trust Indenture Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; and, with respect to the documents or portions thereof filed with the Commission pursuant to the Exchange Act, and incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, such documents or portions thereof, on the date filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; the Registration Statements hashave become, and on the date hereof isare, effective under the Securities Act; and, to the best of my knowledge, no stop order suspending the effectiveness of any of the Registration Statements has been issued and no proceedings for that purpose are pending or threatened under Section 8(d) of the Securities Act. (9) An appropriate order has been entered by the Commission under the Holding Company Act authorizing the issuance and sale of the Bonds by the Company; to the best of my knowledge, said order is in full force and effect; no further approval, authorization, consent or other order of any governmental body (other than under the Securities Act or the Trust Indenture Act, which have been duly obtained, or in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction) is legally required to permit the issuance and sale of the Bonds by the Company pursuant to the Underwriting Agreement; and no further approval, authorization, consent or other order of any governmental body is legally required to permit the performance by the Company of its obligations with respect to the Bonds or under the Mortgage and the Underwriting Agreement. (10) The issuance and sale by the Company of the Bonds and the execution, delivery and performance by the Company of the Underwriting Agreement and the Mortgage (a) will not violate any provision of the Company's Restated Articles of Incorporation or By-Laws, each as amended, (b) will not violate any provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance on or security interest in (except as contemplated by the Mortgage) any of the assets of the Company pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking known to me (having made due inquiry with respect thereto) to which the Company is a party or which purports to be binding upon the Company or upon any of its assets, and (c) will not violate any provision of any law or regulation applicable to the Company or, to the best of my knowledge (having made due inquiry with respect thereto), any provision of any order, writ, judgment or decree of any governmental instrumentality applicable to the Company (except that various consents of, and filings with, governmental authorities may be required to be obtained or made, as the case may be, in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction). In connection with the preparation by the Company of the Registration Statement and the Prospectus, I have had discussions with certain officers, employees and representatives of the Company and of Entergy Services, Inc., with other counsel for the Company, and with the independent certified public accountants of the Company who examined certain of the financial statements included or incorporated by reference in the Registration Statement. My examination of the Registration Statements and the Prospectus and my discussions did not disclose to me any information which gives me reason to believe that the the Registration Statements, at their respective Effective Dates, 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 oftransmitted for filing towith 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. I do not express any opinion or belief as to the financial statements or other financial or statistical data included or incorporated by reference in the Registration Statements or the Prospectus, as to the Statements of Eligibility or as to the information contained in the Prospectus under the caption "Book Entry Securities." I have examined the portions of the information contained in the Prospectus that are stated therein to have been made on my authority, and I believe such information to be correct. I have examined the opinions of even date herewith rendered to you by Thelen Reid & Priest LLP and Winthrop, Stimson, Putnam & Roberts, and concur in the conclusions expressed therein insofar as they involve questions of Louisiana law. With respect to the opinions set forth in paragrahsparagraphs (4) and (5) 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 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 Louisiana Bar and, for purposes of this opinion, do not hold myself out as an expert on the laws of any jurisdiction other than the State of Louisiana and the United States of Americaother state. As to all matters of New York law, I have relied, with your approval, upon the opinion of even date herewith addressed to you by Thelen Reid & Priest LLP of New York, New York. The opinion set forth above is solely for the benefit of the addressees of this letter 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 Winthrop, Stimson, Putnam & Roberts 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, Denise C. Redmann Senior CounselAttorney Corporate and Securities EXHIBIT B [Letterhead of Thelen Reid & Priest LLP] March __, 19998 [Addressee(s)] Ladies and Gentlemen: We, together with Denise C. Redmann, Senior CounselAttorney- Corporate & Securities of Entergy Services, Inc., have acted as counsel for Entergy Louisiana, Inc. (the "Company") in connection with the issuance and sale to you pursuant to the Underwriting Agreement, effective March __, 19998 (the "Underwriting Agreement"), between the Company and you, of $_______________$115,000,000 aggregate principal amount of its First Mortgage Bonds, % Series due March 1, __ (the "Bonds") issued pursuant to the Company's Mortgage and Deed of Trust, dated as of April 1, 1944 with Bank of Montreal Trust Company (successor to The Chase Manhattan Bank (National Association)), as Corporate Trustee (the "Corporate Trustee") and Mark F. McLaughlin (successor to Z. George Klodnicki) as Co-Trustee (the "Co-Trustee" and, together with the Corporate Trustee, the "Trustees"), as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including the Fifty-ThirdSecond Supplemental Indenture, dated as of March 1, 19998 (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 Restated Articles of Incorporation and By-Laws, each as amended; (b) the Underwriting Agreement; (c) the Mortgage; (d) the Registration Statements 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 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. 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. 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: (1) The Mortgage has been duly and validly authorized by all necessary corporate action on the part of the Company, has been duly and validly executed and delivered by the Company, is a legal, valid and binding instrument of the Company enforceable against the Company in accordance with its terms, except (i) as may be limited by the laws of the State of Louisiana, where the property covered thereby is located, affecting the remedies for the enforcement of the security provided for therein, and (ii) as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and general equitable principles (regardless of whether considered in a proceeding in equity or at law) and is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to our knowledge, threatened by the Commission. (2) The Bonds have been duly and validly authorized by all necessary corporate action on the part of the Company and are legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) and are entitled to the benefit of the security afforded by the Mortgage. (3) The statements made in the Prospectus and the Prospectus Supplement under the captions "Description of New Bonds" and "Description of the New Bonds", respectively, insofar as they purport to constitute summaries of the documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. (4) The Underwriting Agreement has been duly authorized, executed and delivered by the Company. (5) Except as to the financial statements and other financial or statistical data included or incorporated by reference therein, upon which we do not pass, the Registration Statements, at their Effective Dates, and the Prospectus, at the time it was transmitted for filing tofiled with the Commission pursuant to Rule 424(b), complied as to form in all material respects with the applicable requirements of the Securities Act and (except with respect to the Statements of Eligibility, upon which we do not pass) the Trust Indenture Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; and, with respect to the documents or portions thereof filed with the Commission pursuant to the Exchange Act, and incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, such documents or portions thereof, on the date filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; the Registration Statements hasve become, and on the date hereof isare, effective under the Securities Act; and, to the best of our knowledge, no stop order suspending the effectiveness of any of the Registration Statements has been issued and no proceedings for that purpose are pending or threatened under Section 8(d) of the Securities Act. (6) An appropriate order has been entered by the Commission under the Holding Company Act authorizing the issuance and sale of the Bonds by the Company; to the best of our knowledge, said order is in full force and effect; no further approval, authorization, consent or other order of any governmental body (other than under the Securities Act or the Trust Indenture Act, which have been duly obtained, or in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction) is legally required to permit the issuance and sale of the Bonds by the Company pursuant to the Underwriting Agreement; and no further approval, authorization, consent or other order of any governmental body is legally required to permit the performance by the Company of its obligations with respect to the Bonds or under the Mortgage and the Underwriting Agreement. 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 Statements and the Prospectus, we have had discussions with certain officers, employees and representatives of the Company and Entergy Services, Inc., with other counsel for the Company, and with the independent certified public accountants of the Company who examined certain of the financial statements included or incorporated by reference in the Registration Statements. Our examination of the Registration Statements and the Prospectus and our discussions did not disclose to us any information which gives us reason to believe that the Registration Statements, at their respective Effective Dates, 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 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 the financial statements or other financial or statistical data included or incorporated by reference in the Registration Statements or the Prospectus, as to the Statements of Eligibility or as to the information contained in the Prospectus Supplement under the caption "Book Entry SecuritiesBonds." 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 Americaother state. As to all matters of Louisiana law, we have relied upon the opinion of even date herewith addressed to you by Denise C. Redmann, Senior CounselAttorney- Corporate & Securities of Entergy Services, Inc., counsel to the Company. We have not examined into and are not passing upon matters relating to incorporation of the Company, titles to property, franchises or the lien of the Mortgage. The opinion set forth above is solely for the benefit of the addressees of this letter 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 Denise C. Redmann, Senior CounselAttorney-Corporate & Securities of Entergy Services, Inc. may rely on this opinion as to all matters of New York law in rendering herthe opinion required to be delivered under the Underwriting Agreement. Very truly yours, THELEN REID & PRIEST LLP EXHIBIT C ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS PURSUANT TO SECTION 8(e)(iv) OF THE UNDERWRITING AGREEMENT FOR INCLUSION IN THE LETTER OF THE ACCOUNTANTS REFERRED TO THEREIN Caption Page Items Annual Report on Form 10-K for the year ended December 31, 19987 "SELECTED FINANCIAL 105 The amounts of DATA FIVE YEAR electric operating COMPARISON" "SELECTED revenues (by FINANCIAL DATA - FIVE source) for the YEAR COMPARISON" twelve month periods ended December 31, 1998, 1997 and 1996.The amounts of electric operating revenues (by source) for the twelve month periods ended December 31, 1997 and 1996. EX-5 5 Exhibit F-1(b) April 7, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: With respect to (1) the Application-Declaration ("Application-Declaration") on Form U-1, as amended (File No. 70-9141), filed by Entergy Louisiana, Inc. (the "Company") with the Securities and Exchange Commission ("Commission") under the Public Utility Holding Company Act of 1935, as amended, contemplating, among other things, the issuance and sale by the Company of one or more new series of the Company's First Mortgage Bonds; (2) the Commission's order dated March 12, 1998 ("Order") permitting the Application-Declaration, as amended, to become effective with respect to the issuance and sale of said First Mortgage Bonds; and (3) the issuance and sale by the Company on March 30, 1999 of $75,000,000 in aggregate principal amount of its First Mortgage Bonds, 5.80% Series due March 1, 2002 (the "Bonds"), I advise you that in my opinion: (a) the Company is a corporation duly organized and validly existing under the laws of the State of Louisiana; (b) the issuance and sale of the Bonds have been consummated in accordance with the Application- Declaration, as amended, and the Order; (c) all state laws that relate or are applicable to the issuance and sale of the Bonds (other than so- called "blue sky" or similar laws, upon which we do not pass herein) have been complied with; (d) the Bonds are valid and binding obligations of the Company in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights; and (e) the consummation of the issuance and sale of the Bonds has not violated the legal rights of the holders of any securities issued by the Company. I am a member of the Louisiana State Bar and do not hold myself out as an expert on the laws of any other state. My consent is hereby given to the use of this opinion as an exhibit to the Certificate pursuant to Rule 24. Very truly yours, /s/ Denise C. Redmann Denise C. Redmann Senior Counsel - Corporate and Securities EX-5 6 Exhibit F-2(b) New York, New York April 9, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: With respect to (1) the Application-Declaration ("Application-Declaration") on Form U-1, as amended (File No. 70-9141), filed by Entergy Louisiana, Inc. ("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 order dated March 12, 1998 ("Order") permitting the Application-Declaration, as amended, to become effective with respect to the issuance and sale of said First Mortgage Bonds; and (3) the issuance and sale by the Company on March 30, 1999 of $75,000,000 in aggregate principal amount of its First Mortgage Bonds, 5.80% Series due March 1, 2002 (the "Bonds"), we advise you that in our opinion: (a) the Company is a corporation duly organized and validly existing under the laws of the State of Louisiana; (b) the issuance and sale of the Bonds have been consummated in accordance with the Application- Declaration, as amended, and the Order; (c) all state laws that relate or are applicable to the issuance and sale of the Bonds (other than so-called "blue sky" or similar laws, upon which we do not pass herein) have been complied with; (d) the Bonds are valid and binding obligations of the Company in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (whether considered in a proceeding in equity or at law); and (e) the consummation of the issuance and sale of the Bonds has not violated the legal rights of the holders of any securities issued by the Company or any associate company thereof. 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 other state. In giving this opinion, we have relied, as to all matters governed by the laws of any other state, upon the opinion of Denise C. Redmann, Esq., Senior Counsel -- Corporate and Securities of Entergy Services, Inc., counsel for the Company, which is to be filed as an exhibit to the Certificate pursuant to Rule 24. Our consent is hereby given to the use of this opinion as an exhibit to the Certificate pursuant to Rule 24. Very truly yours, /s/ Thelen Reid & Priest LLP THELEN REID & PRIEST LLP -----END PRIVACY-ENHANCED MESSAGE-----