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
XXXX X. XxXXXXXXXX
(successor to Z. Xxxxxx Xxxxxxxxx)
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 000 Xxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx 00000 (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 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter
sometimes called the "Corporate Trustee"), and XXXX X. XxXXXXXXXX
(successor to Z. XXXXXX XXXXXXXXX), whose post office address is
00 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 (said XXXX X.
XxXXXXXXXX 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 Xxxx X. XxXxxxxxxx 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 Xxxx X. XxXxxxxxxx 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 Xxxxxxx Xxxxx
Xxxxxx Inc., Prudential Securities Incorporated and Xxxxxx
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 XXXX X. XxXXXXXXXX, 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 _____________________________________
Xxxxxx X. Xxxxxxxx
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 _____________________________
Xxxxx Xxxxx
Vice President
Attest:
_____________________________
Xxxxxxx Xxxxxxxxxx
Assistant Secretary
____________________________[L.S.]
Xxxx X. XxXxxxxxxx
As Co-Trustee
Executed, sealed and delivered by
BANK OF MONTREAL TRUST COMPANY and
XXXX X. XxXXXXXXXX
in the presence of:
_____________________________________
_____________________________________
STATE OF LOUISIANA
} ss.:
PARISH OF ORLEANS
On this 25th day of March, 1999, before me appeared XXXXXX
X. XXXXXXXX, 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
XXXXXX X. XXXXXXXX, 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 XXXXXX X. XXXXXXXX, to me known, who, being by me
duly sworn, did depose and say that he resides at 000 Xxxxxxx
Xxxxx, Xxxxxxx, Xxxxxxxxx 00000; 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.
______________________________
Xxxx X. Xxxx
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 XXXXX
XXXXX, 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 XXXXX XXXXX 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 XXXXX XXXXX, to me known, who, being by me duly
sworn, did depose and say that he resides at 00-00 000xx Xxxxxx,
Xxxxxxxx Xxxx, Xxx Xxxx 00000; 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.
__________________________________
Xxxxxxx Xxxxxxx
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 XXXX X.
XxXXXXXXXX, 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
XXXX X. XxXXXXXXXX, to me known to be the person described in and
who executed the foregoing instrument, and acknowledged that he
executed the same.
__________________________________
Xxxxxxx Xxxxxxx
Notary Public, State of New York
No. 01RE6010831
Qualified in New York County
Commission Expires July 27, 2000
