Exhibit 4.07
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
ENTERGY LONDON CAPITAL, L.P.
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
ENTERGY LONDON CAPITAL, L.P.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of
Entergy London Capital, L.P., a Delaware limited partnership (the
"Partnership"), dated as of ________ __, 1997, among Entergy
London Investments UK plc (formerly known as Entergy Power UK
plc), a public limited company incorporated under the laws of
England and Wales, in its capacity as the general partner (the
"General Partner"), Xxxxxxx X. Xxxxx, Xx., as the initial limited
partner (the "Initial Limited Partner"), and such other Persons
(as defined herein) who become Partners (as defined herein) as
provided herein.
WHEREAS, the General Partner and the Initial Limited
Partner entered into an Agreement of Limited Partnership, dated
as of August 4, 1997 (as amended, the "Original Limited
Partnership Agreement");
WHEREAS, the Certificate of Limited Partnership of the
Partnership was filed with the Office of the Secretary of State
of the State of Delaware on August 4, 1997, and was later amended
by a Certificate of Amendment filed with the Office of the
Secretary of State of the State of Delaware on September ____,
1997; and
WHEREAS, the Partners desire to continue the
Partnership under the Act (as defined herein) and to amend and
restate the Original Limited Partnership Agreement in its
entirety.
NOW, THEREFORE, in consideration of the mutual
covenants, rights and obligations set forth herein and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree to amend
and restate the Original Limited Partnership Agreement as
follows:
ARTICLE I
DEFINED TERMS
Section I.1 Definitions. Unless the context otherwise
requires the terms defined in this Article I shall, for the
purposes of this Agreement, have the meanings herein specified.
"Act" means the Delaware Revised Uniform Limited
Partnership Act, as amended from time to time.
"Action" has the meaning set forth in Section 6.1(b).
"Affiliate" of any specified Person means any other
Person directly or indirectly controlling or controlled or under
direct or indirect common control with such specified Person. As
used in this definition, the term "control" when used with
respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.
"Agreement" means this Amended and Restated Limited
Partnership Agreement, as amended, modified, supplemented or
restated from time to time in accordance with its terms.
"Business Day" means any day other than a Saturday or
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 Debenture Trustee is closed for business.
"Capital Account" has the meaning set forth in Section
3.3.
"Certificate" means the Certificate of Limited
Partnership of the Partnership filed with the Secretary of State
of the State of Delaware on August 4, 1997, as it may be amended
and/or restated from time to time.
"Clearing Agency" means, with respect to a particular
series of Preferred Securities, an organization registered as a
"Clearing Agency" pursuant to Section 17A of the Exchange Act
designated in accordance with the provisions of Article VI to act
as depository for that series and in whose name (or nominee's
name) shall be registered one or more global Preferred Securities
evidenced by Preferred Certificates and which shall undertake to
effect book-entry transfers and pledges of beneficial interests
in such Preferred Securities.
"Closing Date" means, with respect to the Preferred
Securities of any series, the date of original issuance of such
Preferred Securities.
"Code" means the United States Internal Revenue Code of
1986, as amended, or any corresponding federal tax statute
enacted after the date of this Agreement. A reference to a
specific section () of the Code refers not only to such specific
section but also to any corresponding provision of any federal
tax statute enacted after the date of this Agreement, as such
specific section or corresponding provision is in effect on the
date of application of the provisions of this Agreement
containing such reference.
"Covered Person" means any Partner, any Affiliate of
any Partner and any officer, director, shareholder, partner,
employee, representative or agent of any Partner or their
respective Affiliates, or any employee or agent of the
Partnership or its Affiliates.
"Debenture Trustee" means the entity serving as the
trustee under the Indenture.
"Debentures" means a particular series of junior
subordinated deferrable interest debentures of Entergy London
Investments issued to the Partnership from time to time in
connection with the issuance and sale by the Partnership of a
related series of Preferred Securities.
"Definitive Preferred Certificates" shall refer to the
Preferred Certificates distributed in the circumstances described
in Section 10.5.
"Dividends" means the distributions from the
Partnership with respect to the Preferred Securities of a
particular series, accumulating and payable in accordance with
their terms.
"Entergy London Investments" means Entergy London
Investments UK plc (formerly known as Entergy Power UK plc), a
public limited company incorporated under the laws of England and
Wales.
"Exchange Act" means the United States Securities
Exchange Act of 1934, as amended.
"Fiscal Period" means each calendar quarter.
"Fiscal Year" means (i) the period commencing upon the
formation of the Partnership and ending on December 31, 1997, and
(ii) any subsequent twelve (12) month period commencing on
January 1 and ending December 31. For United States federal
income tax reporting purposes the Fiscal Year of the Partnership
shall be the calendar year.
"General Partner" means Entergy London Investments, in
its capacity as general partner of the Partnership, its permitted
successors, or any successor general partner in the Partnership
admitted as such pursuant to the applicable provisions of this
Agreement.
"Guarantee" means the Guarantee Agreement dated as of
_______ __, 1997, between Entergy London Investments and the
Guarantee Trustee, as the same may be amended, modified,
supplemented or restated from time to time in accordance with its
terms, which was executed and delivered by Entergy London
Investments for the benefit of the Holders, and any additional
Guarantee Agreements entered into by Entergy London Investments
for the benefit of the Holders.
"Guarantee Trustee" means the entity serving as the
trustee under the Guarantee.
"Holder" means a Limited Partner in whose name
Preferred Securities evidenced by Preferred Certificates are
registered on the books and records of the Partnership; provided,
however, that in determining whether the Holders of the requisite
percentage of Preferred Securities of a particular series have
given any request, notice, consent or waiver hereunder, "Holder"
shall not include the General Partner or any Affiliate thereof.
"Indemnified Person" means the General Partner, any
Affiliate of the General Partner, any officer, director,
shareholder, partner, employee, representative or agent of the
General Partner and any employee or agent of the Partnership
designated as such by the General Partner, or its Affiliates.
"Indenture" means the Indenture for Unsecured
Subordinated Debt Securities relating to Preferred Securities,
dated as of ____________ ____, 1997, between Entergy London
Investments and the Trustee, as the same may be amended and
supplemented from time to time, pursuant to which the Debentures
are issued.
"Initial Limited Partner" means Xxxxxxx X. Xxxxx, Xx.,
in his capacity as limited partner of the Partnership.
"Interest" means the entire ownership interest of a
Partner in the Partnership at any particular time, including,
without limitation, its interest in the capital, profits, losses
and distributions of the Partnership.
"Investment Company Act" means the United States
Investment Company Act of 1940, as amended.
"Investment Company Event" means the occurrence of a
change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court,
governmental agency or regulatory authority (an "Investment
Company Act Change") to the effect that the Partnership is or
will be considered an "investment company" that is required to be
registered under the Investment Company Act, which Investment
Company Act Change becomes effective on or after __________,
1997.
"Limited Partner" means the Initial Limited Partner or
any Person who is admitted to the Partnership as a Limited
Partner pursuant to the terms of this Agreement, but does not
include any Person that has transferred to another Person in
accordance with Section 10.2 all Preferred Securities of which it
is the registered Holder.
"Liquidation Distribution" has the meaning set forth in
the applicable Action relating to a series of Preferred
Securities as described in Section 6.1(b)(v).
"Liquidation Preference" means the stated liquidation
preference that would be paid on redemption or maturity.
"Liquidator" has the meaning set forth in Section
11.3.
"Majority or other stated Percentage in Liquidation
Preference" means Holder(s) of a series of Preferred Securities
or, as the context may require, Holder(s) of more than one series
of Preferred Securities voting as a class, who are the registered
owners of Preferred Securities whose Liquidation Preference
(including the stated liquidation preference that would be paid
on redemption or maturity plus, if applicable to such series,
accumulated and unpaid Dividends, whether or not declared, to the
date upon which the voting percentages are determined) represents
more than 50% or, as the case may be, such other percentage of
the Liquidation Preference of all Preferred Securities of such
series or, as applicable, multiple series.
"Original Limited Partnership Agreement" has the
meaning set forth in the recitals to this Agreement.
"Partners" means the General Partner and the Limited
Partners, collectively, where no distinction is required by the
context in which the term is used.
"Partnership" means the limited partnership formed
under the Act pursuant to the Original Limited Partnership
Agreement upon filing of the Certificate, and continued pursuant
to this Agreement, its permitted successors, or any successor
partnership created pursuant to the applicable provisions of this
Agreement.
"Person" means any individual, corporation, limited
liability company, partnership, joint venture, trust,
unincorporated organization or government or any agency or
political subdivision thereof.
"Power of Attorney" means the Power of Attorney granted
pursuant to Section 13.2.
"Preferred Certificate" means a certificate evidencing
Preferred Securities, substantially in the form attached hereto
as Annex A or in such other form as may be set forth in the
Action establishing a particular series of Preferred Securities.
"Preferred Securities" has the meaning set forth in
Section 6.1(b).
"Purchase Price" for any Preferred Security means the
amount paid per such Preferred Security in the initial sale by
the Partnership of such Preferred Security.
"Securities Act" means the United States Securities Act
of 1933, as amended.
"Series A Preferred Securities" has the meaning set
forth in Section 6.2(a).
"Special Event" means the occurrence of a Tax Event or
an Investment Company Act Event.
"Tax Event" means, with respect to Preferred Securities
of a particular series, the receipt by the Partnership or Entergy
London Investments of an opinion of counsel experienced in such
matters to the effect that, as a result of any amendment to, or
change (including any announced prospective change) in, the laws
(or any regulations thereunder) of the United States, the United
Kingdom or any political subdivision or taxing authority thereof
or therein affecting taxation, or as a result of any official
administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is
effective or which pronouncement or decision is announced on or
after __________ __, 1997, there is more than an insubstantial
risk that (i) the Partnership is, or will be within 90 days of
such date, subject to United States federal income or United
Kingdom income tax, with respect to income accrued or received on
the related series of Debentures, (ii) interest payable by
Entergy London Investments on such Debentures is treated as a
distribution within the meaning of Section 209 of the Income and
Corporation Taxes Xxx 0000 of the United Kingdom or in any other
manner is not, or within 90 days of such date will not be,
deductible by Entergy London Investments, in whole or in part,
for United Kingdom corporation tax purposes, or (iii) the
Partnership is, or will be within 90 days of such date, subject
to more than a de minimis amount of other taxes, duties or other
governmental charges.
"Tax Matters Partner" means the General Partner
designated as such in Section 9.10 hereof.
"Transfer Agent" means the transfer agent, if any,
designated by the General Partner with respect to a particular
series of Preferred Securities and in accordance with the terms
thereof and its successors and assigns.
"Treasury Regulations" means the income tax
regulations, including temporary regulations, promulgated under
the Code, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).
Section I.2 Headings. The headings and subheadings in
this Agreement are included for convenience and identification
purposes only and are in no way intended to describe, interpret,
define or limit the scope, extent or intent of this Agreement or
any provision hereof.
ARTICLE II
CONTINUATION OF THE PARTNERSHIP;
ADMISSION OF HOLDERS;
WITHDRAWAL OF INITIAL LIMITED PARTNER
Section II.1 Continuation of the Partnership. The
parties hereto agree to continue the Partnership in accordance
with the terms of this Agreement. The General Partner, for
itself and as agent for the Limited Partners, shall make every
reasonable effort to ensure that all necessary or appropriate
certificates and documents are properly executed and shall
accomplish all filing, recording, publishing and other acts, in
each case necessary or appropriate for compliance with the
requirements for the continuation of the Partnership as a limited
partnership under the Act and under all other laws of the State
of Delaware or such other jurisdictions in which the General
Partner determines that the Partnership may conduct business.
The rights and duties of the Partners shall be as provided herein
and, subject to the terms hereof, in the Act.
Section II.2 Name. The name of the Partnership is
"Entergy London Capital, L.P." Such name may be modified from
time to time by the General Partner following written notice to
the Limited Partners.
Section II.3 Business of the Partnership. The
purposes of the Partnership are (a) to issue from time to time
limited partner Interests in the Partnership including, without
limitation, Preferred Securities, and to use the aggregate
proceeds received by the Partnership from the issuance thereof,
together with the proceeds of any capital contribution of the
General Partner made at the time of such issuance for the
purchase of a related series of Debentures, (b) to maintain at
all times a portion (which shall not be less than $_______) of
the capital contributed to the Partnership by the General Partner
in an Eligible Investment Account or invested in Eligible
Investments as provided herein and (c) to engage in any other
business or activity that now or hereafter may be necessary,
incidental, proper, advisable or convenient to accomplish the
foregoing purposes and that is not forbidden by the law of the
jurisdiction in which the Partnership engages in that business;
provided, however, that the Partnership shall have no power to
borrow money, to become liable for the borrowings of any third
party or to engage in any financial or other trade or business.
Specifically, the Partnership may invest in investment assets,
such as the Debentures, but may not invest in assets which are
likely to result in Partnership liabilities, such as active
business assets.
Section II.4 Term. The term of the Partnership
commenced upon the filing of the Certificate in the Office of the
Secretary of State of the State of Delaware and shall continue
thereafter unless the Partnership is dissolved in accordance with
the provisions of this Agreement.
Section II.5 Registered Agent and Office. The
Partnership's registered agent and office in Delaware shall be
The Corporation Trust Company, Corporation Trust Center, 0000
Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000. At
any time, the General Partner may designate another registered
agent and/or registered office.
Section II.6 Principal Place of Business. The
principal place of business of the Partnership shall be at 000
Xxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx 00000. Upon ten days'
prior written notice to the Limited Partners, the General Partner
may change the location of the Partnership's principal place of
business.
Section II.7 Name and Business Address of General
Partner. The name and address of the General Partner are as
follows:
Entergy London Investments UK plc
Xxxxxxx Xxxxx
00-00 Xxxx Xxxxxxx
Xxxxxx XXxX 0XX, Xxxxxxx
The General Partner may change its name or business address from
time to time, in which event the General Partner shall promptly
notify the Limited Partners of any such change in the manner set
forth in Section 13.1 and shall file an appropriate amendment to
the Certificate with the Office of the Secretary of State of the
State of Delaware.
Section II.8 Admission of Holders of Preferred
Securities; Withdrawal of Initial Limited Partner.
(a) Upon the issuance of a Preferred Certificate in
the name of a Person pursuant to this Agreement and receipt by
the Partnership of the Purchase Price paid in respect of the
Preferred Security represented by such Preferred Certificate,
which payment shall be deemed to constitute a direction of the
General Partner to execute this Agreement on its behalf and a
request by such Person that the books and records of the
Partnership reflect such Person's admission as a Limited Partner,
such Person shall be admitted to the Partnership as a Limited
Partner and shall become bound by this Agreement.
(b) Immediately following the first admission of a
Holder to the Partnership as a Limited Partner, the Initial
Limited Partner shall be deemed to have withdrawn from the
Partnership, shall cease to be a limited partner of the
Partnership and shall receive the return of its capital
contributions without interest or deduction.
(c) The name and mailing address of each Partner and
the amount contributed by such Partner to the capital of the
Partnership shall be listed on the books and records of the
Partnership. The General Partner shall be required to update the
books and records from time to time as necessary to accurately
reflect such information.
ARTICLE III
CAPITAL CONTRIBUTIONS; REPRESENTATION OF
HOLDER'S INTEREST; CAPITAL ACCOUNTS
Section III.1 Capital Contributions.
(a) The General Partner has, on or prior to the date
hereof, contributed an aggregate of $_______ to the capital of
the Partnership, which amount is equal to at least 1% of the
total capital contributions to the Partnership on the date
hereof. The General Partner shall, hereafter from time to time,
make such additional capital contributions as are necessary to
maintain its aggregate capital contributions in an amount equal
to at least 1% of the aggregate capital contributions made by all
Partners.
(b) The Initial Limited Partner has, prior to the date
hereof, contributed the amount of $10 to the capital of the
Partnership, which amount will be returned to the Initial Limited
Partner as contemplated by Section 2.8(b).
(c) Each Person who acquires a Preferred Security from
the Partnership shall, in connection with the acquisition of such
Preferred Security, contribute to the capital of the Partnership
an amount in cash equal to the Purchase Price for such Preferred
Security.
(d) No Limited Partner shall at any time be required
to make any additional capital contributions to the Partnership,
except as may be required by law.
Section III.2 Holder's Interest Represented by
Preferred Securities. A Holder's Interest shall be represented
by the Preferred Certificate held by such Holder. Each Holder's
ownership of Preferred Securities shall be set forth on the books
and records of the Partnership. Each Holder hereby agrees that
its Interest represented by its Preferred Certificate shall for
all purposes be personal property. A Holder shall have no
interest in specific Partnership property.
Section III.3 Capital Accounts. An individual
capital account (a "Capital Account") shall be established and
maintained for each Partner which shall be credited with the
capital contributions made and the profits allocated to the
Partner (or predecessor in interest) and debited by the
distributions made and losses allocated to the Partner (or
predecessor in interest). Any syndication expenses incurred by
the Partnership shall be allocated exclusively to the Capital
Account of the General Partner. All provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to
comply with the Treasury Regulations promulgated under Code
704(b), and shall be interpreted and applied in a manner
consistent with such Treasury Regulations.
Section III.4 Interest on Capital Contributions. No
Partner shall be entitled to interest on or with respect to any
capital contribution to the Partnership.
Section III.5 Withdrawal and Return of Capital
Contributions. Except as provided in Section 2.8(b), no Partner
shall be entitled to withdraw any part of such Partner's capital
contribution to the Partnership. No Partner shall be entitled to
receive any Dividends from the Partnership, except as provided in
this Agreement or in the Action creating a particular series of
Preferred Securities.
ARTICLE IV
ALLOCATIONS
Section IV.1 Profits. Each fiscal period, the net
profits of the Partnership will be allocated (a) first, to the
Holders, in proportion to the number of Preferred Securities held
by each such Holder, in an amount equal to the excess of (x) the
Dividends accumulated on the Preferred Securities since their
date of issuance through and including the close of the current
fiscal period (whether or not paid) over (y) the amount of
profits allocated to the Holders pursuant to this Section 4.1(a)
in all prior fiscal periods and (b) thereafter, to the General
Partner.
Section IV.2 Losses. Except in connection with a
dissolution and liquidation of the Partnership, the net losses of
the Partnership shall be allocated each year to the General
Partner. Upon a dissolution and liquidation of the Partnership,
net losses shall be allocated to each Holder in an amount equal
to the excess of (a) such Holder's Capital Account over (b) such
Holder's Liquidation Distribution (as defined with respect to
each Preferred Security in the Action establishing such Preferred
Security), with any remaining net losses being allocated to the
General Partner.
Section IV.3 Allocation Rules.
(a) For purposes of determining the profits, losses or
any other items allocable to any period, profits, losses and any
such other items shall be determined on a daily, monthly or other
basis, as determined by the General Partner using any method that
is permissible under 706 of the Code and the Treasury
Regulations thereunder.
(b) The Partners are aware of the income tax
consequences of the allocations made by this Article IV and
hereby agree to be bound by the provisions of this Article IV in
reporting their shares of Partnership income and loss for income
tax purposes.
Section IV.4 Withholding. The Partnership shall
comply with all withholding requirements under federal, state and
local law. The Partnership shall request, and the Partners shall
provide to the Partnership, such forms or certificates as are
necessary to establish an exemption from withholding with respect
to each Partner, and any representations and forms as shall
reasonably be requested by the Partnership to assist it in
determining the extent of, and in fulfilling, its withholding
obligations. The Partnership shall file required forms with
applicable jurisdictions and, unless an exemption from
withholding is properly established by a Partner, shall remit
amounts withheld with respect to the Partners to applicable
jurisdictions. To the extent that the Partnership is required to
withhold and pay over any amounts to any authority with respect
to distributions or allocations to any Partner, the amount
withheld shall be deemed to be a distribution in the amount of
the withholding to the Partner. In the event of any claimed
overwithholding, Partners shall be limited to an action against
the applicable jurisdiction. If the amount withheld was not
withheld from actual distributions, the Partnership may reduce
subsequent distributions by the amount of such withholding.
ARTICLE V
DIVIDENDS AND DISTRIBUTIONS
Section V.1 Dividends. Limited Partners shall receive
periodic Dividends, if any, a Redemption Price and a Liquidation
Preference in accordance with the applicable terms of any series
of Preferred Securities as established in the Action with respect
thereto. The General Partner shall determine whether and when
Dividends shall be payable pursuant to the terms and conditions
of the Action establishing a particular series of Preferred
Securities, and shall give notice thereof to all Limited Partners
of record as of the date of such determination. Subject to the
rights of the Preferred Securities, all remaining cash shall be
distributed to the General Partner at such time as the General
Partner shall determine.
Section V.2 Limitations on Distributions. The
Partnership shall not make a distribution to any Partner on
account of such Partner's Interest if such distribution would
violate Section 17-607 of the Act or other applicable law.
ARTICLE VI
ISSUANCE OF PREFERRED SECURITIES
Section VI.1 General Provisions Regarding Preferred
Securities.
(a) The aggregate number of Preferred Securities which
the Partnership shall have authority to issue is unlimited.
(b) The General Partner on behalf of the Partnership
is, subject to Section 6.2(b), authorized to issue from time to
time limited partner interests in the Partnership (the "Preferred
Securities") in one or more series having such designations,
rights, privileges, restrictions, preferences and other terms and
provisions as may from time to time be established in a written
action or actions (each, an "Action") of the General Partner
providing for the issue of such series. In connection with the
foregoing, the General Partner is expressly authorized, prior to
issuance, to set forth in an Action or Actions providing for the
issue of such series, the following:
(i) the distinctive designation of such series of
Preferred Securities, which shall distinguish it from other
series of Preferred Securities and the Liquidation
Preference with respect to such series;
(ii) the number of Preferred Securities included
in such series, which number may be increased or decreased
from time to time unless otherwise provided by the General
Partner in creating the series;
(iii) the annual Dividend rate (or method of
determining such rate) for Preferred Securities of such
series and the date or dates upon which such Dividends shall
be payable, provided, however, that Dividends on any series
of Preferred Securities shall be payable, if and to the
extent determined to be so payable by the General Partner in
accordance with the Action providing for the issuance of
such series, on a quarterly basis to Holders of such series
of Preferred Securities as of a record date in each quarter
during which such series of Preferred Securities are
outstanding;
(iv) whether Dividends on the Preferred Securities
of such series shall be cumulative, and, in the case of
Preferred Securities of any series having cumulative
Dividend rights, the date or dates or method of determining
the date or dates from which Dividends on the Preferred
Securities of such series shall be cumulative;
(v) the amount or amounts which shall be paid out
of the assets of the Partnership to the Holders of the
Preferred Securities of such series upon voluntary or
involuntary dissolution, winding-up or liquidation of the
Partnership (the "Liquidation Distribution");
(vi) the obligation, if any, of the Partnership to
purchase or redeem Preferred Securities of such series and
the price or prices at which, the period or periods within
which, and the terms and conditions upon which, the
Preferred Securities of such series shall be purchased or
redeemed, in whole or in part, pursuant to such obligation
and, whether any such redemption shall be at the option of
the Partnership or the General Partner or otherwise;
provided, however, that unless otherwise set forth in the
Action providing for the issuance of such series, the
Preferred Securities of such series may at any time and from
time to time be purchased by the Partnership, at its option,
by tender, in the open market or by private agreement
subject to applicable law (including, without limitation,
Rule 14e-1 under the Exchange Act and any other applicable
United States federal securities laws);
(vii) the voting rights, if any, of the
Preferred Securities of such series in addition to those
required by law, including the number of votes per Preferred
Security and any requirement for the approval by the Holders
of Preferred Securities, or of the Preferred Securities of
one or more series, or of both, as a condition to specified
action or amendments to this Agreement;
(viii) the particular series of Debentures to
be purchased by the Partnership pursuant to Section 2.3(a);
and
(ix) any other relative rights, powers,
preferences or limitations of the Preferred Securities of
the series not inconsistent with this Agreement or with
applicable law.
(c) In connection with the foregoing and without
limiting the generality thereof, the General Partner is hereby
expressly authorized, without the vote or approval of any
existing Holder or other Person (i) to take any Action to create
under the provisions of this Agreement a series of Preferred
Securities that was not previously outstanding and (ii) to admit
Persons as Limited Partners, without the vote or approval of any
existing Holder or any other Person, and (iii) to execute, swear
to, acknowledge, deliver, file and record whatever documents may
be required in connection with the issue from time to time of
Preferred Securities in one or more series as shall be necessary,
convenient or desirable to reflect the issue of such series. The
General Partner shall do all things it deems to be appropriate or
necessary to comply with the Act and is authorized and directed
to do all things it deems to be necessary or permissible in
connection with any future issuance, including compliance with
any statute, rule, regulation or guideline of any federal, state
or other governmental agency or any securities exchange.
(d) Any Action or Actions taken by the General Partner
pursuant to the provisions of this Section 6.1 shall be deemed an
amendment and supplement to and part of this Agreement.
(e) The payment of Dividends and payments on
dissolution of the Partnership or on redemption in respect of
Preferred Securities shall be guaranteed by Entergy London
Investments pursuant to and to the extent set forth in the
Guarantee. Each Holder hereby authorizes the Guarantee Trustee
to hold the Guarantee on its behalf. The Guarantee Trustee has
the right to enforce the Guarantee on behalf of the Holders. The
Holders of a majority in Liquidation Preference of the Preferred
Securities of any series shall have the right to direct the
method and place of conducting any proceeding for any remedy
available in respect of the Guarantee with respect to such series
including the giving of directions to the Guarantee Trustee. A
Holder may institute a legal proceeding directly against Entergy
London Investments to enforce its rights under the Guarantee,
without first instituting a legal proceeding against the
Partnership or any other Person. Each Holder, by acceptance of a
Preferred Security, thereby agrees to the subordination
provisions and other terms of the Guarantee.
(f) Except as may be provided in the Action creating
the Preferred Securities of a particular series, the aggregate
proceeds received by the Partnership from the issuance of any
series of Preferred Securities, together with the proceeds of any
capital contribution of the General Partner made at the time of
such issuance, shall be invested by the Partnership in the
purchase of a related series of Debentures with (i) an aggregate
principal amount at least equal to such aggregate proceeds and
(ii) an interest rate at least equal to the Dividend rate of such
series of Preferred Securities.
(g) All Preferred Securities shall rank senior to the
General Partner's Interest in respect of the right to receive
Dividends, any Redemption Price and payments out of the assets of
the Partnership upon voluntary or involuntary dissolution,
winding-up or liquidation of the Partnership. All Preferred
Securities redeemed, purchased or otherwise acquired by the
Partnership (including Preferred Securities surrendered for
conversion or exchange) shall be canceled.
(h) No Holder shall be entitled as a matter of right
to subscribe for or purchase, or have any preemptive or similar
right with respect to, all or any part of any new or additional
issue of Preferred Securities of any class whatsoever, or of
securities convertible into any Preferred Securities of any class
whatsoever, whether now or hereafter authorized and whether
issued for cash or other consideration or by way of a Dividend.
(i) Neither Entergy London Investments nor any
Affiliate of Entergy London Investments shall have the right to
vote or give or withhold consent with respect to any Preferred
Security owned by it, directly or indirectly, and, for purposes
of any matter upon which the Limited Partners may vote or give or
withhold consent as provided in this Agreement, Preferred
Securities owned by Entergy London Investments or any Affiliate
shall be treated as if they were not outstanding.
Section VI.2 Series A Preferred Securities. (a)
Without prejudice to the power of the General Partner to
establish from time to time further series of Preferred
Securities pursuant to Section 6.1(b), the Partnership is hereby
authorized to issue and sell ________ ___% Cumulative Quarterly
Income Preferred Securities, Series A (the "Series A Preferred
Securities"), having the designation, annual Dividend rate,
Liquidation Preference, Redemption Price, redemption terms,
voting rights and other powers, preferences and special rights
and limitations set forth in Annex B hereto. The authorization
set forth in this Section 6.2(a) with respect to the
establishment of the Series A Preferred Securities shall
constitute an Action for all purposes of this Agreement.
(b) So long as any of the Series A Preferred
Securities remain outstanding, no other series of Preferred
Securities may be issued.
ARTICLE VII
BOOKS OF ACCOUNT, RECORDS AND REPORTS
Section VII.1 Books and Records.
(a) Proper and complete records and books of account
of the Partnership shall be kept by the General Partner in which
shall be entered fully and accurately all transactions and other
matters relative to the Partnership's business as are usually
entered into records and books of account maintained by Persons
engaged in businesses of a like character, including a Capital
Account for each Partner. The books and records of the
Partnership, together with a certified copy of this Agreement and
of the Certificate, shall at all times be maintained at the
principal office of the General Partner and shall be open to the
inspection and examination of the Limited Partners or their duly
authorized representatives during reasonable business hours for a
purpose reasonably related to such Limited Partner's interest in
the Partnership.
(b) The General Partner may, for such period of time
that the General Partner deems reasonable, keep confidential from
the Partners any information with respect to the Partnership the
disclosure of which the General Partner in good faith believes is
not in the best interests of the Partnership or could damage the
Partnership or its business or which the Partnership is required
by law or by an agreement with any Person to keep confidential.
(c) Within three months after the close of each Fiscal
Year, the General Partner shall transmit to each Partner, a
statement indicating such Partner's share of each item of
Partnership income, gain, loss, deduction or credit for such
Fiscal Year for federal income tax purposes.
Section VII.2 Accounting Method. For both financial
and tax reporting purposes and for purposes of determining
profits and losses, the books and records of the Partnership
shall be kept on the accrual method of accounting applied in a
consistent manner and shall reflect all Partnership transactions
and be appropriate and adequate for the Partnership's business.
ARTICLE VIII
POWERS, RIGHTS AND DUTIES
OF THE LIMITED PARTNERS
Section VIII.1 Limitations. The Limited Partners
shall not participate in the management or control of the
Partnership's business, property or other assets nor shall the
Limited Partners transact any business for the Partnership, nor
shall the Limited Partners have the power to act for or bind the
Partnership, said powers being vested solely and exclusively in
the General Partner. The Limited Partners shall, however, have
the rights set forth in this Agreement. The Limited Partners
shall have no interest in the properties or assets of the General
Partner, or any equity therein, or in any proceeds of any sales
thereof (which sales shall not be restricted in any respect by
virtue of acquiring or owning an Interest in the Partnership).
The Limited Partners will have no rights to remove or replace the
General Partner.
Section VIII.2 Liability. Subject to the provisions
of the Act, no Limited Partner shall be liable for the repayment,
satisfaction or discharge of any debts or other obligations of
the Partnership in excess of the Capital Account balance of such
Limited Partner.
ARTICLE IX
POWERS, RIGHTS AND DUTIES OF THE GENERAL PARTNER
Section IX.1 Authority. Subject to the limitations
provided in this Agreement, the General Partner shall have
exclusive and complete authority and discretion to manage the
operations and affairs of the Partnership and to make all
decisions regarding the business of the Partnership. Any action
taken by the General Partner shall constitute the act of and
serve to bind the Partnership. In dealing with the General
Partner acting on behalf of the Partnership no Person shall be
required to inquire into the authority of the General Partner to
bind the Partnership. Persons dealing with the Partnership are
entitled to rely conclusively on the power and authority of the
General Partner as set forth in this Agreement.
Section IX.2 Powers and Duties of General Partner.
Except as otherwise specifically provided herein, the General
Partner shall have all rights and powers of a general partner
under the Act and shall have all authority, rights and powers in
the management of the Partnership business to do any and all
other acts and things necessary, proper, convenient or advisable
to effectuate the purposes of this Agreement, including by way of
illustration but not by way of limitation, the following:
(a) to secure the necessary goods and services
required in performing the General Partner's duties for the
Partnership;
(b) to exercise all powers of the Partnership, on
behalf of the Partnership, in connection with enforcing the
Partnership's rights under any series of Debentures;
(c) to cause the Partnership to issue particular
series of Preferred Securities, to execute and deliver Preferred
Certificates and to admit Limited Partners in connection
therewith in accordance with this Agreement;
(d) to act as registrar and Transfer Agent for the
Preferred Securities or designate a Person to act as registrar
and Transfer Agent;
(e) to establish a record date with respect to all
actions to be taken hereunder that require a record date be
established, including with respect to Dividends and voting
rights, and to make determinations as to the payment of
Dividends, and make or cause to be made all other required
payments to Holders and to the General Partner;
(f) to open, maintain and close bank accounts and to
draw checks and other orders for the payment of money;
(g) to bring or defend, pay, collect, compromise,
arbitrate, resort to legal action, or otherwise adjust claims or
demands of or against the Partnership;
(h) to deposit, withdraw, invest, pay, retain and
distribute the Partnership's funds in a manner consistent with
the provisions of this Agreement;
(i) to take all action that may be necessary or
appropriate for the preservation and the continuation of the
Partnership's valid existence, rights, franchises and privileges
as a limited partnership under the laws of the State of Delaware
and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Limited
Partners or to enable the Partnership to conduct the business in
which it is engaged;
(j) to cause the Partnership to enter into and
perform, on behalf of the Partnership, an underwriting or other
agreement in connection with the issuance and sale of a
particular series of Preferred Securities and to cause the
Partnership to purchase the related series of Debentures without
any further act, vote or approval of any Partner;
(k) to cause the Partnership to redeem or purchase
Preferred Securities of any series for cancellation, subject to
any limitation on such redemption or purchase set forth in the
Action providing for the issuance of such series of Preferred
Securities; and
(l) to execute and deliver any and all documents or
instruments, perform all duties and powers and do all things for
and on behalf of the Partnership in all matters necessary or
desirable or incidental to the foregoing.
Section IX.3 Liability. The General Partner shall not
be personally liable for (a) the return of any portion of the
capital contributions (or any return thereon) of the Limited
Partners, which shall be made solely from assets of the
Partnership; or (b) to the Partnership or to any Limited Partner
of any deficit in any Limited Partner's Capital Account upon
dissolution, liquidation or otherwise.
Section IX.4 Exculpation.
(a) No Indemnified Person shall be liable, responsible
or accountable in damages or otherwise to the Partnership or any
Covered Person for any loss, damage or claim incurred by reason
of any act or omission performed or omitted by such Indemnified
Person in good faith on behalf of the Partnership and in a manner
reasonably believed to be within the scope of the authority
conferred on such Indemnified Person or its principal by this
Agreement or by law except that, for the avoidance of doubt, an
Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's bad faith,
recklessness or willful misconduct.
(b) An Indemnified Person shall be fully protected in
relying in good faith upon the records of the Partnership and
upon such information, opinions, reports or statements presented
to the Partnership by any Person as to matters the Indemnified
Person reasonably believes are within such Person's professional
or expert competence and who has been selected with reasonable
care by the General Partner on behalf of the Partnership,
including information, opinions, reports or statements as to the
value and amount of the assets, liabilities, profits, losses, or
any other facts pertinent to the existence and amount of assets
from which distributions to Partners might properly be paid.
Section IX.5 Fiduciary Duty.
(a) To the extent that, at law or in equity, an
Indemnified Person has duties (including fiduciary duties) and
liabilities relating thereto to the Partnership or to any other
Covered Person, an Indemnified Person acting under this Agreement
shall not be liable to the Partnership or to any other Covered
Person for its good faith reliance on the provisions of this
Agreement. The provisions of this Agreement, to the extent that
they restrict the duties and liabilities of an Indemnified Person
otherwise existing at law or in equity, are agreed by the parties
hereto to replace such other duties and liabilities of such
Indemnified Person.
(b) Unless otherwise expressly provided herein, (i)
whenever a conflict of interest exists or arises between Covered
Persons in connection with the taking of some action by an
Indemnified Person on behalf of the Partnership or a Partner, as
such, or (ii) whenever this Agreement or any other agreement or
instrument contemplated herein provides that an Indemnified
Person shall act in a manner that is fair and reasonable to the
Partnership or any Partner, the Indemnified Person shall resolve
such conflict of interest or shall take such action, considering
in each case the relative interest of each party (including its
own interest) to such conflict, agreement or instrument and the
benefits and burdens relating to such interests, any customary or
accepted industry practices, and any applicable generally
accepted accounting practices or principles. In the absence of
bad faith by the Indemnified Person, the resolution made or
action taken or provided for by the Indemnified Person shall not
constitute a breach of this Agreement or any other agreement
contemplated herein or of any duty or obligation of the
Indemnified Person at law or in equity or otherwise.
(c) Whenever in this Agreement an Indemnified Person
is permitted or required to make a decision (i) in its
"discretion" or under a grant of similar authority, the
Indemnified Person shall be entitled to consider only such
interests and factors as it desires, including its own interests,
and shall have no duty or obligation to give any consideration to
any interest of, or factors affecting, the Partnership or any
other Person, or (ii) in its "good faith" or under another
express standard, the Indemnified Person shall act under such
express standard and shall not be subject to any other or
different standard imposed by this Agreement or other applicable
law.
Section IX.6 Indemnification.
(a) To the fullest extent permitted by applicable law,
the Partnership shall indemnify and hold harmless each
Indemnified Person from and against any loss, damage or claim
incurred by such Indemnified Person by reason of any act or
omission performed or omitted by such Indemnified Person in good
faith on behalf of the Partnership and in a manner reasonably
believed to be within the scope of authority conferred on such
Indemnified Person by this Agreement, except that no Indemnified
Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by
reason of gross negligence or willful misconduct with respect to
such acts or omissions; provided, however, that any indemnity
under this Section 9.6 shall be provided out of and to the extent
of Partnership assets only, and no Covered Person shall have any
personal liability on account thereof.
(b) To the fullest extent permitted by applicable law,
expenses (including legal fees) incurred by an Indemnified Person
in defending any claim, demand, action, suit or proceeding shall,
from time to time, be advanced by the Partnership prior to the
final disposition of such claim, demand, action, suit or
proceeding upon receipt by the Partnership of an undertaking by
or on behalf of the Indemnified Person to repay such amount if it
shall be determined that the Indemnified Person is not entitled
to be indemnified as authorized in Section 9.6(a).
Section IX.7 Investment Company or Tax Actions. The
General Partner is authorized and directed to conduct the affairs
of and to operate the Partnership in such a way that the
Partnership will not be deemed to be an "investment company"
required to be registered under the Investment Company Act or
classified other than as a partnership for United States federal
income tax purposes and so that the Debentures of any series will
be treated as equity of Entergy London Investments for United
States federal income tax purposes. In this connection, the
General Partner is authorized to take any action not inconsistent
with applicable law or this Agreement, and that does not
materially and adversely affect the interests of Holders, that
the General Partner determines in its discretion to be necessary
or desirable for such purposes.
Section IX.8 Outside Businesses. Any Partner or
Affiliate thereof may engage in or possess an interest in other
business ventures of any nature or description, independently or
with others, similar or dissimilar to the business of the
Partnership, and the Partnership and the other Partners shall
have no rights by virtue of this Agreement in and to such
independent ventures or the income or profits derived therefrom
and the pursuit of any such venture, even if competitive with the
business of the Partnership, shall not be deemed wrongful or
improper. No Partner or Affiliate thereof shall be obligated to
present any particular investment opportunity to the Partnership
even if such opportunity is of a character that, if presented to
the Partnership, could be undertaken by the Partnership, and any
Partner or Affiliate thereof shall have the right to take for its
own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment opportunity.
Section IX.9 Limits on General Partner's Powers. (a)
Anything in this Agreement to the contrary notwithstanding, the
General Partner shall not cause or permit the Partnership to:
(i) acquire any assets other than as expressly
provided herein;
(ii) do any act that would make it impractical or
impossible to carry on the ordinary business of the
Partnership;
(iii) possess Partnership property other than for a
Partnership purpose;
(iv) perform any act that would subject any Limited
Partner to liability as a general partner in any
jurisdiction;
(v) engage in any activity that is not consistent with
the purposes of the Partnership, as set forth in Section
2.3; or
(vi) borrow money or become liable for the borrowings
of any third party or to engage in any financial or other
trade or business.
(b) The General Partner shall not revoke any action
previously authorized or approved by a vote of such Holders
except by subsequent vote of the Holders of not less than 66 2/3%
in Liquidation Preference of the Preferred Securities of such
series.
Section IX.10 Tax Matters Partner.
(a) The General Partner is hereby designated as "Tax
Matters Partner" of the Partnership for purposes of 6231(a)(7)
of the Code and shall have the power to manage and control, on
behalf of the Partnership, any administrative proceeding at the
Partnership level with the Internal Revenue Service relating to
the determination of any item of Partnership income, gain, loss,
deduction or credit for federal income tax purposes.
(b) The General Partner shall not make an election in
accordance with 754 of the Code.
(c) The General Partner and the Holders acknowledge
that they intend, for federal income tax purposes, that the
Partnership shall be treated as a partnership and that the
General Partner and the Holders shall be treated as Partners of
such partnership for such purposes.
Section IX.11 Expenses.
(a) The General Partner shall pay directly (without
any obligation to first exhaust the assets of the Partnership)
all, and the Partnership shall not be obligated to pay, directly
or indirectly, for any, indebtedness, costs and expenses of the
Partnership (including, but not limited to, costs and expenses
relating to the organization of, and offering of limited partner
interests in, the Partnership and costs and expenses relating to
the operation of the Partnership, including without limitation,
costs and expenses of accountants, attorneys, statistical or
bookkeeping services and computing or accounting equipment,
paying agent(s), registrar(s), transfer agent(s), duplicating,
travel and telephone and costs and expenses incurred in
connection with the acquisition, financing, and disposition of
Partnership assets).
(b) The General Partner will pay any and all taxes
(other than United States withholding taxes) of the Partnership
and all liabilities, costs and expenses with respect to such
taxes of the Partnership.
Section IX.12 Mergers, Conversions, Consolidations,
Amalgamations or Replacements.
The General Partner shall not cause or allow the
Partnership to merge with or into, convert into, consolidate,
amalgamate, be replaced by, or convey, transfer or lease its
properties and assets substantially as an entirety to any Person,
except as described below or as permitted or required under
Section 11.3. The Partnership may, without the consent of the
Holders, merge with or into, convert into, consolidate,
amalgamate, be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a limited
partnership, limited liability company or trust organized as such
under the laws of any jurisdiction; provided, that (i) such
successor entity either (a) expressly assumes all of the
obligations of the Partnership with respect to the Preferred
Securities of a particular series or (b) substitutes for such
series of Preferred Securities other securities (the "Successor
Securities") so long as the Successor Securities rank the same as
such series of Preferred Securities rank in priority with respect
to distributions and payments upon liquidation, redemption and
otherwise, (ii) Entergy London Investments expressly acknowledges
such successor entity as the holder of the related series of
Debentures, (iii) the Successor Securities are listed or traded,
or any Successor Securities will be listed or traded upon
notification of issuance, on any national securities exchange or
other organization on which such series of Preferred Securities
are then listed, if any, (iv) such merger, conversion,
consolidation, amalgamation, replacement, conveyance, transfer or
lease does not cause such series of Preferred Securities
(including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization, (v) such
merger, conversion, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the
rights, preferences and privileges of the Holders (including any
Successor Securities) in any material respect, (vi) such
successor entity has a purpose substantially identical to that of
the Partnership, (vii) prior to such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, Entergy
London Investments has received an opinion from independent
counsel experienced in such matters to the effect that (a) such
merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not adversely affect the rights,
preferences and privileges of the Holders (including any
Successor Securities) in any material respect, and (b) following
such merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the
Partnership nor such successor entity will be required to
register as an investment company under the Investment Company
Act and (viii) Entergy London Investments or any permitted
successor or assignee guarantees the obligations of such
successor entity under the Successor Securities at least to the
extent provided by the Guarantee. Notwithstanding the foregoing,
the Partnership shall not, except with the consent of the Holders
of 100% in Liquidation Preference of the Preferred Securities,
consolidate, amalgamate, merge with or into, convert into, be
replaced by or convey, transfer or lease its properties and
assets substantially as an entirety or any other entity or permit
any other entity to consolidate, amalgamate, merge with or into,
convert into, or replace it if such consolidation, amalgamation,
merger, conversion or replacement would cause the Partnership or
the successor entity to be classified as other than a partnership
or grantor trust for United States federal income tax purposes.
ARTICLE X
TRANSFERS OF INTERESTS BY PARTNERS
Section X.1 Transfer of Interests.
(a) Preferred Securities shall be freely transferable
by a Holder.
(b) The General Partner may not assign or transfer its
interest in the Partnership in whole or in part unless (i) prior
to such assignment or transfer, the General Partner has obtained
the consent of the Holders of not less than 66 2/3% in
Liquidation Preference of the Preferred Securities or (ii) the
successor is a directly or indirectly wholly owned subsidiary of
Entergy London Investments that assumes all the obligations of
the General Partner, provided, however, in the case of
clause (ii), that the Partnership has received an opinion of
nationally recognized independent counsel to the Partnership
experienced in such matters to the effect that the Partnership
will continue to be treated as a partnership for federal income
tax purposes following the admission of such subsidiary as the
general partner. The admission of such successor as a general
partner of the Partnership shall be effective upon the filing of
an amendment to the Certificate with the Secretary of State of
the State of Delaware which indicates that such successor has
been admitted as a general partner in the Partnership, and the
General Partner shall cease to be a general partner in the
Partnership immediately following the admission of the successor
as a general partner in the Partnership. Any such successor
general partner in the Partnership is hereby authorized to and
shall continue the business of the Partnership without
dissolution.
(c) Except as provided above, no Interest shall be
transferred, in whole or in part, except in accordance with the
terms and conditions set forth in this Agreement. To the fullest
extent permitted by law, any transfer or purported transfer of
any Interest not made in accordance with this Agreement shall be
null and void.
Section X.2 Transfer of Preferred Certificates. The
General Partner shall provide for the registration and transfer
of Preferred Securities. Subject to the restrictions on transfer
of global Preferred Certificates issued pursuant to Section 10.4,
upon surrender for registration of transfer of any Preferred
Certificate, the General Partner shall cause one or more new
Preferred Certificates to be issued in the name of the designated
transferee or transferee. Every Preferred Certificate
surrendered for registration of transfer shall be accompanied by
a written instrument of transfer in form satisfactory to the
General Partner duly executed by the Holder or his or her
attorney duly authorized in writing. Each Preferred Certificate
surrendered for registration of transfer shall be canceled by the
General Partner. A transferee of a Preferred Security shall be
admitted to the Partnership as a Limited Partner and shall be
entitled to the rights and subject to the obligations of a Holder
hereunder upon the registration of such transfer on the books and
records of the Partnership. By acceptance of a Preferred
Certificate, each transferee of a Preferred Security shall be
deemed to have requested admission as a Limited Partner, to have
authorized the General Partner to execute this Agreement on its
behalf, and to have agreed to be bound by this Agreement.
Registration of transfer of Preferred Securities will
be effected without charge by or on behalf of the Partnership,
but upon payment of any tax or other governmental charges that
may be imposed in connection with any transfer or exchange. The
Partnership will not be required to register or cause to be
registered the transfer of Preferred Securities after such
Preferred Securities have been called for redemption.
Section X.3 Persons Deemed Holders. The Partnership
may treat the Person in whose name any Preferred Security shall
be registered on the books and records of the Partnership as the
sole Holder of such Preferred Security for purposes of receiving
Dividends and any notices required to be delivered to Holders by
this Agreement and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such Preferred Certificate or in
the Preferred Securities represented by such Preferred
Certificate on the part of any other Person, whether or not the
Partnership shall have actual or other notice thereof.
Section X.4 Book-Entry Interests. (a) Except as
otherwise provided in the Action establishing a particular series
of Preferred Securities, the Preferred Securities of each series,
on original issuance, will be issued in the form of a global
Preferred Certificate or Preferred Certificates, to be delivered
to the Clearing Agency designated as such with respect to such
series by, or on behalf of, the Partnership. Such global
Preferred Certificate or Certificates shall be executed and
delivered by the General Partner and shall initially be
registered on the books and records of the Partnership in the
name of the Clearing Agency or its nominee and no Definitive
Preferred Certificates shall be issued except as provided in
Section 10.5 and shall bear such legends with respect to transfer
and related matters as may be required by the rules and
regulations of such Clearing Agency.
(b) None of the Partnership, the General Partner nor
any agent of the General Partner or the Partnership shall have
any liability with respect to or responsibility for the records
of the Clearing Agency.
Section X.5 Definitive Preferred Certificates. If (a)
the Clearing Agency elects to discontinue its services as
securities depository by giving notice to the Partnership or the
General Partner, and a successor Clearing Agency is not
appointed, (b) the Partnership fails to pay any amounts due and
payable on any series of the Preferred Securities or the
Guarantor fails to pay any amounts due and payable in respect of
the Guarantee as required by their respective terms, or (c) if
the General Partner on behalf of the Partnership elects to
terminate the book-entry system through the Clearing Agency, then
Definitive Preferred Certificates shall be prepared by the
Partnership. Upon surrender of the global Preferred Certificate
or Preferred Certificates registered in the name of the Clearing
Agency or its nominee, accompanied by registration instructions,
the General Partner shall cause Definitive Preferred Certificates
to be printed and delivered in accordance with the Cleaning
Agency's instructions. Neither the General Partner nor the
Partnership shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected
in relying on, such instructions. The Definitive Preferred
Certificates shall be printed, lithographed or engraved or may be
produced in any other manner as may be required by any national
securities exchange on which the Preferred Securities may be
listed and as is reasonably acceptable to the General Partner, as
evidenced by its execution thereof. Definitive Preferred
Certificates shall be executed and delivered by the General
Partner and countersigned by the registrar and transfer agent
with respect thereto.
ARTICLE XI
WITHDRAWAL; DISSOLUTION;
LIQUIDATION AND DISTRIBUTION OF ASSETS
Section XI.1 Withdrawal of Partners. The General
Partner shall not at any time retire or withdraw from the
Partnership except as otherwise permitted hereunder. If the
General Partner retires or withdraws in contravention of this
Section 11.1, it shall indemnify, defend and hold harmless the
Partnership and the other Partners from and against any losses,
expenses, judgments, fines, settlements or damages suffered or
incurred by the Partnership or such other Partners arising out of
or resulting from such retirement or withdrawal.
Section XI.2 Dissolution of the Partnership.
(a) The Partnership shall not be dissolved by the
admission or withdrawal of Partners in accordance with the terms
of this Agreement. Except as provided in Section 11.2(b)(ii),
the death, retirement, resignation, expulsion, bankruptcy or
dissolution of a Partner, or the occurrence of any other event
which terminates the Interest of a Partner in the Partnership,
shall not cause the Partnership to be dissolved and its affairs
wound up so long as the Partnership at all times has at least two
Partners. Upon the occurrence of any such event, the business of
the Partnership shall be continued without dissolution.
(b) The Partnership shall be dissolved and its affairs
shall be wound up upon the earliest to occur of any of the
following events:
(i) the delivery of written direction by the General
Partner to dissolve the Partnership (which direction is
optional and wholly within the discretion of the General
Partner);
(ii) upon the assignment by the General Partner of its
entire interest in the Partnership when the assignee is not
admitted to the Partnership as a general partner of the
Partnership in accordance with Section 10.1(b), or the
filing of a certificate of dissolution or its equivalent,
with respect to the General Partner, or the revocation of
the General Partner's charter and the expiration of 90 days
after the date of notice to the General Partner of
revocation without a reinstatement of its charter, or any
other event occurs which causes the General Partner to cease
to be a general partner of the Partnership under the Act,
unless the business of the Partnership is continued in
accordance with this Agreement and the Act;
(iii) the entry of an order for the dissolution of
the Partnership under Section 17-802 of the Act by a court
of competent jurisdiction; or
(iv) in accordance with the provisions of each Action
establishing any series of Preferred Securities then
outstanding.
(c) Upon dissolution of the Partnership, the
Liquidator, as defined below, shall promptly notify the Partners
of such dissolution.
Section XI.3 Liquidation.
(a) In the event of the dissolution of the Partnership
for any reason, the General Partner (or, if the Partnership is
dissolved pursuant to Section 11.2(b)(ii), then a liquidating
trustee appointed by Holders of not less than 66 2/3% of the
aggregate Liquidation Preference of each series of Preferred
Securities then outstanding (the General Partner or such Person
so appointed is hereinafter referred to as the "Liquidator"))
shall commence to wind up the affairs of the Partnership and to
liquidate the Partnership's assets; provided, however, that a
reasonable time shall be allowed for the orderly liquidation of
the assets of the Partnership and the satisfaction of liabilities
to creditors so as to enable the Partners to minimize the normal
losses attendant upon liquidation. The Partners shall continue
to share all income, losses and distributions during the period
of liquidation in accordance with Articles IV and V. Subject to
the provisions of this Article XI, the Liquidator shall have full
right and unlimited discretion to determine the time, manner and
terms of any sale or sales of Partnership property pursuant to
such liquidation, giving due regard to the activity and condition
of the relevant market and general financial and economic
conditions.
(b) The Liquidator shall have all of the rights and
powers with respect to the assets and liabilities of the
Partnership in connection with the liquidation and termination of
the Partnership that the General Partner would have with respect
to the assets and liabilities of the Partnership during the term
of the Partnership, and the Liquidator is hereby expressly
authorized and empowered to execute any and all documents
necessary or desirable to effectuate the liquidation and
termination of the Partnership and the transfer of any assets.
(c) Notwithstanding the foregoing, a Liquidator that
is not the General Partner shall not be deemed a Partner in this
Partnership and shall not have any of the economic interests in
the Partnership of a Partner; and such Liquidator may be
compensated by the Limited Partners for its services to the
Partnership at normal, customary and competitive rates for its
services to the Partnership as reasonably determined by at least
50% of the Limited Partners.
Section XI.4 Distribution in Liquidation. The
proceeds of liquidation shall be applied in the following order
of priority (and without regard to the provisions of Section
17-804 of the Act):
(i) to creditors of the Partnership, including
Partners who are creditors, to the extent otherwise
permitted by law, in satisfaction of the liabilities of the
Partnership (whether by payment or the making of reasonable
provision for payment thereof), other than liabilities for
distributions (including Dividends) to Partners;
(ii) to the Limited Partners to the extent of and in
proportion to the Liquidation Preference of their respective
Preferred Securities; and
(iii) to the Partners in proportion to each
Partner's positive Capital Account balance.
Section XI.5 Rights of Limited Partners. Each Limited
Partner shall look solely to the assets of the Partnership for
all distributions with respect to the Partnership and such
Partner's capital contribution (including returns thereof), and
such Partner's share of profits or losses thereof, and shall have
no recourse therefor (upon dissolution or otherwise) against the
General Partner; provided, however, that nothing in this Section
11.5 shall limit the obligations of Entergy London Investments in
its capacity as Guarantor under the Guarantee. No Partner shall
have any right to demand or receive property other than cash upon
dissolution and termination of the Partnership.
Section XI.6 Termination. The Partnership shall
terminate when all of the assets of the Partnership shall have
been disposed of and the assets shall have been distributed as
provided in Section 11.4. The Liquidator shall then execute and
cause to be filed a certificate of cancellation of the
Certificate.
ARTICLE XII
AMENDMENTS AND MEETINGS
Section XII.1 Amendments. Except as otherwise
provided in this Agreement or by any applicable terms of any
Action establishing a series of Preferred Securities, this
Agreement may be amended by, and only by, a written instrument
executed by the General Partner and may be effected only as
permitted by the terms of any Action establishing such series of
Preferred Securities.
Section XII.2 Amendment of Certificate. In the event
this Agreement shall be amended pursuant to Section 12.1, the
General Partner shall cause the Certificate to be amended to
reflect such change if it deems such amendment of the Certificate
to be necessary or appropriate.
Section XII.3 Meetings of Partners.
(a) Meetings of the Limited Partners who are Holders
may be called at any time by the General Partner to consider and
act on any matter on which Limited Partners are entitled to act
under the terms of this Agreement or the Act. The General
Partner shall call a meeting of Holders of all of the outstanding
Preferred Securities or of Holders of any particular series of
Preferred Securities if directed to do so by Holders of not less
than 10% in Liquidation Preference of all the outstanding
Preferred Securities, or of that series, respectively, as
permitted by this Agreement. Such direction shall be given by
delivering to the General Partner a request in writing stating
that the signing Limited Partners desire a meeting to be called
and indicating the general or specific purpose for which the
meeting is to be called.
(b) Notice of any such meeting shall be given to all
Partners not less than seven Business Days nor more than 60 days
prior to the date of such meeting. Each such notice shall set
forth the date, time and place of the meeting, a description of
any matter on which Holders are entitled to vote and instructions
for the delivery of proxies or written consents.
(c) Any required approval of Holders of any Preferred
Securities may be given at a meeting of such Holders convened for
such purpose or pursuant to written consent. The Partnership
will cause a notice of any meeting at which Holders of any
Preferred Securities are entitled to vote, or of any matter upon
which action by written consent of such Holders is to be taken,
to be mailed to each Holder of record of such Preferred
Securities. Each such notice will include a statement setting
forth (x) the date, time and place of such meeting or the date by
which such action is to be taken, (y) a description of any matter
on which such Holders are entitled to vote or upon which written
consent is sought and (z) instructions for the delivery of
proxies or written consents. No vote or consent of the Holders
of Preferred Securities will be required for the Partnership to
redeem and cancel Preferred Securities in accordance with the
provisions of this Agreement or the terms of the Action
establishing the relevant series of Preferred Securities.
(d) Each Partner may authorize any Person to act for
it by proxy on all matters as to which a Partner is entitled to
participate, including waiving notice of any meeting, or voting
or participating at a meeting. Every proxy must be signed by the
Partner or its attorney-in-fact. No proxy shall be valid after
the expiration of 11 months from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the Partner executing it.
(e) Each meeting of Partners shall be conducted by the
General Partner or by such other Person that the General Partner
may designate.
(f) The General Partner may establish all other
reasonable procedures relating to meetings of Partners or the
giving of written consents, in addition to those expressly
provided, including waiver of any such notice, action by consent
without a meeting, the establishment of a record date, quorum
requirements, voting in person, by representative or by proxy or
any other matter with respect to the exercise of any such right
to vote.
ARTICLE XIII
MISCELLANEOUS
Section XIII.1 Notices. All notices provided for in
this Agreement shall be in writing, and shall be delivered or
mailed by first class or registered or certified mail or, with
respect to the Partnership and General Partner, telecopied, as
follows:
(a) if given to the Partnership, in care of the
General Partner at the Partnership's mailing address set forth
below:
Entergy London Capital, L.P.
c/o Entergy London Investments UK plc
000 Xxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Attention: _______________________
Telecopy No: (000) 000-0000
(b) if given to the General Partner, at its mailing
address set forth below:
Entergy London Investments UK plc
000 Xxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Attention: _______________________
Telecopy No: (000) 000-0000
(c) if given to any other Partner, at the address set
forth on the books and records of the Partnership.
Section XIII.2 Power of Attorney. Each Holder does
hereby constitute and appoint the General Partner as its true and
lawful representative and attorney-in-fact, with full power of
substitution, in its name, place and stead to make, execute,
sign, deliver and file (a) any amendment of the Certificate
required because of an amendment of this Agreement or in order to
effect any change in the Partnership consistent with the terms of
this Agreement, (b) this Agreement, (c) any duly adopted
amendments to this Agreement and (d) all such other instruments,
documents and certificates which from time to time may be
required by the laws of the United States of America, the State
of Delaware or any other jurisdiction, or any political
subdivision or agency thereof, to effectuate, implement and
continue the valid and subsisting existence of the Partnership or
to dissolve the Partnership or for any other purpose consistent
with this Agreement and the transactions contemplated hereby.
The power of attorney granted hereby is coupled with an
interest and shall (a) survive and not be affected by the
subsequent death, incapacity, disability, dissolution,
termination, or bankruptcy of the Holder granting the same or the
transfer of all or any portion of such Holder's Interest and (b)
extend to such Holder's successors, assigns and legal
representatives.
Section XIII.3 Entire Agreement. This Agreement
constitutes the entire agreement among the parties. It
supersedes any prior agreement or understandings among them, and
it may not be modified or amended in any manner other than as set
forth herein.
Section XIII.4 GOVERNING LAW. THIS AGREEMENT AND THE
RIGHTS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
Section XIII.5 Effect. Except as herein otherwise
specifically provided, this Agreement shall be binding upon and
inure to the benefit of the parties and their legal
representatives, successors and assigns.
Section XIII.6 Pronouns and Number. Wherever from the
context it appears appropriate, each term stated in either the
singular or the plural shall include the singular and the plural,
and pronouns stated in the masculine, feminine or neuter shall
include the masculine, feminine and neuter.
Section XIII.7 Captions. Captions contained in this
Agreement are inserted only as a matter of convenience and in no
way define, limit or extend the scope or intent of this Agreement
or any provision hereof.
Section XIII.8 Partial Enforceability. If any
provision of this Agreement, or the application of such provision
to any Person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision
to Persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.
Section XIII.9 Counterparts. This Agreement may
contain more than one counterpart of the signature page and this
Agreement may be executed by the affixing of the signature of
each of the signers to one of such counterpart signature pages.
All of such counterparts signature pages shall be read as though
one, and they shall have the same force and effect as though all
of the signers had signed a single signature page.
Section XIII.10 Remedies. The failure of any party to
seek redress for violation of, or to insist upon the strict
performance of, any provision of this Agreement shall not prevent
a subsequent act, which would have originally constituted a
violation, from having the effect of an original violation. The
rights and remedies provided by this Agreement are cumulative and
the use of any one right or remedy by any party shall not
preclude or waive its right to use any or all other remedies.
Said rights and remedies are given in addition to any other
rights the parties may have by law, statute, ordinance or
otherwise.
Section XIII.11 Acceptance of Terms of the Guarantee
and the Indenture.
The receipt and acceptance of a Preferred Security or
any interest therein by or on behalf of a Holder or any
beneficial owner, without any signature or further manifestation
of assent, shall constitute the unconditional agreement by the
Holder and all others having a beneficial interest in such
Preferred Security to the subordination provisions and other
terms of the Guarantee and the Indenture and shall constitute the
agreement of the Partnership, such Holder and such others that
those terms and provisions shall be binding, operative and
effective as between the Partnership and such Holder and such
others.
Section XIII.12 Consent to Jurisdiction.
(a) The General Partner agrees (i) that any legal
action, suit or proceeding against it with respect to its
obligations, liabilities or any other matter arising out of or in
connection with this Agreement may be brought in any federal or
state court in the State of Delaware, and (ii) to file such
consents with such authorities as may be required to irrevocably
evidence such agreement.
(b) The General Partner irrevocably and
unconditionally waives, to the fullest extent permitted by law,
any objection that it may now or hereafter have to the laying of
venue of any of the aforesaid actions, suits or proceedings
arising out of or in connection with this Agreement brought in
any federal or state courts located in the State of Delaware and
hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action,
suit or proceeding brought in any such court has been brought in
an inconvenient forum.
Section XIII.13 Waiver of Immunities. To the extent
that the General Partner or any of its properties, assets or
revenues may have or may hereafter become entitled to, or have
attributed to it, any right of immunity, on the grounds of
sovereignty or otherwise, from any legal action, suit or
proceeding, from the giving of any relief in any thereof, from
set-off or counterclaim, from the jurisdiction of any court, from
service process, from attachment upon or prior to judgment, from
attachment in aid of execution of judgment, or from execution of
judgment, or other legal process or proceeding for the giving of
any relief or for the enforcement of any judgment, in any
jurisdiction in which proceedings may at any time be commenced,
with respect to its obligations, liabilities or any other matter
under or arising out of or in connection with this Agreement or
the Preferred Securities of any series, the General Partner
hereby irrevocably and unconditionally waives and agrees not to
plead or claim, any such immunity and consents to such relief and
enforcement. Nothing in this Section 13.13 shall be deemed to
waive any defense (other than any such immunity) available to the
General Partner.
Section XIII.14 Judgment Currency. The General
Partner agrees to indemnify the Holders of the Preferred
Securities of any series against any loss incurred by such
indemnified party as a result of any judgment or order being
given or made for any amount due under this Agreement or the
Preferred Securities of any series and such judgment or order
being expressed and paid in a currency (the "Judgment Currency")
other than United States dollars and as a result of any variation
as between (i) the rate of exchange at which the United States
dollar amount is converted into the Judgment Currency for the
purpose of such judgment or order, and (ii) the rate of exchange
at which any such indemnified party is able to purchase United
States dollars, at the business day nearest the date of judgment,
with the amount of the Judgment Currency actually received by any
such indemnified party. If, alternatively, any such indemnified
party receives a profit as a result of such currency conversion,
it will return any such profits to the General Partner (after
taking into account any taxes or other costs arising in
connection with such conversion and repayment). The foregoing
indemnity shall constitute a separate and independent obligation
of the General Partner, and shall continue in full force and
effect notwithstanding any such judgment or order as aforesaid.
The term "rate of exchange" shall include any premiums and costs
or exchange payable in connection with the purchase of, or
conversion into, the relevant currency.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above stated.
General Partner:
ENTERGY LONDON INVESTMENTS UK plc
By:
Name:
Title:
INITIAL LIMITED PARTNER:
XXXXXXX X. XXXXX, XX.
LIMITED PARTNERS:
All Limited Partners now and hereafter
admitted as limited partners pursuant to
powers of attorney and/or authorizations
now or hereafter given in favor of the
General Partner
By: Entergy London Investments UK plc
By:
Name:
Title:
ANNEX A
[INSERT ANY LEGEND REQUIRED BY CLEARING AGENCY]
Certificate Number Number of Preferred Securities
CUSIP NO.
Certificate Evidencing Preferred Securities
of
Entergy London Capital, L.P.
__% Cumulative Quarterly Income Preferred Securities, Series _
(liquidation preference $__ per Preferred Security)
Entergy London Capital, L.P., a limited partnership
formed under the laws of the State of Delaware (the
"Partnership"), hereby certifies that _____________ (the
"Holder") is the registered owner of _______% Cumulative
Quarterly Income Preferred Securities, Series __ (liquidation
preference $_____ per Preferred Security) (the "Series __
Preferred Securities") representing limited partner interests in
the Partnership. The Series __ Preferred Securities are fully
paid and are nonassessable limited partner interests in the
Partnership, as to which the Limited Partners in the Partnership
who hold the Preferred Securities (the "Holders"), in their
capacities as limited partners in the Partnership, will, assuming
such Holders do not participate in the control of the business of
the Partnership, have no liability solely by reason of being
Holders (subject to the obligation of a limited partner to repay
any funds wrongfully distributed to it), and [[,subject to any
restrictions on transfer required by a Clearing Agency,] , INSERT
IF GLOBAL CERTIFICATE], are freely transferable on the books and
records of the Partnership, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The rights, privileges or preference
of the Series __ Preferred Securities are set forth in, and this
certificate and the Series __ Preferred Securities represented
hereby are issued and shall in all respects be subject to the
terms and provisions of, the Amended and Restated Limited
Partnership Agreement, dated as of _____ __, 1997, as the same
may be amended from time to time in accordance with its terms
(the "Limited Partnership Agreement"), and the Action of the
General Partner (the "Action") taken pursuant thereto authorizing
the issuance of the Series __ Preferred Securities and
determining the designations, rights, privileges, restrictions,
preferences and other terms and provisions regarding Dividends,
voting, return of capital and other matters relating to the
Series __ Preferred Securities. Capitalized terms used herein
but not defined herein shall have the meaning given them in the
Limited Partnership Agreement or the Action. The Holder is
entitled to the benefits of the Guarantee Agreement between
Entergy London Investments UK plc, a public limited company
incorporated under the laws of England and Wales ("Entergy London
Investments"), and the Guarantee Trustee dated as of _______ __,
______ (as amended from time to time in accordance with its
terms, the "Guarantee") to the extent provided therein. The
Partnership will furnish a copy of the Limited Partnership
Agreement and the Guarantee to the Holder without charge upon
written request to the Partnership at its principal place of
business or registered office.
The Holder, by accepting this certificate, is deemed to
have agreed (i) to be bound by the provisions of the Limited
Partnership Agreement and the Action and (ii) to the
subordination provisions and other terms of the Indenture and the
Guarantee. Upon registration of this Certificate in the books
and records of the Partnership, the Holder was admitted to the
Partnership as a limited partner of the Partnership, is bound by
the Limited Partnership Agreement and is entitled to the benefits
thereunder.
Reference is hereby made to the further provisions of
the Series ____ Preferred Securities set forth on the reverse
hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
IN WITNESS WHEREOF, the Partnership has executed this
certificate this __ the day of __________.
ENTERGY LONDON CAPITAL, L.P.
By: ENTERGY LONDON INVESTMENTS UK
plc, its General Partner
By:___________________________
Name:
Title:
[Countersigned and Registered:
By:[_____________________________]
Transfer Agent and Registrar
By:_________________________
Name:
Title: ]*
__________________________
* Only for Preferred Securities in definitive form.
[REVERSE OF CERTIFICATE]
[Insert Terms of Particular Series of Preferred Securities from
Action with Respect Thereto]
ANNEX B
TERMS OF THE _____% CUMULATIVE QUARTERLY
INCOME PREFERRED SECURITIES, SERIES A
OF ENTERGY LONDON CAPITAL, L.P.
(liquidation preference $25 per Preferred Security)
I Designation. __________ Preferred Securities of
the Partnership are hereby constituted as a series of Preferred
Securities, with a liquidation preference of $25 each (the
"Liquidation Preference"), designated as "______% Cumulative
Quarterly Income Preferred Securities, Series A" (hereinafter
called the "Series A Preferred Securities"). The Series A
Preferred Securities are being issued pursuant to the Amended and
Restated Limited Partnership Agreement of Entergy London Capital,
L.P., dated as of _____ __, 1997 (as amended from time to time in
accordance with its terms, the "Limited Partnership Agreement").
Capitalized terms used but not defined herein have the meanings
set forth in the Limited Partnership Agreement.
2. Ranking. The limited partner interests
represented by the Series A Preferred Securities will have a
preference with respect to cash distributions and amounts payable
on dissolution, redemption or otherwise over the general partner
interests in the Partnership.
3. Dividends. Holders of the Series A Preferred
Securities shall be entitled to receive, when, as and if declared
by the Partnership, cumulative dividends out of funds of the
Partnership legally available therefor, accumulating from the
date of original issuance and payable quarterly in arrears on
March 31, June 30, September 30 and December 31 of each year
(each, a "Dividend Payment Date"), commencing ____ __, 1997
("Dividends"). The Dividends payable on each Series A Preferred
Security will be fixed at a rate per annum of $_______, or _____%
of the initial Liquidation Preference of $25. Dividends that are
in arrears for more than one quarter will accumulate additional
Dividends thereon at the rate of __% per annum thereof compounded
quarterly ("Additional Dividends"). The term "Dividends" as used
herein includes any Additional Dividends. Additional Amounts (as
defined herein) or Additional Interest (as defined in the
Indenture). The amount of Dividends payable for any period will
be computed on the basis of twelve 30-day months and a 360-day
year and, for any period shorter than a full quarter, will be
computed on the basis of the actual number of days elapsed in
such period.
If the payment of interest on the series of Debentures
issued in connection with the issuance and sale of the Series A
Preferred Securities (the "Series A Debentures") is deferred
pursuant to Section 311 of the Indenture, then Dividends on the
Series A Preferred Securities will be deferred for as long as
such interest payments are deferred and the rate per annum at
which Dividends on the Series A Preferred Securities accumulate
shall be increased by an amount such that the aggregate amount of
Dividends that accumulate on all Series A Preferred Securities
during any such deferral is equal to the aggregate amount of
interest (including, to the extent permitted by law, interest
payable on unpaid interest at the percentage rate per annum set
forth above, compounded quarterly) that accrues while interest is
so deferred on the Series A Debentures. The General Partner
shall give notice of Entergy London Investments' intention to
defer payment of interest on the Series A Debentures to the
Holders of the Series A Preferred Securities within five Business
Days of the receipt of notice thereof.
The Partnership will be required to declare and pay in
full on each Dividend Payment Date Dividends on the Series A
Preferred Securities to the extent that the Partnership has funds
legally available for the payment of such Dividends and cash on
hand sufficient to make such payments. The Partnership will be
prohibited from paying Dividends in any other circumstances.
Dividends declared on the Series A Preferred Securities
will be payable to the Holders thereof as they appear on the
books and records of the Partnership at the close of business on
the relevant record date, which will be one Business Day prior to
the relevant Dividend Payment Date. In the event that any
Dividend Payment Date is not a Business Day, then payment of the
Dividends payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay), except that, if
such Business Day is in the next succeeding calendar year,
payment of such Dividends shall be made on the immediately
preceding Business Day, in each case with the same force and
effect as if made on such date.
Holders of the Series A Preferred Securities will not
be entitled to any Dividend or other payment (other than the
Redemption Price or the Liquidation Preference), whether payable
in cash, property or shares, in excess of full cumulative
Dividends.
4. Redemptions.
Mandatory Redemption. Upon the redemption, in whole or
in part, of the Series A Debentures, the proceeds from such
redemption will be applied by the Partnership to redeem a Like
Amount (as defined below) of Series A Preferred Securities, upon
not less than 30 nor more than 60 days' notice to each Holder of
Series A Preferred Securities at its registered address, at a
redemption price equal to $25 per Series A Preferred Security,
plus accumulated and unpaid Dividends thereon to the date of
redemption (the "Redemption Price").
Optional Redemption of Series A Debentures. Entergy
London Investments will have the right to redeem the Series A
Debentures on or after ________, 2002, in whole at any time or in
part from time to time, and thereby cause a mandatory redemption
of a Like Amount of Series A Preferred Securities at the
Redemption Price.
Entergy London Investments will also have the right to
redeem the Series A Debentures in whole (but not in part), if
Entergy London Investments has or will become obligated to pay
Additional Amounts (as defined in the Officer's Certificate dated
________, 1997 delivered pursuant to Sections 201 and 301 of the
Indenture), and thereby cause a mandatory redemption of the
Series A Preferred Securities in whole (but not in part) at the
Redemption Price.
Special Event Redemption or Distribution of Series A
Debentures. If a Special Event shall have occurred and be
continuing, Entergy London Investments shall have the right to
redeem the Series A Debentures at any time and thereby cause a
mandatory redemption of the Series A Preferred Securities in
whole (but not in part) at the Redemption Price within 90 days
following the occurrence of such Special Event.
Whether or not a Special Event has occurred, the
General Partner has the right, at any time, to dissolve and,
after satisfaction of liabilities to creditors of the
Partnership, if any, as provided by the Act, to cause a Like
Amount of Series A Debentures to be distributed to the Holders of
the Series A Preferred Securities in liquidation of the
Partnership.
If a Special Event occurs and Entergy London
Investments does not elect to redeem the Series A Debentures or
to dissolve the Partnership, the Series A Preferred Securities
will remain outstanding and, if such Special Event is a Tax
Event, Additional Interest will be payable on the Series A
Debentures.
"Like Amount" means (i) with respect to a redemption of
any Series A Preferred Securities, Series A Preferred Securities
having a Liquidation Preference equal to that portion of the
principal amount of Series A Debentures to be contemporaneously
redeemed and the proceeds of which will be used to pay the
Redemption Price of such Series A Preferred Securities, and (ii)
with respect to a distribution of Series A Debentures to Holders
of the Series A Preferred Securities in connection with a
dissolution of the Partnership, Series A Debentures having a
principal amount equal to the Liquidation Preference of the
Series A Preferred Securities of the Holder to whom such Series A
Debentures are distributed.
5. Redemption Procedures. Series A Preferred
Securities redeemed on each redemption date shall be redeemed at
the Redemption Price with the applicable proceeds from the
contemporaneous redemption of the Series A Debentures.
Redemptions of the Series A Preferred Securities shall be made,
and the Redemption Price shall be payable, on each redemption
date only to the extent that the Partnership has funds on hand
available for the payment of such Redemption Price.
If the Partnership gives a notice of redemption in
respect of the Series A Preferred Securities, then, by 12:00
noon, New York City time, on the redemption date, to the extent
funds are available, the Partnership will deposit irrevocably
with the Clearing Agency funds sufficient to pay the applicable
Redemption Price and will give the Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the
Holders of such Series A Preferred Securities. If the Series A
Preferred Securities are no longer in book-entry form, the
Partnership, to the extent funds are available therefor, will
irrevocably deposit with the paying agent for the Series A
Preferred Securities funds sufficient to pay the applicable
Redemption Price and will give such paying agent irrevocable
instructions and authority to pay the Redemption Price to the
holders thereof upon surrender of their certificates evidencing
such Series A Preferred Securities. Notwithstanding the
foregoing, Dividends payable on or prior to the redemption date
for any Series A Preferred Securities called for redemption shall
be payable to the Holders of such Series A Preferred Securities
as of the relevant record dates for the related Dividend Payment
Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all
rights of the Holders of such Series A Preferred Securities so
called for redemption will cease, except the right of the Holders
of such Series A Preferred Securities to receive the Redemption
Price, but without interest on such Redemption Price, and such
Series A Preferred Securities will cease to be outstanding. In
the event that any date fixed for redemption of Series A
Preferred Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest
or other payment in respect of any such delay), except that, if
such Business Day falls in the next succeeding calendar year,
such payment will be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on
the redemption date. In the event that payment of the Redemption
Price in respect of Series A Preferred Securities called for
redemption is improperly withheld or refused and not paid either
by the Partnership or by Entergy London Investments pursuant to
the Guarantee, Dividends on the Series A Preferred Securities
will continue to accumulate at the then applicable rate from the
redemption date originally established by the Partnership for
such Series A Preferred Securities to the date such Redemption
Price is actually paid, in which case the actual payment date
will be the date fixed for redemption for purposes of calculating
the Redemption Price.
Subject to applicable law (including, without
limitation, Rule 14e-1 under the Exchange Act and any other
applicable United States federal securities law), Entergy London
Investments or its subsidiaries may at any time and from time to
time purchase outstanding Series A Preferred Securities by
tender, in the open market or by private agreement.
Payment of the Redemption Price on the Series A
Preferred Securities and any distribution of Series A Debentures
to Holders of Series A Preferred Securities shall be made to the
holders of record as they appear on the books and records of the
Partnership as of the relevant record date, which, as long as the
Series A Preferred Securities remain in book-entry form, will be
one Business Day prior to the relevant redemption date or
liquidation date, as applicable; provided, however, that in the
event that the Series A Preferred Securities are not in book-
entry form, the relevant record date for the Series A Preferred
Securities shall be the date 15 days prior to the redemption date
or liquidation date, as applicable.
If less than all of the Series A Preferred Securities
are to be redeemed on a redemption date, the particular Series A
Preferred Securities to be redeemed shall be selected not more
than 60 days prior to the redemption date by the General Partner
from the outstanding Series A Preferred Securities not previously
called for redemption, by lot or by such method as the General
Partner shall deem fair and appropriate, which shall provide for
the selection for redemption of portions (equal to $25 or an
integral multiple of $25 in excess thereof) of the Liquidation
Preference of Series A Preferred Securities of a denomination
larger than $25. The General Partner shall promptly notify the
transfer agent and registrar in writing of the Series A Preferred
Securities selected for redemption and, in the case of any Series
A Preferred Securities selected for partial redemption, the
aggregate Liquidation Preference thereof to be redeemed.
If, upon any liquidation of the Partnership, the
Holders of Series A Preferred Securities are paid in full the
aggregate Liquidation Distribution to which they are entitled,
then such Holders will not be entitled to receive or share in any
other assets of the Partnership then or thereafter available for
distribution to any other holders of partnership interests in the
Partnership.
7. Voting Rights. The Limited Partnership Agreement
may be amended from time to time by the General Partner, without
the consent of the Holders of the Series A Preferred Securities
(i) to cure any ambiguity, to correct or supplement any
provisions in the Limited Partnership Agreement that may be
inconsistent with any other provision, or to make any other
provisions with respect to matters or questions arising under the
Limited Partnership Agreement, that shall not be inconsistent
with the other provisions of the Limited Partnership Agreement,
or (ii) to modify, eliminate or add to any provisions of the
Limited Partnership Agreement to such extent as shall be
necessary to ensure that the Partnership will be classified for
United States federal income tax purposes as a partnership or a
grantor trust at all times that any Series A Preferred Securities
are outstanding or to ensure that the Partnership will not be
required to register as an "investment company" under the
Investment Company Act, provided, however, that except in the
case of clause (ii), such action shall not adversely affect in
any material respect the interests of any Holder of Series A
Preferred Securities, and, in the case of clause (i), any such
amendments of the Limited Partnership Agreement shall become
effective when notice thereof is given to the Holders of Series A
Preferred Securities. The Limited Partnership Agreement may be
amended by the General Partner with the consent of Holders of a
majority in Liquidation Preference of the outstanding Series A
Preferred Securities and upon receipt by the General Partner of
an opinion from independent counsel experienced in such matters
to the effect that such amendment of the exercise of any power
granted to the General Partner in accordance with such amendment
will not affect the Partnership's status as a partnership for
United States federal income tax purposes or the Partnership's
exemption from the status as an "investment company" under the
Investment Company Act, provided that without the consent of each
Holder of the Preferred Securities, the Limited Partnership
Agreement may not be amended to change the amount or timing of
any Dividend on the Series A Preferred Securities or otherwise
adversely affect the amount of any Dividend required to be made
in respect of the Series A Preferred Securities as of a specified
date or restrict the right of Holders of the Series A Preferred
Securities to institute suit for the enforcement of any such
payment on or after such date as described below.
So long as any Series A Debentures are held by the
Partnership, the General Partner shall not (i) direct the time,
method and place of conducting any proceeding for any remedy
available to the Debenture Trustee, or executing any trust or
power conferred on the Debenture Trustee with respect to the
Series A Debentures, (ii) waive any past default that is
waiveable under Section 813 of the Indenture, (iii) exercise any
right to rescind or annul a declaration that the principal of all
the Series A Debentures shall be due and payable or (iv) consent
to any amendment, modification or termination of the Indenture or
the Series A Debentures, where such consent shall be required,
without, in each case, obtaining the prior approval of the
Holders of a Majority in Liquidation Preference of all
outstanding Series A Preferred Securities; provided, however,
that where a consent under the Indenture would require the
consent of each holder of Series A Debentures affected thereby,
no such consent shall be given by the General Partner without the
prior written consent of each Holder of the Series A Preferred
Securities. The General Partner shall not revoke any action
previously authorized or approved by a vote of the Series A
Preferred Securities except by subsequent vote of not less than
66 2/3% in Liquidation Preference of the Holders of the Series A
Preferred Securities. The General Partner shall notify all
Holders of Series A Preferred Securities of any notice of default
with respect to the Series A Debentures. In addition to
obtaining the foregoing approvals of the Holders of the Series A
Preferred Securities, prior to taking any of the foregoing
actions, the General Partner shall obtain an opinion from
independent counsel experienced in such matters to the effect
that the Partnership will be classified as a partnership and not
as an association taxable as a corporation for United States
federal income tax purposes on account of such action.
If the General Partner fails to enforce the
Partnership's rights under the Series A Debentures or the
Indenture, a Holder of Series A Preferred Securities may
institute a legal proceeding directly against Entergy London
Investments to enforce the Partnership's rights with respect to
the Series A Debentures or the Indenture, to the fullest extent
permitted by law, without first instituting any legal proceeding
against the General Partner or any other Person. Notwithstanding
the foregoing, a Holder of Series A Preferred Securities may
directly institute a proceeding for enforcement of payment to
such Holder of principal of or interest on the Series A
Debentures having a principal amount equal to the Liquidation
Preference of the Series A Preferred Securities of such Holder on
or after the due dates specified in the Series A Debentures.
Any required approval of Holders of Series A Preferred
Securities may be given at a meeting of Holders of Series A
Preferred Securities convened for such purpose or pursuant to
written consent. The General Partner will cause a notice of any
meeting at which Holders of Series A Preferred Securities are
entitled to vote, or of any matter upon which action by written
consent of such Holders is to be taken, to be given to each
Holder of record of Series A Preferred Securities in the manner
set forth in the Limited Partnership Agreement.
No vote or consent of the Holders of Series A Preferred
Securities will be required for the Partnership to redeem and
cancel the Series A Preferred Securities in accordance with the
Limited Partnership Agreement.
Notwithstanding that Holders of Series A Preferred
Securities are entitled to vote or consent under any of the
circumstances described above, any of the Series A Preferred
Securities that are owned by Entergy London Investments, or any
Affiliate of Entergy London Investments, shall, for purposes of
such vote or consent, be treated as if they were not outstanding.
8. Clearing Agency. The Depository Trust Company
will act as the initial Clearing Agency for the Series A
Preferred Securities.
9. Registrar and Transfer Agent. The Bank of New
York will act as the initial registrar and initial transfer agent
for the Series A Preferred Securities.
10. Guarantee. It shall be a condition precedent to
the issuance of the Series A Preferred Securities that Entergy
London Investments execute and deliver the Guarantee.
11. Form of Security. The Preferred Certificates in
respect of the Series A Preferred Securities shall be in the form
set forth as Exhibit I to this Annex B.
EXHIBIT I
Certificate Number Number of Preferred Securities
CUSIP NO.
Certificate Evidencing Preferred Securities
of
Entergy London Capital, L.P.
____% Cumulative Quarterly Income Preferred Securities, Series A
(liquidation preference $25 per Preferred Security)
Entergy London Capital, L.P., a limited partnership formed under
the laws of the State of Delaware (the "Partnership"), hereby
certifies that __________ (the "Holder") is the registered owner
of _________ ____% Cumulative Quarterly Income Preferred
Securities, Series A (liquidation preference $25 per Preferred
Security) (the "Securities") representing limited partner
interests in the Partnership. The Securities are fully paid and
are nonassessable limited partner interests the Partnership, as
to which the Limited Partners in the Partnership who hold the
Securities (the "Holders"), in their capacities as limited
partners in the Partnership, will, assuming such Holders do not
participate in the control of the business of the Partnership,
have no liability solely by reason of being Holders (subject to
the obligation of a limited partner to repay any funds wrongfully
distributed to it), and are freely transferable on the books and
records of the Partnership, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The rights, privileges or preference
of the Securities are set forth in, and this certificate and the
Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended
Restated Limited Partnership Agreement of the Partnership, dated
as of __________ __, 1997, as the same may be amended from time
to time in accordance with its terms (the "Limited Partnership
Agreement"), and the Action of the General Partner (the "Action")
taken pursuant thereto authorizing the issuance of the Securities
and determining the designations, rights, privileges,
restrictions, preferences and other terms and provisions
regarding Dividends, voting, return of capital and other matters
relating to the Securities. Capitalized terms used herein but
not defined herein shall have the meaning given them in the
Limited Partnership Agreement or the Action. The Holder is
entitled to the benefits of the Guarantee Agreement between
Entergy London Investments UK plc, a public limited company
incorporated under the laws of England and Wales ("Entergy London
Investments"), and the Guarantee Trustee, dated as of __________
__, 1997 (as amended from time to time in accordance with its
terms, the "Guarantee") to the extent provided therein. The
Partnership will furnish a copy of the Limited Partnership
Agreement and the Guarantee to the Holder without charge upon
written request to the Partnership at its principal place of
business or registered office.
The Holder, by accepting this certificate, is deemed to
have agreed (i) to be bound by the provisions of the Limited
Partnership Agreement and the Action and (ii) to the
subordination provisions and other terms of the Indenture and the
Guarantee. Upon registration of this Certificate in the books
and records of the Partnership, the Holder was admitted to the
Partnership as a Limited Partner, is bound by the Limited
Partnership Agreement and is entitled to the benefits thereunder.
Reference is hereby made to the further provisions of
the Securities set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
IN WITNESS WHEREOF, this certificate has been executed
on behalf of the Partnership by its duly authorized General
Partner, this ____ day of __________ 1997.
ENTERGY LONDON CAPITAL, L.P.
By: ENTERGY LONDON INVESTMENTS
UK plc, its General Partner
By:______________________________
Name: [ ]
Title: [ ]
[REVERSE OF CERTIFICATE]
Ranking. The limited partner interests represented by the
Securities will have a preference with respect to cash
distributions and amounts payable on dissolution, redemption or
otherwise over the general partner interests in the Partnership.
Dividends. Holders shall be entitled to receive cumulative
dividends out of funds of the Partnership legally available
therefor, accumulating from , 1997 and payable
quarterly in arrears on , ,
and of each year (each, a "Dividend Payment Date"),
commencing , 1997 ("Dividends"). The Dividends
payable on each Security will be fixed at a rate per annum of
$__________ or _____% of the initial Liquidation Preference of
$25. Dividends that are in arrears for more than one quarter
will accumulate additional Dividends thereon at the rate of __%
per annum thereof compounded quarterly ("Additional Dividends").
The term "Dividends" as used herein includes any Additional
Dividends. Additional Amounts (as defined herein) or Additional
Interest (as defined in the Indenture). The amount of Dividends
payable for any period will be computed on the basis of twelve 30-
day months and a 360-day year and, for any period shorter than a
full quarter, will be computed on the basis of the actual number
of days elapsed in such period.
If the payment of interest on the series of Debentures issued in
connection with the issuance and sale of the Securities (the
"Series A Debentures") is deferred pursuant to Section 311 of the
Indenture, then Dividends on the Securities will be deferred for
as long as such interest payments are deferred and the rate per
annum at which Dividends on the Securities accumulate shall be
increased by an amount such that the aggregate amount of
Dividends that accumulate on all Securities during any such
deferral is equal to the aggregate amount of interest (including,
to the extent permitted by law, interest payable on unpaid
interest at the percentage rate per annum set forth above,
compounded quarterly) that accrues while interest is so deferred
on the Series A Debentures. The General Partner shall give
notice of Entergy London Investments' intention to defer payment
of interest on the Series A Debentures to the Holders of the
Securities within five Business Days of the receipt of notice
thereof.
The Partnership will be required to declare and pay in full on
each Dividend Payment Date Dividends on the Securities to the
extent that the Partnership has funds legally available for the
payment of such Dividends and cash on hand sufficient to make
such payments. The Partnership will be prohibited from paying
Dividends in any other circumstances.
Dividends declared on the Securities will be payable to the
Holders thereof as they appear on the books and records of the
Partnership at the close of business on the relevant record date,
which will be one Business Day prior to the relevant Dividend
Payment Date. In the event that any Dividend Payment Date is not
a Business Day, then payment of the Dividends payable on such
date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any
such delay), except that if such Business Day is in the next
succeeding calendar year, payment of such Dividends shall be made
on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date. If such Business
Day is in the next succeeding calendar year, however, the payment
will be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such date.
Holders will not be entitled to any Dividend or other payment
(other than the Redemption Price or the Liquidation Preference),
whether payable in cash, property or shares, in excess of full
cumulative Dividends.
If accumulated and unpaid Dividends have not been paid in full on
the Securities, the Partnership may not: (i) pay, or declare and
set aside for payment, any dividends (other than dividends in the
forms of additional partner interests that rank subordinate to
the Securities as regards participation in the profits and assets
of the Partnership) on any partner interests that rank junior to
the Securities as regards participation in the profits and assets
of the Partnership; or (ii) redeem, purchase or otherwise acquire
any other partner interest; until, in each case, such time as all
accumulated and unpaid Dividends on all of the Securities shall
have been paid in full for all dividend periods terminating on or
prior to the date of such payment or the date of such redemption,
purchase, or acquisition, as the case may be.
If accumulated and unpaid Dividends have been paid in full on the
Securities for all prior whole Dividend periods, then Holders
will not be entitled to receive or share in any dividends paid,
declared or set aside for payment on any other Interest.
Redemptions.
Mandatory Redemption. Upon the redemption, in whole or in
part, of the Series A Debentures, the proceeds from such
redemption will be applied by the Partnership to redeem a Like
Amount (as defined below) of Securities, upon not less than 30
nor more than 60 days' notice to each Holder of Securities at its
registered address, at a redemption price equal to $25 per
Security, plus accumulation and unpaid Dividends thereon to the
date of redemption (the "Redemption Price").
Optional Redemption of Series A Debentures. Entergy London
Investments will have the right to redeem the Series A Debentures
on or after ________, 2002, in whole at any time or in part from
time to time, and thereby cause a mandatory redemption of a Like
Amount of Securities at the Redemption Price.
Entergy London Investments will also have the right to redeem
the Series A Debentures in whole (but not in part), if Entergy
London Investments has or will become obligated to pay Additional
Amounts (as defined in the Officer's Certificate dated ________,
1997 delivered pursuant to Sections 201 and 301 of the
Indenture), and thereby cause a mandatory redemption of the
Securities in whole (but not in part) at the Redemption Price.
Special Event Redemption or Distribution of Series A
Debentures. If a Special Event shall have occurred and be
continuing, Entergy London Investments shall have the right to
redeem the Series A Debentures at any time in whole (but not in
part) and thereby cause a mandatory redemption of the Securities
in whole (but not in part) at the Redemption Price within 90 days
following the occurrence of such Special Event.
Whether or not a Special Event has occurred, the General
Partner has the right, at any time, to dissolve and, after
satisfaction of liabilities to creditors of the Partnership, if
any, as provided by the Act, to cause a Like Amount of Series A
Debentures to be distributed to the Holders in liquidation of the
Partnership.
If a Special Event occurs and Entergy London Investments does
not elect to redeem the Series A Debentures or to dissolve the
Partnership, the Securities will remain outstanding and, if such
Special Event is a Tax Event, Additional Interest will be payable
on the Series A Debentures.
"Like Amount" means (i) with respect to a redemption of any
Securities, Securities having a Liquidation Preference equal to
that portion of the principal amount of Series A Debentures to be
contemporaneously redeemed and the proceeds of which will be used
to pay the Redemption Price of such Securities, and (ii) with
respect to a distribution of Series A Debentures to Holders in
connection with a dissolution of the Partnership, Series A
Debentures having a principal amount equal to the Liquidation
Preference of the Securities of the Holder to whom such Series A
Debentures are distributed.
Under no circumstances will the Securities be redeemable at the
option of the Holders.
If an Investment Company Event (as defined below) shall occur and
be continuing, the Partnership may at its option (but only with
the Guarantor's consent) redeem the Securities in whole (but not
in part) at the Redemption Price within 90 days following the
occurrence of such Investment Company Event; provided, however,
that, if and as long as at the time there is available to the
General Partner the opportunity to eliminate, within such 90-day
period, the Investment Company Event by taking some ministerial
action, such as the filing of a form or the making of an
election, or the pursuit of some other similar reasonable measure
that has no adverse effect on the Partnership or Entergy London
Investments, the General Partner will pursue such measure in lieu
of redemption. An "Investment Company Event" shall have occurred
if as a result of the occurrence of a change in law or regulation
or a change in the interpretation or application of law or
regulation by any legislative body, court, governmental agency or
regulatory authority (a "Change in Investment Company Act Law")
the Partnership is or will be considered an "investment company"
that is required to be registered under the Investment Company
Act, which Change in Investment Company Act Law becomes effective
on or after _______ , 1997; provided, however, that no
Investment Company Event shall be deemed to have occurred if
Entergy London Investments has successfully issued an additional
or supplemental irrevocable and unconditional guarantee or taken
such other actions as may be necessary so that notwithstanding
such Change in Investment Company Act Law, the Partnership in not
required to be registered as an "investment company" within the
meaning of the Investment Company Act. In case of any
uncertainty regarding an Investment Company Event, the good faith
determination of the General Partner shall be conclusive.
Redemption Procedures. Securities redeemed on each redemption
date shall be redeemed at the Redemption Price with the
applicable proceeds from the contemporaneous redemption of the
Series A Debentures. Redemptions of the Securities shall be
made, and the Redemption Price shall be payable, on each
redemption date only to the extent that the Partnership has funds
on hand available for the payment of such Redemption Price.
If the Partnership gives a notice of redemption in respect of
the Securities, then, by 12:00 noon, New York City time, on the
redemption date, to the extent funds are available, the
Partnership will deposit irrevocably with the Clearing Agency
funds sufficient to pay the applicable Redemption Price and will
give the Clearing Agency irrevocable instructions and authority
to pay the Redemption Price to the Holders of such Securities.
If the Securities are no longer in book-entry form, the
Partnership, to the extent funds are available therefor, will
irrevocably deposit with the paying agent for the Securities
funds sufficient to pay the applicable Redemption Price and will
give such paying agent irrevocable instructions and authority to
pay the Redemption Price to the holders thereof upon surrender of
their certificates evidencing such Securities. Notwithstanding
the foregoing, Dividends payable on or prior to the redemption
date for any Securities called for redemption shall be payable to
the Holders of such Securities as of the relevant record dates
for the related Dividend Payment Date. If notice or redemption
shall have been given and funds deposited as required, then upon
the date of such deposit, all rights of the Holders of such
Securities so called for redemption will cease, except the right
of the Holders of such Securities to receive the Redemption
Price, but without interest on such Redemption Price, and such
Securities will cease to be outstanding. In the event that any
date fixed for redemption of Securities is not a Business Day,
then payment of the Redemption Price payable on such date will be
made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such
delay), except that, if such Business Day falls in the next
succeeding calendar year, such payment will be made on the
immediately preceding Business Day, in each case with the same
force and effect as if made on the redemption date. In the event
that payment of the Redemption Price in respect of Securities
called for redemption is improperly withheld or refused and not
paid either by the Partnership or by Entergy London Investments
pursuant to the Guarantee, Dividends on the Securities will
continue to accumulate at the then applicable rate from the
redemption date originally established by the Partnership for
such Securities to the date such Redemption Price is actually
paid, in which case the actual payment date will be the date
fixed for redemption for purposes of calculating the Redemption
Price.
Subject to applicable law (including, without limitation,
Rule 14e-1 under the Exchange Act and any other applicable United
States federal securities law), Entergy London Investments or its
subsidiaries may at any time and from time to time purchase
outstanding Securities by tender, in the open market or by
private agreement.
Payment of the Redemption Price on the Securities and any
distribution of Series A Debentures to Holders of Securities
shall be made to the holders of record as they appear on the
books and records of the Partnership as of the relevant record
date, which, as long as the Securities remain in book-entry form,
will be one Business Day prior to the relevant redemption date or
liquidation date, as applicable; provided, however, that in the
event that the Securities are not in book-entry form, the
relevant record date for the Securities shall be the date 15 days
prior to the redemption date or liquidation date, as applicable.
If less than all of the Securities are to be redeemed on a
redemption date, the particular Securities to be redeemed shall
be selected not more than 60 days prior to the redemption date by
the General Partner from the outstanding Securities not
previously called for redemption, by lot or by such method as the
General Partner shall deem fair and appropriate, which shall
provide for the selection for redemption of portions (equal to
$25 or an integral multiple of $25 in excess thereof) of the
Liquidation Preference of Securities of a denomination larger
than $25. The General Partner shall promptly notify the transfer
agent and registrar in writing of the Securities selected for
redemption and, in the case of any Securities selected for
partial redemption, the aggregate Liquidation Preference thereof
to be redeemed.
Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
Partnership, the Holders at the time outstanding will be entitled
to receive a liquidation preference of $25 per Security plus all
accumulated and unpaid Dividends (whether or not earned or
declared), to the date of payment (the "Liquidation Preference")
out of the assets of the Partnership legally available for
distribution to Partners prior to any distribution by the
Partnership on any of its Partnership Interests that rank junior
in liquidation to the Securities.
If, upon any liquidation of the Partnership, the Holders are paid
in full the aggregate Liquidation Distribution to which they are
entitled, then such Holders will not be entitled to receive or
share in any other assets of the Partnership then or thereafter
available for distribution to any other holders of partnership
interests in the Partnership.
Voting Rights. The Limited Partnership Agreement may be amended
from time to time by the General Partner, without the consent of
the Holders (i) to cure any ambiguity, to correct or supplement
any provisions in the Limited Partnership Agreement that may be
inconsistent with any other provision, or to make any other
provisions with respect to matters or questions arising under the
Limited Partnership Agreement, that shall not be inconsistent
with the other provisions of the Limited Partnership Agreement,
or (ii) to modify, eliminate or add to any provisions of the
Limited Partnership Agreement to such extent as shall be
necessary to ensure that the Partnership will be classified for
United States federal income tax purposes as a partnership or a
grantor trust at all times that any Securities are outstanding or
to ensure that the Partnership will not be required to register
as an "investment company" under the Investment Company Act,
provided, however, that except in the case of clause (ii), such
action shall not adversely affect in any material respect the
interests of any Securities, and, in the case of clause (i), any
such amendments of the Limited Partnership Agreement shall become
effective when notice thereof is given to the Holders. The
Limited Partnership Agreement may be amended by the General
Partner with the consent of Holders of a Majority in Liquidation
Preference of the outstanding Securities and upon receipt by the
General Partner of an opinion from independent counsel
experienced in such matters to the effect that such amendment of
the exercise of any power granted to the General Partner in
accordance with such amendment will not affect the Partnership's
status as a partnership for United States federal income tax
purposes or the Partnership's exemption from the status as an
"investment company" under the Investment Company Act, provided
that without the consent of each Holder of the Securities, the
Limited Partnership Agreement may not be amended to change the
amount or timing of any Dividend on the Securities or otherwise
adversely affect the amount of any Dividend required to be made
in respect of the Securities as of a specified date or restrict
the right of Holders to institute suit for the enforcement of any
such payment on or after such date as described below.
Any required approval of Holders may be given at a meeting of
Holders convened for such purpose or pursuant to written consent.
The General Partner will cause a notice of any meeting at which
Holders are entitled to vote, or of any matter upon which action
by written consent of such Holders is to be taken, to be given to
each Holder of record of Securities in the manner set forth in
the Limited Partnership Agreement.
No vote or consent of the Holders will be required for the
Partnership to redeem and cancel the Securities in accordance
with the Limited Partnership Agreement.
Notwithstanding that Holders are entitled to vote or consent
under any of the circumstances described above, any of the
Securities that are owned by Entergy London Investments, or any
affiliate of Entergy London Investments, shall, for purposes of
such vote or consent, be treated as if they were not outstanding.
