Exhibit 4(e)
(See legend at the end of this bond for
restrictions on transferability and change of form)
(TEMPORARY REGISTERED BOND)
ENTERGY LOUISIANA, INC.
First Mortgage Bond, 7.60% Series due April 1, 2032
CUSIP 00000X000
TR-1 $150,000,000
ENTERGY LOUISIANA, INC., a corporation of the State of
Louisiana (hereinafter called the "Company"), for value received,
hereby promises to pay to CEDE & CO. or registered assigns, on
April 1, 2032, at the office or agency of the Company in the
Borough of Manhattan, The City of New York,
ONE HUNDRED FIFTY MILLION DOLLARS
in such coin or currency of the United States of America as at
the time of payment is legal tender for public and private debts,
and to pay to the registered owner hereof interest thereon from
March 27, 2002, if the date of this bond is on or prior to July
1, 2002, or if the date of this bond is after July 1, 2002, from
the January 1, April 1, July 1 or October 1 next preceding the
date of this bond, at the rate of 7.60% per annum in like coin or
currency at said office or agency on July 1, 2002 for the period
from March 27, 2002 to July 1, 2002, and thereafter on January 1,
April 1, July 1 and October 1 in each year, until the principal
of this bond shall have become due and payable, and to pay
interest on any overdue principal and (to the extent that payment
of such interest is enforceable under applicable law) on any
overdue installment of interest at the rate of 6% per annum. So
long as this bond is held by The Depository Trust Company or its
nominee, or a successor thereof, the record date for the payment
of interest hereon shall be the Business Day (as defined in the
Fifty-sixth Supplemental Indenture referred to below) immediately
preceding the date on which interest is due; provided, however,
that the record date for the payment of interest which is paid
after the date on which such interest is due, shall be the
Business Day immediately preceding the date on which such
interest is paid. Interest hereon shall be paid to the Person in
whose name this bond is registered at the close of business on
the record date for the payment of such interest.
This bond is a temporary bond and is one of an issue of
bonds of the Company issuable in series and is one of a series
known as its First Mortgage Bonds, 7.60% Series due April 1,
2032, all bonds of all series issued and to be issued under and
equally secured (except insofar as any sinking or other fund,
established in accordance with the provisions of the Mortgage
hereinafter mentioned, may afford additional security for the
bonds of any particular series) by the Company's Mortgage and
Deed of Trust (herein, together with any indenture supplemental
thereto, including the Fifty-sixth Supplemental Indenture dated
as of March 1, 2002, called the "Mortgage"), dated as of April 1,
1944, executed by the Company to The Bank of New York (successor
to Xxxxxx Trust Company of New York) and Xxxxxxx X. Xxxxxxxxx
(successor to Xxxx X. XxXxxxxxxx), as Trustees. Reference is
made to the Mortgage for a description of the property mortgaged
and pledged, the nature and extent of the security, the rights of
the holders of the bonds and of the Trustees in respect thereof,
the duties and immunities of the Trustees and the terms and
conditions upon which the bonds are and are to be secured and the
circumstances under which additional bonds may be issued. With
the consent of the Company and to the extent permitted by and as
provided in the Mortgage, the rights and obligations of the
Company and/or the rights of the holders of the bonds and/or
coupons and/or the terms and provisions of the Mortgage may be
modified or altered by such affirmative vote or votes of the
holders of bonds then outstanding as are specified in the
Mortgage.
The principal hereof may be declared or may become due
prior to the maturity date hereinbefore named on the conditions,
in the manner and at the time set forth in the Mortgage, upon the
occurrence of a default as in the Mortgage provided.
In the manner prescribed in the Mortgage, this bond is
transferable by the registered owner hereof in person, or by his
duly authorized attorney, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, upon surrender
and cancellation of this bond, together with a written instrument
of transfer whenever required by the Company duly executed by the
registered owner or by his duly authorized attorney, and
thereupon a new fully registered bond of the same series for a
like principal amount will be issued to the transferee in
exchange herefor as provided in the Mortgage. The Company and
the Trustees may deem and treat the person in whose name this
bond is registered as the absolute owner hereof for the purpose
of receiving payment and for all other purposes and neither the
Company nor the Trustees shall be affected by any notice to the
contrary.
In the manner prescribed in the Mortgage, any bonds of
this series, upon surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan, The
City of New York, are exchangeable for a like aggregate principal
amount of bonds of the same series of other authorized
denominations.
In the manner prescribed in the Mortgage, this
temporary bond is exchangeable at the office or agency of the
Company in the Borough of Manhattan, The City of New York,
without charge, for a definitive bond or bonds of the same series
of a like aggregate principal amount when such definitive bonds
are prepared and ready for delivery.
As provided in the Mortgage, the Company shall not be
required to make transfers or exchanges of bonds of any series
for a period of ten days next preceding any interest payment date
for bonds of said series, or next preceding any designation of
bonds of said series to be redeemed, and the Company shall not be
required to make transfers or exchanges of any bonds designated
in whole or in part for redemption.
The bonds of this series are subject to redemption as
provided in the Fifty-sixth Supplemental Indenture referred to
above.
No recourse shall be had for the payment of the
principal of or interest on this bond against any incorporator or
any past, present or future subscriber to the capital stock,
stockholder, officer or director of the Company or of any
predecessor or successor corporation, as such, either directly or
through the Company or any predecessor or successor corporation,
under any rule of law, statute or constitution or by the
enforcement of any assessment or otherwise, all such liability of
incorporators, subscribers, stockholders, officers and directors
being released by the holder or owner hereof by the acceptance of
this bond and being likewise waived and released by the terms of
the Mortgage.
This bond shall not become obligatory until The Bank of
New York, the Corporate Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of
authentication certificate endorsed hereon.
IN WITNESS WHEREOF, ENTERGY LOUISIANA, INC. has caused
this bond to be signed in its corporate name by its President or
one of its Vice Presidents by his signature or a facsimile
thereof, and its corporate seal to be impressed or imprinted
hereon and attested by its Secretary or one of its Assistant
Secretaries by his signature or a facsimile thereof.
DATED: March 27, 2002
ENTERGY LOUISIANA, INC.
By /s/ Xxxxxx X. XxXxxx
Xxxxxx X. XxXxxx
Vice President and Treasurer
Attest:
Xxxx X. Xxxxx, Xx.
Xxxx X. Xxxxx, Xx.
Assistant Secretary
CORPORATE TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the series herein designated,
described or provided for in the within-mentioned Mortgage.
THE BANK OF NEW YORK
as Corporate Trustee
By Xxxxxx X. Xxxxxxxxxx
Authorized Signatory
LEGEND
Unless and until this bond is exchanged in whole or in
part for certificated bonds registered in the names of the
various beneficial holders hereof as then certified to the
Corporate Trustee by The Depository Trust Company or its
successor (the "Depositary"), this bond may not be transferred
except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such
successor Depositary.
Unless this certificate is presented by an authorized
representative of the Depositary to the Company or its agent for
registration of transfer, exchange or payment, and any
certificate to be issued is registered in the name of Cede & Co.,
or such other name as requested by an authorized representative
of the Depositary and any amount payable thereunder is made
payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
This bond may be exchanged for certificated bonds
registered in the names of the various beneficial owners hereof
if (a) the Depositary is at any time unwilling or unable to
continue as depositary and a successor depositary is not
appointed by the Company within 90 days, or (b) the Company in
its sole discretion elects to issue certificated bonds to
beneficial owners (as certified to the Company by the
Depositary).
