0000065984-04-000311 Sample Contracts

ENTERGY LOUISIANA, INC. $70,000,000 First Mortgage Bonds 6.40% Series due October 1, 2034 UNDERWRITING AGREEMENT
Underwriting Agreement • October 15th, 2004 • Entergy Louisiana Inc • Electric services

The undersigned, Entergy Louisiana, Inc., a Louisiana corporation (the "Company"), proposes to issue and sell severally to the underwriters set forth in Schedule I attached hereto (the "Underwriters," which term, when the context permits, shall also include any underwriters substituted as hereinafter in Section 11 provided), for whom Morgan Stanley & Co. Incorporated and Greenwich Capital Markets, Inc. are acting as representatives, an aggregate of $70,000,000 principal amount of the Company's First Mortgage Bonds, 6.40% Series due October 1, 2034 (the "Bonds"), as follows:

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ENTERGY LOUISIANA, INC. TO THE BANK OF NEW YORK (successor to Harris Trust Company of New) AND STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin) As Trustees under Entergy Louisiana, Inc.'s Mortgage and Deed of Trust dated as of April 1, 1944...
Fifty-Eighth Supplemental Indenture • October 15th, 2004 • Entergy Louisiana Inc • Electric services

Indenture, dated as of October 1, 2004, between ENTERGY LOUISIANA, INC., a corporation of the State of Louisiana (successor by merger to LOUISIANA POWER & LIGHT COMPANY, a corporation of the State of Florida), whose post office address is 639 Loyola Avenue, New Orleans, Louisiana 70113 (hereinafter sometimes called the "Company"), and THE BANK OF NEW YORK, a New York banking corporation (successor to HARRIS TRUST COMPANY OF NEW YORK) whose principal office is located at 101 Barclay Street, New York, New York 10286 (hereinafter sometimes called "Corporate Trustee"), and STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin), whose address is 63 Euclid Avenue, Massapequa, New York 11758 (said Stephen J. Giurlando being hereinafter sometimes called "Co-Trustee" and the Corporate Trustee and the Co-Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of April 1, 1944 (hereinafter called the "Mortgage"), which Mortga

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