Exhibit 4(d)
ENTERGY LOUISIANA, INC.
TO
THE BANK OF NEW YORK
(successor to ▇▇▇▇▇▇ Trust Company of New York)
AND
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
(successor to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇)
As Trustees under Entergy Louisiana, Inc.'s Mortgage and Deed of
Trust
dated as of April 1, 1944
________________
Fifty-sixth Supplemental Indenture
Providing among other things for
First Mortgage Bonds, 7.60% Series due April 1, 2032
(Sixty-second Series)
Dated as of March 1, 2002
FIFTY-SIXTH SUPPLEMENTAL INDENTURE
Indenture, dated as of March 1, 2002, 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
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter
sometimes called the "Company"), and THE BANK OF NEW YORK, a New
York banking corporation (successor to ▇▇▇▇▇▇ TRUST COMPANY OF NEW
YORK) whose principal office is located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter sometimes called "Corporate
Trustee"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (successor to ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇), whose address is ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ (said ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 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 Mortgage was
executed and delivered by Louisiana Power & Light Company, a
corporation of the State of Florida (hereinafter sometimes called
the "Florida Company"), to secure the payment of bonds issued or
to be issued under and in accordance with the provisions of the
Mortgage, reference to which Mortgage is hereby made, this
Indenture (hereinafter called the "Fifty-sixth Supplemental
Indenture") being supplemental thereto;
WHEREAS, the Mortgage was recorded in various Parishes in the
State of Louisiana, which Parishes are the same Parishes in which
this Fifty-sixth Supplemental Indenture is to be recorded; and
WHEREAS, by the Mortgage, the Florida Company covenanted that
it would execute and deliver such supplemental indenture or
indentures and such further instruments and do such further acts
as might be necessary or proper to carry out more effectually the
purposes of the Mortgage and to make subject to the lien of the
Mortgage any property thereafter acquired and intended to be
subject to the lien thereof; and
WHEREAS, the Florida Company executed and delivered the
following supplemental indentures:
Designation Dated as of
First Supplemental Indenture March 1, 1948
Second Supplemental Indenture November 1, 1950
Third Supplemental Indenture September 1, 1953
Fourth Supplemental Indenture October 1, 1954
Fifth Supplemental Indenture January 1, 1957
Sixth Supplemental Indenture April 1, 1960
Seventh Supplemental Indenture June 1, 1964
Eighth Supplemental Indenture March 1, 1966
Ninth Supplemental Indenture February 1, 1967
Tenth Supplemental Indenture September 1, 1967
Eleventh Supplemental Indenture March 1, 1968
Twelfth Supplemental Indenture June 1, 1969
Thirteenth Supplemental Indenture December 1, 1969
Fourteenth Supplemental Indenture November 1, 1970
Fifteenth Supplemental Indenture April 1, 1971
Sixteenth Supplemental Indenture January 1, 1972
Seventeenth Supplemental Indenture November 1, 1972
Eighteenth Supplemental Indenture June 1, 1973
Nineteenth Supplemental Indenture March 1, 1974
Twentieth Supplemental Indenture November 1, 1974
which supplemental indentures were recorded in various Parishes in
the State of Louisiana; and
WHEREAS, the Florida Company was merged into the Company on
February 28, 1975, and the Company thereupon executed and
delivered a Twenty-first Supplemental Indenture, dated as of March
1, 1975, pursuant to which the Company, among other things,
assumed and agreed duly and punctually to pay the principal of and
interest on the bonds at the time issued and outstanding under the
Mortgage, as then supplemented, in accordance with the provisions
of said bonds and of any appurtenant coupons and of the Mortgage
as so supplemented, and duly and punctually to observe, perform
and fulfill all of the covenants and conditions of the Mortgage,
as so supplemented, to be kept or performed by the Florida
Company, and said Twenty-first Supplemental Indenture was recorded
in various Parishes in the State of Louisiana; and
WHEREAS, the Company has succeeded to and has been
substituted for the Florida Company under the Mortgage with the
same effect as if it had been named as mortgagor corporation
therein; and
WHEREAS, the Company executed and delivered the following
supplemental indentures:
Designation Dated as of
Twenty-second Supplemental Indenture September 1, 1975
Twenty-third Supplemental Indenture December 1, 1976
Twenty-fourth Supplemental Indenture January 1, 1978
Twenty-fifth Supplemental Indenture July 1, 1978
Twenty-sixth Supplemental Indenture May 1, 1979
Twenty-seventh Supplemental Indenture November 1, 1979
Twenty-eighth Supplemental Indenture December 1, 1980
Twenty-ninth Supplemental Indenture April 1, 1981
Thirtieth Supplemental Indenture December 1, 1981
Thirty-first Supplemental Indenture March 1, 1983
Thirty-second Supplemental Indenture September 1, 1983
Thirty-third Supplemental Indenture August 1, 1984
Thirty-fourth Supplemental Indenture November 1, 1984
Thirty-fifth Supplemental Indenture December 1, 1984
Thirty-sixth Supplemental Indenture December 1, 1985
Thirty-seventh Supplemental Indenture April 1, 1986
Thirty-eighth Supplemental Indenture November 1, 1986
Thirty-ninth Supplemental Indenture May 1, 1988
Fortieth Supplemental Indenture December 1, 1988
Forty-first Supplemental Indenture April 1, 1990
Forty-second Supplemental Indenture June 1, 1991
Forty-third Supplemental Indenture April 1, 1992
Forty-fourth Supplemental Indenture July 1, 1992
Forty-fifth Supplemental Indenture December 1, 1992
Forty-sixth Supplemental Indenture March 1, 1993
Forty-seventh Supplemental Indenture May 1, 1993
Forty-eighth Supplemental Indenture December 1, 1993
Forty-ninth Supplemental Indenture July 1, 1994
Fiftieth Supplemental Indenture September 1, 1994
Fifty-first Supplemental Indenture March 1, 1996
Fifty-second Supplemental Indenture March 1, 1998
Fifty-third Supplemental Indenture March 1, 1999
Fifty-fourth Supplemental Indenture June 1, 1999
Fifty-fifth Supplemental Indenture May 15, 2000
which supplemental indentures were recorded in various Parishes in
the State of Louisiana; and
WHEREAS, in addition to the property described in the
Mortgage, as supplemented, the Company has acquired certain other
property, rights and interests in property; and
WHEREAS, the Florida Company or the Company has heretofore
issued, in accordance with the provisions of the Mortgage, as
supplemented, the following series of First Mortgage Bonds:
Series Principal Principal
Amount Amount
Issued Outstanding
3% Series due 1974 $17,000,000 None
3 1/8% Series due 1978 10,000,000 None
3% Series due 1980 10,000,000 None
4% Series due 1983 12,000,000 None
3 1/8% Series due 1984 18,000,000 None
4 3/4% Series due 1987 20,000,000 None
5% Series due 1990 20,000,000 None
4 5/8% Series due 1994 25,000,000 None
5 3/4% Series due 1996 35,000,000 None
5 5/8% Series due 1997 16,000,000 None
6 1/2% Series due September 1, 1997 18,000,000 None
7 1/8% Series due 1998 35,000,000 None
9 3/8% Series due 1999 25,000,000 None
9 3/8% Series due 2000 20,000,000 None
7 7/8% Series due 2001 25,000,000 None
7 1/2% Series due 2002 25,000,000 None
7 1/2% Series due November 1, 2002 25,000,000 $15,259,000
8% Series due 2003 45,000,000 None
8 3/4% Series due 2004 45,000,000 None
9 1/2% Series due November 1, 1981 50,000,000 None
9 3/8% Series due September 1, 1983 50,000,000 None
8 3/4% Series due December 1, 2006 40,000,000 None
9% Series due January 1, 1986 75,000,000 None
10% Series due July 1, 2008 60,000,000 None
10 7/8% Series due May 1, 1989 45,000,000 None
13 1/2% Series due November 1, 2009 55,000,000 None
15 3/4% Series due December 1, 1988 50,000,000 None
16% Series due April 1, 1991 75,000,000 None
16 1/4% Series due December 1, 1991 100,000,000 None
12% Series due March 1, 1993 100,000,000 None
13 1/4% Series due March 1, 2013 100,000,000 None
13% Series due September 1, 2013 50,000,000 None
16% Series due August 1, 1994 100,000,000 None
14 3/4% Series due November 1, 2014 55,000,000 None
15 1/4% Series due December 1, 2014 35,000,000 None
14% Series due December 1, 1992 60,000,000 None
14 1/4% Series due December 1, 1995 15,000,000 None
10 1/2% Series due April 1, 1993 200,000,000 None
10 3/8% Series due November 1, 2016 280,000,000 None
Series 1988A due September 30, 1988 13,334,000 None
Series 1988B due September 30, 1988 10,000,000 None
Series 1988C due September 30, 1988 6,667,000 None
10.36% Series due December 1, 1995 75,000,000 None
10 1/8% Series due April 1, 2020 100,000,000 None
Environmental Series A due June 1, 2021 52,500,000 $52,500,000
Environmental Series B due April 1, 2022 20,940,000 20,940,000
7.74% Series due July 1, 2002 179,000,000 56,400,000
8 1/2% Series due July 1, 2022 90,000,000 None
Environmental Series C due December 1, 2022 25,120,000 25,120,000
6.00% Series due March 1, 2000 100,000,000 None
Environmental Series D due May 1, 2023 34,364,000 34,364,000
Environmental Series E due December 1, 2023 25,991,667 25,991,667
Environmental Series F due July 1, 2024 21,335,000 21,335,000
Collateral Series 1994-A, due July 2,2017 117,805,000 109,290,000
Collateral Series 1994-B, due July 2, 2017 58,865,000 54,630,000
Collateral Series 1994-C, due July 2, 2017 31,575,000 29,290,000
8 3/4% Series due March 1, 2026 115,000,000 115,000,000
6-1/2% Series due March 1, 2008 115,000,000 115,000,000
5.80% Series due March 1, 2002 75,000,000 None
Environmental Series G due June 1, 2030 67,200,000 67,200,000
8-1/2% Series due June 1, 2003 150,000,000 150,000,000
which bonds are also hereinafter sometimes called bonds of the
First through Sixty-first Series, respectively; and
WHEREAS, Section 8 of the Mortgage provides that the form of
each series of bonds (other than the First Series) issued
thereunder and of the coupons to be attached to coupon bonds of
such series shall be established by Resolution of the Board of
Directors of the Company and that the form of such series, as
established by said Board of Directors, shall specify the
descriptive title of the bonds and various other terms thereof,
and may also contain such provisions not inconsistent with the
provisions of the Mortgage as the Board of Directors may, in its
discretion, cause to be inserted therein expressing or referring
to the terms and conditions upon which such bonds are to be issued
and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage provides, among other
things, that any power, privilege or right expressly or impliedly
reserved to or in any way conferred upon the Company by any
provision of the Mortgage, whether such power, privilege or right
is in any way restricted or is unrestricted, may be in whole or in
part waived or surrendered or subjected to any restriction if at
the time unrestricted or to additional restrictions if already
restricted, and the Company may enter into any further covenants,
limitations or restrictions for the benefit of any one or more
series of bonds issued thereunder, or the Company may cure any
ambiguity contained therein, or in any supplemental indenture, or
may establish the terms and provisions of any series of bonds
(other than the First Series) by an instrument in writing executed
and acknowledged by the Company in such manner as would be
necessary to entitle a conveyance of real estate to record in all
of the states in which any property at the time subject to the
lien of the Mortgage shall be situated; and
WHEREAS, the Company now desires to create a new series of
bonds and to add to its covenants and agreements contained in the
Mortgage, as heretofore supplemented, certain other covenants and
agreements to be observed by it and to alter and amend in certain
respects the covenants and provisions contained in the Mortgage,
as heretofore supplemented; and
WHEREAS, the execution and delivery by the Company of this
Fifty-sixth Supplemental Indenture, and the terms of the bonds of
the Sixty-second Series, hereinafter referred to, have been duly
authorized by the Board of Directors of the Company by appropriate
Resolutions of said Board of Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That the Company, in consideration of the premises and
of One Dollar to it duly paid by the Trustees at or before the
ensealing and delivery of these presents, the receipt whereof is
hereby acknowledged, and in further evidence of assurance of the
estate, title and rights of the Trustees and in order further to
secure the payment both of the principal of and interest and
premium, if any, on the bonds from time to time issued under the
Mortgage, according to their tenor and effect and the performance
of all the provisions of the Mortgage (including any instruments
supplemental thereto and any modification made as in the Mortgage
provided) and of said bonds, hereby grants, bargains, sells,
releases, conveys, assigns, transfers, mortgages, hypothecates,
affects, pledges, sets over and confirms (subject, however, to
Excepted Encumbrances as defined in Section 6 of the Mortgage)
unto ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and (to the extent of its legal capacity
to hold the same for the purpose hereof) to The Bank of New York,
as Trustees under the Mortgage, and to their successor or
successors in said trust, and to said Trustees and their
successors and assigns forever, all of the property now owned by
the Company and specifically described in the Mortgage, as
supplemented, and all the following described properties of the
Company, whether now owned or hereafter acquired, namely:
PARAGRAPH ONE
The Electric Generating Plants, Plant Sites and Stations, and
all ownership interests therein, of the Company, including all
electric works, power houses, buildings, pipe lines and structures
owned by the Company and all land of the Company on which the same
are situated and all of the Company's lands, together with the
buildings and improvements thereon, and all rights, ways,
servitudes, prescriptions, and easements, rights-of-way, permits,
privileges, licenses, poles, wires, machinery, implements,
equipment and appurtenances, forming a part of said plants, sites
or stations, or any of them, or used or enjoyed, or capable of
being used or enjoyed in conjunction with any of said power
plants, sites, stations, lands and property.
PARAGRAPH TWO
The Electric Substations, Switching Stations, Microwave
installations and UHF-VHF installations of the Company, and the
Sites therefor, including all buildings, structures, towers,
poles, all equipment, appliances and devices for transforming,
converting, switching, transmitting and distributing electric
energy, and for communications, and the lands of the Company on
which the same are situated, and all of the Company's lands,
rights, ways, servitudes, prescriptions, easements, rights-of-way,
machinery, equipment, appliances, devices, licenses and
appurtenances forming a part of said substations, switching
stations, microwave installations or UHF-VHF installations, or any
of them, or used or enjoyed or capable of being used or enjoyed in
conjunction with any of them.
PARAGRAPH THREE
All and Singular the Miscellaneous Lands and Real Estate or
Rights and Interests therein of the Company now owned, or, subject
to the provisions of Section 87 of the Mortgage, hereafter
acquired during the existence of this trust.
PARAGRAPH FOUR
The Electric Transmission Lines of the Company, including the
structures, towers, poles, wires, cables, switch racks,
conductors, transformers, pole type substations, insulators and
all appliances, devices and equipment used or useful in connection
with said transmission lines and systems, and all other property,
real, personal or mixed, forming a part thereof or appertaining
thereto, together with all rights-of-way, easements,
prescriptions, servitudes, permits, privileges, licenses,
consents, immunities and rights for or relating to the
construction, maintenance or operation thereof, through, over,
under or upon any public streets or highways or other lands,
public or private.
PARAGRAPH FIVE
The Electric Submarine Cables of the Company, including the
wires, cables, switch racks, conductors, conduits, transformers,
substations, insulators and all appliances, devices and equipment
used or useful in connection with said submarine cables, and all
other property, real, personal or mixed, forming a part thereof or
appertaining thereto, together with all rights-of-way, easements,
prescriptions, servitudes, permits, privileges, licenses,
consents, immunities and rights for or relating to the
construction, maintenance or operation thereof.
And also all extensions, replacements, branches, taps,
developments and improvements of said submarine cables, or any of
them, and all other submarine cables owned by the Company wherever
situated, whether now owned or hereafter acquired and/or
constructed, as well as all of the Company's rights-of-way,
easements, permits, privileges, licenses, consents, immunities and
rights for or relating to the construction, maintenance or
operation thereof, subject, however, to the provisions of Section
87 of the Mortgage.
PARAGRAPH SIX
The Electric Distribution Lines and Systems of the Company,
including the structures, towers, poles, wires, insulators and
appurtenances, appliances, conductors, conduits, cables,
transformers, meters, regulator stations and regulators,
accessories, devices and equipment and all of the Company's other
property, real, personal or mixed, forming a part of or used,
occupied or enjoyed in connection with or in anywise appertaining
to said distribution lines and systems, together with all of the
Company's rights-of-way, easements, permits, prescriptions,
privileges, municipal or other franchises, licenses, consents,
immunities and rights for or relating to the construction,
maintenance or operation thereof, through, over, under, or upon
any public streets or highways, public or private lands, including
all additions, improvements or replacements to all of the
distribution systems located in the municipalities and parishes
set forth in the Mortgage and in the First through Fifty-fifth
Supplemental Indentures.
And also all branches, extensions, improvements and
developments of or appertaining to or connected with said
distribution lines, systems or any of them, and all other
distribution systems of the Company and parts and portions
thereof, wherever situated, whether connected or not connected
with any of the foregoing systems and whether now owned or
hereafter acquired, as well as all of the Company's rights-of-way,
easements, privileges, prescriptions, permits, municipal or other
franchises, consents and rights for or relating to the
construction, maintenance or operation thereof or any part or
portion thereof, through, over, under or upon any public streets
or highways or public or private lands, whether now owned or
hereafter acquired, subject, however, to the provisions of Section
87 of the Mortgage.
PARAGRAPH SEVEN
The certain franchises, privileges, permits, grants and
consents for the construction, operation and maintenance of
electric systems in, on and under streets, alleys, highways,
roads, and public grounds, areas and rights-of-way, and/or for the
supply and sale of electricity, and all rights incident thereto,
which were granted by the governing bodies of the respective
municipalities, parishes and public authorities in the State of
Louisiana.
Also all other franchises, privileges, permits, grants and
consents owned or hereafter acquired by the Company for the
construction, operation and maintenance of electric systems in, on
or under streets, alleys, highways, roads, and public grounds,
areas and rights-of-way and/or for the supply and sale of
electricity and all rights incident thereto, subject, however, to
the provisions of Section 87 of the Mortgage.
All other property, real, personal and mixed, acquired by the
Company after the date of the execution and delivery of the
Mortgage, in addition to property covered by the First through
Fifty-fifth Supplemental Indentures (except any herein or in the
Mortgage or in said Supplemental Indentures expressly excepted),
now owned or, subject to the provisions of Section 87 of the
Mortgage, hereafter acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any
other way) and wheresoever situated, including (without in anywise
limiting or impairing by the enumeration of the same the scope and
intent of the foregoing or of any general description contained in
this Fifty-sixth Supplemental Indenture) all lands, power sites,
flowage rights, water rights, water locations, water
appropriations, ditches, flumes, reservoirs, reservoir sites,
canals, raceways, dams, dam sites, aqueducts and all other rights
or means for appropriating, conveying, storing and supplying
water; all rights-of-way and roads; all plants for the generation
of electricity by steam, water and/or other power; all power
houses, gas plants, street lighting systems, standards and other
equipment incidental thereto, telephone, radio and television
systems, air-conditioning systems and equipment incidental
thereto, water works, water systems, steam heat and hot water
plants, substations, lines, service and supply systems, bridges,
culverts, tracks, ice or refrigeration plants and equipment,
offices, buildings and other structures and the equipment thereof;
all machinery, engines, boilers, dynamos, electric, gas and other
machines, regulators, meters, transformers, generators, motors,
electrical, gas and mechanical appliances, conduits, cables,
water, steam heat, gas or other pipes, gas mains and pipes,
service pipes, fittings, valves and connections, pole and
transmission lines, wires, cables, tools, implements, apparatus,
furniture and chattels; all municipal and other franchises,
consents, or permits; all lines for the transmission and
distribution of electric current, gas, steam heat or water for any
purpose, including towers, poles, wires, cables, pipes, conduits,
ducts and all apparatus for use in connection therewith; all real
estate, lands, easements, servitudes, licenses, permits,
franchises, privileges, rights-of-way and other rights in or
relating to real estate or the occupancy of the same and (except
as herein or in the Mortgage, as heretofore supplemented,
expressly excepted) all the right, title and interest of the
Company in and to all other property of any kind or nature
appertaining to and/or used and/or occupied and/or enjoyed in
connection with any property hereinbefore or in the Mortgage, as
heretofore supplemented, described.
TOGETHER WITH all and singular the tenements, hereditaments,
prescriptions, servitudes and appurtenances belonging or in any
wise appertaining to the aforesaid property or any part thereof,
with the reversion and reversions, remainder and remainders and
(subject to the provisions of Section 57 of the Mortgage) the
tolls, rents, revenues, issues, earnings, income, product and
profits thereof, and all the estate, right, title and interest and
claim whatsoever, at law as well as in equity, which the Company
now has or may hereafter acquire in and to the aforesaid property
and franchises and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the
provisions of Section 87 of the Mortgage, all the property, rights
and franchises acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any
other way) after the date hereof (except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted), shall
be and are as fully granted and conveyed hereby and as fully
embraced within the lien hereof and the lien of the Mortgage, as
if such property, rights and franchises were now owned by the
Company and were specifically described herein and conveyed
hereby.
PROVIDED THAT the following are not and are not intended to
be now or hereafter granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, hypothecated, affected, pledged,
set over or confirmed hereunder and are hereby expressly excepted
from the lien and operation of this Fifty-sixth Supplemental
Indenture and from the lien and operation of the Mortgage, namely:
(1) cash, shares of stock, bonds, notes and other obligations and
other securities not hereafter specifically pledged, paid,
deposited, delivered or held under the Mortgage or covenanted so
to be; (2) merchandise, equipment, materials or supplies held for
the purpose of sale in the usual course of business and fuel, oil
and similar materials and supplies consumable in the operation of
any properties of the Company; rolling stock, buses, motor
coaches, automobiles and other vehicles and all aircraft; (3)
bills, notes and accounts receivable, judgments, demands and
choses in action, and all contracts, leases and operating
agreements not specifically pledged under the Mortgage or
covenanted so to be; (4) the last day of the term of any lease or
leasehold which may hereafter become subject to the lien of the
Mortgage; (5) electric energy, gas, ice, and other materials or
products generated, manufactured, produced or purchased by the
Company for sale, distribution or use in the ordinary course of
its business; all timber, minerals, mineral rights and royalties;
(6) the Company's franchise to be a corporation; and (7) any
property heretofore released pursuant to any provisions of the
Mortgage and not heretofore disposed of by the Company; provided,
however, that the property and rights expressly excepted from the
lien and operation of the Mortgage in the above subdivisions (2)
and (3) shall (to the extent permitted by law) cease to be so
excepted in the event and as of the date that either or both of
the Trustees or their successor or successors in said trust or a
receiver or trustee shall enter upon and take possession of the
Mortgaged and Pledged Property in the manner provided in Article
XIII of the Mortgage by reason of the occurrence of a Default as
defined in Section 65 thereof.
TO HAVE AND TO HOLD ALL such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over
or confirmed by the Company as aforesaid, or intended so to be,
unto ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and (to the extent of its legal capacity
to hold the same for the purposes hereof) to The Bank of New York,
as Trustees, respectively, and their successors and assigns
forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the
same terms, trusts and conditions and subject to and with the same
provisos and covenants as are set forth in the Mortgage, as
supplemented, this Fifty-sixth Supplemental Indenture being
supplemental thereto.
AND IT IS HEREBY COVENANTED by the Company that all the
terms, conditions, provisos, covenants and provisions contained in
the Mortgage, as supplemented, shall affect and apply to the
property hereinbefore described and conveyed and to the estate,
rights, obligations and duties of the Company and the Trustees and
the beneficiaries of the trust with respect to said property, and
to the Trustees and their successors as Trustees of said property
in the same manner and with the same effect as if said property
had been owned by the Company at the time of the execution of the
Mortgage, and had been specifically and at length described in and
conveyed to said Trustees by the Mortgage as a part of the
property therein stated to be conveyed.
The Company further covenants and agrees to and with the
Trustees and their successor or successors in said trust under the
Mortgage as follows:
ARTICLE I
SIXTY-SECOND SERIES BONDS
SECTION 1. There shall be a series of bonds designated "7.60%
Series due April 1, 2032" (herein sometimes called the "Sixty-
second Series"), each of which shall also bear the descriptive
title "First Mortgage Bond", and the form thereof, which shall be
established by Resolution of the Board of Directors of the
Company, shall contain suitable provisions with respect to the
matters hereinafter in this Section specified. Bonds of the Sixty-
second Series (which shall be initially issued in the aggregate
principal amount of $150,000,000) shall be dated as in Section 10
of the Mortgage provided, shall mature on April 1, 2032, shall be
issued as fully registered bonds in any integral multiple or
multiples of Twenty-five Dollars, and shall bear interest at the
rate of 7.60% per annum, from March 27, 2002, if the date of said
bonds is on or prior to July 1, 2002, or if the date of said bonds
is after July 1, 2002, from the January 1, April 1, July 1 or
October 1 next preceding the date of said bonds, payable on July
1, 2002 for the period from March 27, 2002 to July 1, 2002 and
thereafter quarterly on January 1, April 1, July 1 or October 1 of
each year (each an "Interest Payment Date"), the principal of and
interest on each said bond to be payable at the office or agency
of the Company in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the
time of payment is legal tender for public and private debts.
Interest on the bonds of the Sixty-second Series will be
computed on the basis of a 360-day year of twelve 30-day months.
In any case where any Interest Payment Date, redemption date or
maturity of any bond of the Sixty-second Series shall not be a
Business Day, then payment of interest or principal and premium,
if any, need not be made on such date, but may be made on the next
succeeding Business Day, with the same force and effect, and in
the same amount, as if made on the corresponding Interest Payment
Date or redemption date, or at maturity, as the case may be, and,
if such payment is made or duly provided for on such Business Day,
no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date, redemption date or
maturity, as the case may be, to such Business Day. "Business
Day" means any day, other than a Saturday or a Sunday, or a day on
which banking institutions in The City of New York are authorized
or required by law or executive order to remain closed or a day on
which the corporate trust office of the Corporate Trustee is
closed for business.
So long as all of the bonds of the Sixty-second Series are
held by The Depository Trust Company or its nominee, or a
successor thereof, the record date for the payment of interest on
the bonds of the Sixty-second Series shall be the Business Day
immediately preceding the corresponding Interest Payment Date;
provided, however, that the record date for the payment of
interest which is paid after such Interest Payment Date, shall be
the Business Day immediately preceding the date on which such
interest is paid. Interest on the bonds of the Sixty-second Series
shall be paid to the Person in whose name such bonds of the Sixty-
second Series are registered at the close of business on the
record date for the corresponding Interest Payment Date.
The Company reserves the right to establish, at any time, by
Resolution of the Board of Directors of the Company, a form of
coupon bond, and of appurtenant coupons, for the Sixty-second
Series and to provide for exchangeability of such coupon bonds
with the bonds of said Series issued hereunder in fully registered
form and to make all appropriate provisions for such purpose.
(I) Except as provided in paragraph (II) below, bonds of the
Sixty-second Series shall not be redeemable at the option of the
Company or otherwise prior to April 1, 2007. On or after April 1,
2007, bonds of the Sixty-second Series shall be redeemable at the
option of the Company, in whole at any time, or in part from time
to time, prior to maturity, upon notice, as provided in Section 52
of the Mortgage, mailed not less than 30 days nor more than 60
days prior to the date fixed for redemption, at a redemption price
equal to 100% of the principal amount of the bonds of the Sixty-
second Series to be redeemed plus accrued interest thereon to the
redemption date.
(II) Bonds of the Sixty-second Series shall also be
redeemable, in whole at any time, or in part from time to time,
prior to maturity, upon like notice, by the application (either at
the option of the Company or pursuant to the requirements of the
Mortgage) of cash delivered to or deposited with the Corporate
Trustee pursuant to the provisions of Section 37 of the Mortgage
or cash deposited with the Corporate Trustee pursuant to the
provisions of Section 64 of the Mortgage, in each case, at the
special redemption price of 100% of the principal amount of the
bonds of the Sixty-second Series to be redeemed together with
accrued interest thereon to the date fixed for redemption,
provided, however, that bonds of the Sixty-second Series shall
only be redeemable pursuant to the provisions of Section 64 with
cash deposited with the Corporate Trustee resulting from Mortgaged
and Pledged Property being taken by the exercise of the power of
eminent domain and/or the exercise by any governmental body or
agency of any right which it may have to purchase or designate a
purchaser of any part of such property and/or any of such property
is sold by the Company to one or more Federal, State, County,
Municipal or other governmental bodies or agencies or public or
semi-public corporations, districts or authorities.
(III) At the option of the registered owner, any bonds of
the Sixty-second Series, upon surrender thereof for cancellation
at the office or agency of the Company in the Borough of
Manhattan, The City of New York, shall be exchangeable for a like
aggregate principal amount of bonds of the Sixty-second Series of
other authorized denominations.
Bonds of the Sixty-second Series shall be transferable, upon
the surrender thereof for cancellation, together with a written
instrument of transfer in form approved by the registrar duly
executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York.
Upon any exchange or transfer of bonds of the Sixty-second
Series, the Company may make a charge therefor sufficient to
reimburse it for any tax or taxes or other governmental charge, as
provided in Section 12 of the Mortgage, but the Company hereby
waives any right to make a charge in addition thereto for any
exchange or transfer of bonds of said Series.
ARTICLE II
DIVIDEND COVENANT
SECTION 2. The Company covenants that, so long as any of the
bonds of the Sixty-second Series are Outstanding, it will not
declare any dividends on its Common Stock (other than (a) a
dividend payable solely in shares of its Common Stock, or (b) a
dividend payable in cash in cases where, concurrently with the
payment of such dividend, an amount in cash equal to such dividend
is received by the Company as a capital contribution or as the
proceeds of the issue and sale of shares of its Common Stock) or
make any distribution on outstanding shares of its Common Stock or
purchase or otherwise acquire for value any outstanding shares of
its Common Stock (otherwise than in exchange for or out of the
proceeds from the sale of other shares of its Common Stock) if,
after such dividend, distribution, purchase or acquisition, the
aggregate amount of such dividends, distributions, purchases and
acquisitions paid or made subsequent to February 28, 2002 (other
than any dividend declared by the Company on or before February
28, 2002 for payment on or before April 1, 2002 exceeds (without
giving effect to (i) any of such dividends, distributions,
purchases or acquisitions, or (ii) any net transfers from earned
surplus to stated capital accounts) the sum of (a) the aggregate
amount credited subsequent to February 28, 2002, to earned
surplus, (b) $345,000,000 and (c) such additional amounts as shall
be authorized or approved, upon application by the Company, by the
Securities and Exchange Commission, or by any successor commission
thereto, under the Public Utility Holding Company Act of 1935.
For the purposes of this Section 2, the aggregate amount
credited subsequent to February 28, 2002, to earned surplus shall
be determined in accordance with generally accepted accounting
principles and practices after making provision for dividends upon
any preferred stock of the Company accumulated subsequent to such
date, but in such determination there shall not be considered
charges to earned surplus applicable to the period prior to March
1, 2002 including, but not limited to, charges to earned surplus
for write-offs or write-downs of book values of assets owned by
the Company on February 28, 2002.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3. The holders of the bonds of the Sixty-second Series
shall be deemed to have consented and agreed that the Company may,
but shall not be obligated to, fix a record date for the purpose
of determining the holders of the bonds of the Sixty-second Series
entitled to consent to any amendment or supplement to the Mortgage
or the waiver of any provision thereof or any act to be performed
thereunder. If a record date is fixed, those persons who were
holders at such record date (or their duly designated proxies),
and only those persons, shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent
previously given, whether or not such persons continue to be
holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.
SECTION 4. Subject to any amendments provided for in this
Fifty-sixth Supplemental Indenture, the terms defined in the
Mortgage, as heretofore supplemented, shall, for all purposes of
this Fifty-sixth Supplemental Indenture, have the meanings
specified in the Mortgage, as heretofore supplemented.
SECTION 5. So long as any bonds of the Sixty-second Series
shall remain Outstanding, in each Net Earning Certificate made
pursuant to Section 7 of the Mortgage there shall be included in
operating expenses for the twelve (12) months period with respect
to which such certificate is made an amount, if any (not otherwise
included), equal to the provisions for amortization of any
amounts included in utility plant acquisition adjustment accounts
for such period.
SECTION 6. So long as any bonds of the Sixty-second Series
shall remain Outstanding, subdivision (2) of Section 7 of the
Mortgage is hereby amended by adding thereto the following words
"provided, further, that the amount so included in such operating
expenses in lieu of the amounts actually appropriated out of
income for retirement of the Mortgaged and Pledged Property used
primarily and principally in the electric, gas, steam and/or hot
water utility business and the Company's automotive equipment used
in the operation of such property shall not be less than the
amounts so actually appropriated out of income".
SECTION 7. The Trustees hereby accept the trusts herein
declared, provided, created or supplemented and agree to perform
the same upon the terms and conditions herein and in the Mortgage,
as heretofore amended, set forth and upon the following terms and
conditions:
The Trustees shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of
this Fifty-sixth Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made by
the Company solely. In general, each and every term and condition
contained in Article XVII of the Mortgage, as heretofore amended,
shall apply to and form part of this Fifty-sixth Supplemental
Indenture with the same force and effect as if the same were
herein set forth in full with such omissions, variations and
insertions, if any, as may be appropriate to make the same conform
to the provisions of this Fifty-sixth Supplemental Indenture.
SECTION 8. Whenever in this Fifty-sixth Supplemental Indenture
either of the parties hereto is named or referred to, this shall,
subject to the provisions of Articles XVI and XVII of the
Mortgage, as heretofore amended, be deemed to include the
successors and assigns of such party, and all covenants and
agreements in this Fifty-sixth Supplemental Indenture contained by
or on behalf of the Company, or by or on behalf of the Trustees,
or either of them, shall, subject as aforesaid, bind and inure to
the respective benefits of the respective successors and assigns
of such parties, whether so expressed or not.
SECTION 9. Nothing in this Fifty-sixth Supplemental Indenture,
expressed or implied, is intended, or shall be construed, to
confer upon, or give to, any person, firm or corporation, other
than the parties hereto and the holders of the bonds and coupons
Outstanding under the Mortgage, any right, remedy or claim under
or by reason of this Fifty-sixth Supplemental Indenture or any
covenant, condition, stipulation, promise or agreement hereof, and
all the covenants, conditions, stipulations, promises and
agreements in this Fifty-sixth Supplemental Indenture contained by
or on behalf of the Company shall be for the sole and exclusive
benefit of the parties hereto, and of the holders of the bonds and
coupons Outstanding under the Mortgage.
SECTION 10. It is the intention and it is hereby agreed that,
so far as concerns that portion of the Mortgaged and Pledged
Property situated within the State of Louisiana, the general
language of conveyance contained in this Fifty-sixth Supplemental
Indenture is intended and shall be construed as words of
hypothecation and not of conveyance, and that, so far as the said
Louisiana property is concerned, this Fifty-sixth Supplemental
Indenture shall be considered as an act of mortgage and pledge
under the laws of the State of Louisiana, and the Trustees herein
named are named as mortgagee and pledgee in trust for the benefit
of themselves and of all present and future holders of bonds and
coupons issued and to be issued under the Mortgage, and are
irrevocably appointed special agents and representatives of the
holders of the bonds and coupons issued and to be issued under the
Mortgage and vested with full power in their behalf to effect and
enforce the mortgage and pledge hereby constituted for their
benefit, or otherwise to act as herein provided for.
SECTION 11. This Fifty-sixth Supplemental Indenture shall be
executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, ENTERGY LOUISIANA, INC. has caused its
corporate name to be hereunto affixed, and this instrument to be
signed and sealed by its President or one of its Vice Presidents,
and its corporate seal to be attested by its Secretary or one of
its Assistant Secretaries, for and in its behalf, THE BANK OF NEW
YORK, in token of its acceptance of the trust hereby created, has
caused its corporate name to be hereunto affixed, and this
instrument to be signed and sealed by one of its Vice Presidents
or Assistant Vice Presidents and its corporate seal to be attested
by one of its Vice Presidents, Assistant Vice Presidents or
Assistant Treasurers and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, in token of his
acceptance of the trust hereby created, has hereunto set his hand
and affixed his seal, all as of the day and year first above
written.
ENTERGY LOUISIANA, INC.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and Treasurer
Attest:
▇▇▇▇▇▇▇▇▇▇▇ ▇. Screen
Assistant Secretary
Executed, sealed and delivered by
ENTERGY LOUISIANA, INC.
in the presence of:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
THE BANK OF NEW YORK
As Successor Corporate Trustee
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Vice President
Attest:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Executed sealed and delivered by
THE BANK OF NEW YORK
in the presence of:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
As Successor Co-Trustee
Executed sealed and delivered by
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
in the presence of:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
STATE OF LOUISIANA
} ss.:
PARISH OF ORLEANS
On this 22nd day of March, 2002, before me appeared ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, to me personally known, who, being by me duly sworn, did
say that he is Vice President and Treasurer of ENTERGY LOUISIANA,
INC., and that the seal affixed to the above instrument is the
corporate seal of said corporation and that said instrument was
signed and sealed in behalf of said corporation by authority of
its Board of Directors, and said ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, acknowledged
said instrument to be the free act and deed of said corporation.
On the 22nd day of March, in the year 2002, before me
personally came ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, to me known, who, being by me
duly sworn, did depose and say that he resides at ▇▇▇▇ ▇▇▇▇▇▇'▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; that he is Vice President and
Treasurer of ENTERGY LOUISIANA, INC., one of the corporations
described in and which executed the above instrument; that he
knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal, that it was so affixed by order
of the Board of Directors of said corporation, and that he signed
his name thereto by like order.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life
STATE OF NEW YORK
} ss.:
COUNTY OF NEW YORK
On this 26th day of March, 2002, before me appeared ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ to me personally known, who, being by me duly sworn,
did say that he is a Vice President of THE BANK OF NEW YORK, and
that the seal affixed to the above instrument is the corporate
seal of said corporation and that said instrument was signed and
sealed in behalf of said corporation by authority of its Board of
Directors, and said ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ acknowledged said instrument
to be the free act and deed of said corporation.
On the 26th day of March in the year 2002, before me
personally came ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, to me known, who, being by me
duly sworn, did depose and say that he resides at ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; that he is a Vice President of
THE BANK OF NEW YORK, one of the corporations described in and
which executed the above instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is such
corporate seal, that it was so affixed by order of the Board of
Directors of said corporation, and that he signed his name thereto
by like order.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 16, 2002
STATE OF LOUISIANA
} ss.:
PARISH OF ORLEANS
On this 22nd day of March, 2002, before me appeared ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇, to me known to be the person described in and who
executed the foregoing instrument, and acknowledged that he
executed the same as his free act and deed.
On the 22nd day of March, 2002, before me personally came
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, to me known to be the person described in
and who executed the foregoing instrument, and acknowledged that
he executed the same.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life