Exhibit B-2(b)
UNDERWRITING AGREEMENT
For the Purchase of First Mortgage Bonds
of Entergy Louisiana, Inc.
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ENTERGY LOUISIANA, INC.
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SECTION 1. Purchase and Sale. On the basis of the
representations and warranties, and subject to the terms and
conditions set forth in this agreement (the "Underwriting
Agreement"), each Underwriter (defined below) shall purchase from
Entergy Louisiana, Inc., a Louisiana corporation (the "Company"),
severally and not jointly, and the Company shall sell to each of
the Underwriters (defined below), the principal amount of the
Company's First Mortgage Bonds (defined below) set forth opposite
the name of such Underwriter in Schedule I hereto at the price
specified on the signature page of this Underwriting Agreement,
plus, if specified on the signature page of this Underwriting
Agreement, accrued interest at the rate specified on the
signature page of this Underwriting Agreement from the date so
specifiedfirst day of the month in which such Bonds are issued,
to the Closing Date (defined below). The aggregate principal
amount of such First Mortgage Bonds, which is also set forth on
the signature page of this Underwriting Agreement, is hereinafter
referred to as the "Bonds".
SECTION 2. Underwriters and Representative. The term
"Underwriters", as used herein, shall be deemed to mean the
several persons, firms or corporations named in Schedule I hereto
(including any substituted Underwriters under the provisions of
Section 6), and the term "Representative", as used herein, shall
be deemed to mean the representative or representatives of such
Underwriters by whom or on whose behalf this Underwriting
Agreement is signed. If there shall be only one person, firm or
corporation named in said Schedule I, the term "Underwriters" and
the term "Representative", as used herein, shall mean that
person, firm or corporation. All obligations of the Underwriters
are several and not joint. The use of the term "Underwriter"
herein shall not be deemed to establish or admit that a purchaser
of the Bonds is an "underwriter" of the Bonds as such term is
defined in and used under the Securities Act of 1933, as amended
(the "Securities Act").
SECTION 3. Description of Bonds. The Company proposes to issue
and sell the Bonds under its Mortgage and Deed of Trust, dated as
of April 1, 1944, with Bank of Montreal Trust Company (successor
to The Chase Manhattan Bank (National Association)), as Corporate
Trustee, (the "Corporate Trustee"), and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
(successor to Z. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇), as Co-Trustee (the "Co-
Trustee", and, together with the Corporate Trustee, the
"Trustees"), as heretofore amended and supplemented by all
indentures amendatory thereof and supplemental thereto, and as it
will be further amended and supplemented by the Fifty-thirdsecond
Supplemental Indenture, dated as of March 1, 19998 (the
"Supplemental Indenture"). Said Mortgage and Deed of Trust as so
amended and supplemented is hereinafter referred to as the
"Mortgage." The Bonds and the Supplemental Indenture shall have
the terms and provisions described in the Prospectus (defined
below), provided that subsequent to the date hereof and prior to
the Closing Date the form of the Supplemental Indenture may be
amended by mutual agreement between the Company and the
Underwriters.
SECTION 4. Representations and Warranties of the Company. The
Company represents and warrants, and covenants and agrees, that:
(a) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form
S-3 (File No. 33-39221) (the "1991 Registration Statement") for
the registration of $200,000,000 aggregate par value of the
Company's Preferred Stock, Cumulative, $25 Par Value, and the
Company's Preferred Stock, Cumulative, $100 Par Value
(collectively, the "Preferred Stock") under the Securities Act
and the 1991 Registration Statement has become effective. The
Company has also filed with the Commission a registration
statement (File No. 33-46085) (the "1992 Registration
Statement") for the registration of $325,000,000 aggregate
principal amount of the Company's First Mortgage Bonds (the
"First Mortgage Bonds") under the Securities Act (relating to
$500,000,000 aggregate principal amount of First Mortgage
Bonds), and the 1992 Registration Statement has become
effective. While $28,000,000 aggregate par value of Preferred
Stock remained unsold under the 1991 Registration Statement and
$131,000,000 aggregate principal amount of First Mortgage Bonds
remained unsold under the 1992 Registration Statement, the
Company also filed with the Commission a registration statement
on Form S-3 (File No. 33-50937) (the "1993 Registration
Statement") for the registration of $210,000,000 aggregate par
value and/or aggregate principal amount of the Company's
Preferred Stock, Cumulative, $25 Par Value, and the Company's
Preferred Stock, Cumulative, $100 Par Value (collectively, the
"Preferred Stock")Preferred Stock and/or of the Company's First
Mortgage Bonds (the "First Mortgage Bonds")First Mortgage Bonds
under the Securities Act of 1933, as amended (the "Securities
Act"), and the 1993 such Registration Statement has become
effective. The Company qualifies for use of Form S-3 for the
registration of the Bonds, and the Bonds are registered under
the Securities Act. The combined prospectus forming a part of
the 1993 Rregistration Sstatement and relating, pursuant to
Rule 429 under the Securities Act, to $369,000,000 aggregate
par value and/or aggregate principal amount of the Preferred
Stock and/or First Mortgage Bonds ($254139,000,000 aggregate
par value and/or aggregate principal amount of Preferred Stock
and/or First Mortgage Bonds remain unsold), including the
Bonds, at the time such the 1993 Rregistration Sstatement (or
the most recent amendment thereto filed prior to the time of
effectiveness of this Underwriting Agreement) became effective,
including all documents incorporated by reference therein at
that time pursuant to Item 12 of Form S-3, is hereinafter
referred to as the "Basic Prospectus". In the event that (i)
the Basic Prospectus shall have been amended, revised or
supplemented (but excluding any supplements to the Basic
Prospectus relating solely to First Mortgage Bonds other than
the Bonds or relating solely to shares of Preferred Stock)
prior to or as of the time of effectiveness of this
Underwriting Agreement, including without limitation by any
preliminary prospectus supplement relating to the Bonds, or
(ii) the Company shall have filed documents pursuant to Section
13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the time the 1993such
Rregistration Sstatement became effective and prior to the time
of effectiveness of this Underwriting Agreement (but excluding
documents incorporated therein by reference relating solely to
First Mortgage Bonds other than the Bonds or relating solely to
shares of Preferred Stock), which are deemed to be incorporated
by reference in the Basic Prospectus pursuant to Item 12 of
Form S-3, the term "Basic Prospectus" as used herein shall also
mean such prospectus as so amended, revised or supplemented and
reflecting such incorporation by reference. The 1991
Registration Statement, the 1992 Registration Statement and the
1993 Such Rregistration Sstatement each in the form in which
ithey became effective and as it may have been amended by all
amendments thereto as of the time of effectiveness of this
Underwriting Agreement (including, for these purposes, as an
amendment any document incorporated by reference in the Basic
Prospectus), and the Basic Prospectus as it shall be
supplemented to reflect the terms of the offering and sale of
the Bonds by a prospectus supplement (a "Prospectus
Supplement") to be filed with the Commission pursuant to Rule
424(b) under the Securities Act ("Rule 424(b)"), are
hereinafter referred to, collectively, as the "Registration
Statements" and the "Prospectus," respectively.
(b)(i) After the time of effectiveness of this Underwriting
Agreement and during the time specified in Section 7(d), the
Company will not file any amendment to any of the Registration
Statements or any supplement to the Prospectus (except any
amendment or supplement relating solely to First Mortgage Bonds
other than the Bonds or relating solely to shares of Preferred
Stock), and (ii) between the time of effectiveness of this
Underwriting Agreement and the Closing Date, the Company will
not file any document that is to be incorporated by reference
in, or any supplement to, the Prospectus, in either case,
without prior notice to the Underwriters and to Winthrop,
Stimson, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ("Counsel for the Underwriters"), or
any such amendment or supplement to which said Counsel shall
reasonably object on legal grounds in writing. For purposes of
this Underwriting Agreement, any document that is filed with
the Commission after the time of effectiveness of this
Underwriting Agreement and incorporated by reference in the
Prospectus (except documents incorporated by reference relating
solely to First Mortgage Bonds other than the Bonds or relating
solely to shares of Preferred Stock) pursuant to Item 12 of
Form S-3 shall be deemed a supplement to the Prospectus.
(c) The Registration Statements, at their respective
Effective Dates (as defined below), and the Mortgage, at such
time, fully complied, and the Prospectus, when delivered to the
Underwriters for their use in making confirmations of sales of
the Bonds and at the Closing Date, as it may then be amended or
supplemented, will fully comply, in all material respects with
the applicable provisions of the Securities Act, the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"),
and the rules and regulations of the Commission thereunder or
pursuant to said rules and regulations did or will be deemed to
comply therewith. The documents incorporated by reference in
the Prospectus pursuant to Item 12 of Form S-3, on the date
filed with the Commission pursuant to the Exchange Act, fully
complied or will fully comply in all material respects with the
applicable provisions of the Exchange Act and the rules and
regulations of the Commission thereunder or pursuant to said
rules and regulations did or will be deemed to comply
therewith. With respect to any of the Registration Statements,
oOn the later of (i) the date suchthe Registration Statement or
the most recent post-effective amendment thereto (but excluding
any post-effective amendment relating solely to First Mortgage
Bonds other than the Bonds or relating solely to shares of
Preferred Stock) was declared effective by the Commission under
the Securities Act and (ii) the date that the Company's most
recent Annual Report on Form 10-K was filed with the Commission
under the Exchange Act (the date described in either clause (i)
or (ii) is hereinafter referred to as the "Effective Date"),
suchthe Registration Statement did not, and on the date that
any post-effective amendment to such Registration Statement
became or becomes effective (but excluding any post-effective
amendment relating solely to First Mortgage Bonds other than
the Bonds or relating solely to shares of Preferred Stock),
such Registration Statement, as amended by any such post-
effective amendment, did not or will not, as the case may be,
contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to
make the statements therein not misleading. At the time the
Prospectus is delivered to the Underwriters for their use in
making confirmations of sales of the Bonds and at the Closing
Date, the Prospectus, as it may then be amended or
supplemented, will not contain any untrue statement of a
material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they shall have beenare made, not
misleading and, on said dates and at such times, the documents
then incorporated by reference in the Prospectus pursuant to
Item 12 of Form S-3, when read together with the Prospectus, or
the Prospectus, as it may then be amended or supplemented, will
not contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they
shall have beenare made, not misleading. The foregoing
representations and warranties in this Section 4(c) shall not
apply to statements or omissions made in reliance upon and in
conformity with written information furnished to the Company by
or through the Representative or on behalf of any Underwriter
specifically for use in connection with the preparation of the
Registration Statements or the Prospectus, as they may be then
amended or supplemented, or to any statements in or omissions
from the statements of eligibility of the Trustees on Form T-1
and Form T-2, as they may then be amended, under the Trust
Indenture Act filed as exhibits to the Registration Statements
(the "Statements of Eligibility").
(d) The consummation by the Company of the transactions
herein contemplated and the fulfillment of the terms hereof
will not result in a breach of any of the terms or provisions
of, or constitute a default under, any indenture, mortgage,
deed of trust or other agreement or instrument to which the
Company is now a party.
SECTION 5. Offering. Forthwith upon the execution of this
Underwriting Agreement, the Representative, acting on behalf of
the Underwriters, shall advise the Company whether a public
offering of the Bonds is to be made, and, if so, shall furnish to
the Company (which information shall be confirmed in writing as
soon as practicable thereafter) (a) the information with respect
to such reoffering of the Bonds and related matters which is
required to complete the Prospectus Supplement or any post-
effective amendment to any of the Registration Statements which
may be required and a copy of any "agreement among underwriters",
(b) if a post-effective amendment to any of the Registration
Statements is required, a consent, if necessary, to the filing of
such post-effective amendment or an acceptable power-of-attorney
authorizing an available individual to sign the consent on its
behalf, and (c) such further information, if any, as may be
required to be furnished by the Company under the Public Utility
Holding Company Act of 1935, as amended (the "Holding Company
Act"). Such information and such power-of-attorney may be
provided by telecopier (in the case of such power-of-attorney,
followed promptly by an executed copy). Nothing in this
Underwriting Agreement shall be construed to require that the
Underwriters make any such public offering on a "fixed price"
basis; and the Representative agrees to notify the Company in
writing of any change in the plan of distribution of the Bonds
which would require a supplement to the Prospectus or an
amendment to any of the Registration Statements.
SECTION 6. Time and Place of Closing. Delivery of the Bonds and
payment of the purchase price therefor by wire transfer of
immediately available funds shall be made at the offices of
▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇, at 10:00 A.M., New York time, on March 30, 199926, 1998 or
at such other place, time and/or date as the Representative and
the Company may agree upon in writing or as may be established in
accordance with the second succeeding paragraph. The hour and
date of such delivery and payment are herein called the "Closing
Date".
The Bonds shall be delivered to the Underwriters only in book-
entry form through the facilities of The Depository Trust Company
in New York, New York. The certificate for the Bonds shall be in
the form of one typewritten global bond in fully registered form,
in the aggregate principal amount of the Bonds, and registered in
the name of Cede & Co., as nominee of The Depository Trust
Company. The Company agrees to make the Bonds available to the
Representative for checking not later than 2:30 P.M., New York
time, on the last business day preceding the Closing Date at such
place as may be agreed upon among the Representative and the
Company, or at such other time and/or date as may be agreed upon
among the Representative and the Company.
If any Underwriter shall fail or refuse (otherwise than for
some reason sufficient to justify, in accordance with the terms
hereof, the cancellation or termination of its obligations
hereunder) to purchase and pay for the principal amount of Bonds
which it has agreed to purchase and pay for hereunder, the
Company shall immediately give notice to the Representative of
the default of such Underwriter, and the other Underwriters shall
have the right within 24 hours after the receipt of such notice
by the Representative to determine to purchase, or to procure one
or more others, members of the National Association of Securities
Dealers, Inc. ("NASD") (or, if not members of the NASD, who are
foreign banks, dealers or institutions not registered under the
Exchange Act and who agree in making sales to comply with the
NASD's Rules of Fair Practice), and satisfactory to the Company,
to purchase, upon the terms herein set forth, the principal
amount of Bonds that the defaulting Underwriter had agreed to
purchase. If any non-defaulting Underwriter or Underwriters
shall determine to exercise such right, the Representative shall
give written notice to the Company of such determination within
24 hours after it shall have received notice of any such default,
and thereupon the Closing Date shall be postponed for such
period, not exceeding three business days, as the Company shall
determine. If in the event of such a default the Representative
shall fail to give such notice, or shall within such 24 hour
period give written notice to the Company that no other
Underwriter or Underwriters, or others, will exercise such right,
then this Underwriting Agreement may be terminated by the
Company, upon like notice given to the Representative, within a
further period of 24 hours. If in such case the Company shall
not elect to terminate this Underwriting Agreement, it shall have
the right, irrespective of such default:
(a) to require such non-defaulting Underwriters to purchase
and pay for the respective principal amounts of Bonds that they
had severally agreed to purchase hereunder, as hereinabove
provided, and, in addition, the principal amount of Bonds that
the defaulting Underwriter shall have so failed to purchase up
to a principal amount thereof equal to one-ninth (1/9) of the
respective principal amounts of Bonds that such non-defaulting
Underwriters have otherwise agreed to purchase hereunder,
and/or
(b) to procure one or more others, members of the NASD (or,
if not members of the NASD, who are foreign banks, dealers or
institutions not registered under the Exchange Act and who
agree in making sales to comply with the NASD's Rules of Fair
Practice), to purchase, upon the terms herein set forth, the
principal amount of Bonds that such defaulting Underwriter had
agreed to purchase, or that portion thereof that the remaining
Underwriters shall not be obligated to purchase pursuant to the
foregoing clause (a).
In the event the Company shall exercise its rights under clause
(a) and/or (b) above, the Company shall give written notice
thereof to the Representative within such further period of 24
hours, and thereupon the Closing Date shall be postponed for such
period, not exceeding three business days, as the Company shall
determine. In the event the Company shall be entitled to but
shall not elect to exercise its rights under clause (a) and/or
(b), the Company shall be deemed to have elected to terminate
this Underwriting Agreement.
Any action taken by the Company under this Section 6 shall not
relieve any defaulting Underwriter from liability in respect of
any default of such Underwriter under this Underwriting
Agreement. Termination of this Underwriting Agreement by the
Company under this Section 6 shall be without any liability on
the part of the Company or any non-defaulting Underwriter, except
as otherwise provided in paragraph (h) of Section 7 and in
Section 10.
In the computation of any period of 24 hours referred to in
this Section 6, there shall be excluded a period of 24 hours in
respect of each Saturday, Sunday or legal holiday which would
otherwise be included in such period of time.
SECTION 7. Covenants of the Company. The Company covenants
and agrees:
(a) To deliver to the Representative a conformed copy of the
1993 Registration Statement in the form in which it became
effective and of all amendments thereto relating to the Bonds.
(b) To deliver to the Underwriters, through the
Representative, as many copies of the Prospectus as the
Representative may reasonably request.
(c) To cause the Prospectus to be filed with the Commission
pursuant to and in compliance with Rule 424(b), and advise the
Representative promptly of the issuance of any stop order under
the Securities Act with respect to any of the Registration
Statements or the institution of any proceedings therefor of
which the Company shall have received notice. The Company will
use its best efforts to prevent the issuance of any such stop
order and to secure the prompt removal thereof if issued.
(d) During such period of time (not exceeding nine months)
after the Prospectus has been filed with the Commission
pursuant to Rule 424(b) as the Underwriters are required by law
to deliver a prospectus, if any event relating to or affecting
the Company or of which the Company shall be advised in writing
by the Representative shall occur which in the Company's
opinion should be set forth in a supplement or amendment to the
Prospectus in order to make the statements therein not
misleading in the light of the circumstances when the
Prospectus is delivered to a purchaser of the Bonds, to amend
or supplement the Prospectus by either (i) preparing and filing
with the Commission and furnishing to the Representative at the
Company's expense a reasonable number of copies of a supplement
or supplements or an amendment or amendments to the Prospectus
or (ii) making an appropriate filing pursuant to Section 13, 14
or 15(d) of the Exchange Act, which will supplement or amend
the Prospectus so that, as supplemented or amended, it will not
contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser
of the Bonds, not misleading; provided that should such event
relate solely to the activities of any of the Underwriters,
then the Underwriters shall assume the expense of preparing any
such amendment or supplement. In case any Underwriter is
required to deliver a prospectus after the expiration of nine
months from the date the Prospectus is filed with the
Commission pursuant to Rule 424(b), the Company, upon the
request of the Representative, will furnish to the
Representative, at the expense of such Underwriter, a
reasonable quantity of a supplemented or amended prospectus or
supplements or amendments to the Prospectus complying with
Section 10(a) of the Securities Act.
(e) During the period of time specified in Section 7(d), the
Company agrees to file promptly all documents required to be
filed with the Commission pursuant to Section 13, 14 or 15(d)
of the Exchange Act.
(f) To make generally available to its security holders as
soon as practicable an earning statement (which need not be
audited) in reasonable detail covering a period of at least
twelve months beginning after the "effective date of the
registration statement" within the meaning of Rule 158 under
the Securities Act, which earning statement shall be in such
form, and be made generally available to security holders in
such a manner, as to comply with the requirements of Section
11(a) of the Securities Act and Rule 158 promulgated under the
Securities Act.
(g) At any time within six months of the date hereof, to
furnish such proper information as may be lawfully required and
otherwise cooperate in qualifying the Bonds for offer and sale
under the blue-sky laws of such jurisdictions as the
Representative may reasonably designate, provided that the
Company shall not be required to qualify as a foreign
corporation or dealer in securities, to file any consents to
service of process under the laws of any jurisdiction, or to
meet any other requirements deemed by the Company to be unduly
burdensome.
(h) Except as herein otherwise provided, to pay all expenses
and taxes (except transfer taxes) in connection with (i) the
preparation and filing by it of any of the Registration
Statements, (ii) the issuance and delivery of the Bonds, (iii)
the preparation, execution, filing and recording of the
Supplemental Indenture, (iv) the qualification of the Bonds
under the blue-sky laws of various jurisdictions up to a
maximum cost to it for qualification and related legal fees of
$3,500, and (v) the typing, printing and delivery to the
Underwriters, through the Representative, of reasonable
quantities of copies of the 1993 Registration Statement and the
Prospectus, and any amendment or supplement thereto, except as
otherwise provided in paragraph (d) of this Section 7, and any
blue-sky survey. Except as provided above, the Company shall
not be required to pay any amount for any expenses of the
Representative or any of the Underwriters, except that, if this
Underwriting Agreement shall be terminated in accordance with
the provisions of Section 8, 9 or 11, the Company will
reimburse the Representative for (i) the reasonable fees and
disbursements of Counsel for the Underwriters, whose fees and
disbursements the Underwriters agree to pay in any other event,
and (ii) their reasonable out-of-pocket expenses, in an amount
not exceeding $5,000, incurred in contemplation of the
performance of this Underwriting Agreement. The Company shall
not in any event be liable to any of the Underwriters for
damages on account of loss of anticipated profits.
(i) Not to sell any additional First Mortgage Bonds without
the consent of the Representative until the earlier to occur of
(i) the Closing Date or (ii) in the case of an initial public
offering at a fixed price by the Underwriters, the date of the
termination of the fixed price offering restrictions applicable
to the Underwriters. The Representative agrees to notify the
Company of such termination if it occurs prior to the Closing
Date.
(j) As soon as practicable after the Closing Date, the
Company will make all recordings, registrations and filings
necessary to perfect and preserve the lien of the Mortgage and
the rights under the Supplemental Indenture, and the Company
will use its best efforts to cause to be furnished to the
Underwriters a supplemental opinion of counsel for the Company,
addressed to the Underwriters, stating that all such
recordings, registrations and filings have been made.
SECTION 8. Conditions of Underwriters' Obligations. The
obligations of the Underwriters to purchase and pay for the
Bonds shall be subject to the accuracy of the representations
and warranties made herein on the part of the Company and to
the following conditions:
(a) The Prospectus shall have been transmitted for filing to
the Commission pursuant to Rule 424(b) prior to 5:30 P.M., New
York time, on the second business day following the date of
this Underwriting Agreement, or such other time and date as may
be agreed upon by the Company and the Representative.
(b) No stop order suspending the effectiveness of any of the
Registration Statements shall be in effect at or prior to the
Closing Date and no proceedings for that purpose shall be
pending before or threatened by the Commission on the Closing
Date; and at the Closing Date the Representative shall have
received a certificate, dated the Closing Date and signed by an
officer of the Company, to the effect that no such stop order
has been or is in effect and that no proceedings for such
purpose are pending before, or to the knowledge of the Company
threatened by, the Commission.
(c) At the Closing Date, there shall have been issued and
there shall be in full force and effect, to the extent legally
required for the issuance and sale of the Bonds, an order of
the Commission under the Holding Company Act authorizing the
issuance and sale of the Bonds by the Company on the terms set
forth in, or contemplated by, this Underwriting Agreement.
(d) At the Closing Date, the Underwriters shall have received
from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Senior CounselAttorney -
Corporate and Securities of Entergy Services, Inc., and ▇▇▇▇▇▇
▇▇▇▇ & Priest LLP, opinions, dated the Closing Date,
substantially in the forms set forth in Exhibits A and B
hereto, respectively, (i) with such changes therein as may be
agreed upon by the Company and the Representative with the
approval of Counsel for the Underwriters, and (ii) if the
Prospectus shall be supplemented after being filed with the
Commission pursuant to Rule 424(b), with changes therein to
reflect such supplementation.
(e) At the Closing Date, the Representative shall have
received from PricewaterhouseCoopers & ▇▇▇▇▇▇▇ L.L.P. (the
"Accountants") a letter (with a conformed copy for each of the
Underwriters) to the effect that (i) they are independent
certified public accountants with respect to the Company within
the meaning of the Securities Act and the applicable published
rules and regulations thereunder; (ii) in their opinion, the
financial statements and financial statement schedules audited
by them and included or incorporated by reference in the
Prospectus comply as to form in all material respects with the
related accounting requirements of the Securities Act and the
Exchange Act and the published rules and regulations
thereunder; (iii) on the basis of performing the procedures
specified by the American Institute of Certified Public
Accountants for a review of interim financial information as
described in SAS No. 71, Interim Financial Information, on the
latest available unaudited financial statements, if any,
included or incorporated by reference in the Prospectus, a
reading of the latest available interim unaudited financial
statements of the Company, the minutes of the meetings of the
Board of Directors, the Executive Committee thereof, if any,
and the stockholder of the Company since the close of the most
recent fiscal year for which audited financial statements are
available to a specified date not more than five business days
prior to the Closing Date and inquiries of officials of the
Company who have responsibility for financial and accounting
matters (it being understood that the foregoing procedures do
not constitute an examination made in accordance with generally
accepted auditing standards and they would not necessarily
reveal matters of significance with respect to the comments
made in such letter, and accordingly, that the Accountants make
no representation as to the sufficiency of such procedures for
the several Underwriters' purposes), nothing has come to their
attention which caused them to believe that (A) the unaudited
financial statements included or incorporated by reference in
the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Securities Act and the Exchange Act and the related rules and
regulations thereunder; (B) any material modifications should
be made to said unaudited financial statements for them to be
in conformity with generally accepted accounting principles;
and (C) at a specified date not more than five business days
prior to the Closing Date there was any change in the capital
stock or long-term debt of the Company, or decrease in its net
assets, in each case as compared with amounts shown in the most
recent balance sheet incorporated by reference in the
Prospectus, except in all instances for changes or decreases
which the Prospectus discloses have occurred or may occur, for
declarations of dividends, for the repayment or redemption of
long-term debt, for the amortization of premium or discount on
long-term debt, for the redemption or purchase of preferred
stock for sinking fund purposes, for any increases in long-term
debt in respect of previously issued pollution control,
industrial development or solid waste disposal revenue bonds,
or for changes or decreases as set forth in such letter,
identifying the same and specifying the amount thereof; and
(iv) stating that they have compared specific dollar amounts,
percentages of revenues and earnings and other financial
information pertaining to the Company (x) set forth in the
Prospectus, and (y) set forth in documents filed by the Company
pursuant to Section 13, 14 or 15(d) of the Exchange Act as
specified in Exhibit C hereto, in each case, to the extent that
such amounts, numbers, percentages and information may be
derived from the general accounting records of the Company, and
excluding any questions requiring an interpretation by legal
counsel, with the results obtained from the application of
specified readings, inquiries and other appropriate procedures
(which procedures do not constitute an examination in
accordance with generally accepted auditing standards) set
forth in the letter, and found them to be in agreement.
(f) At the Closing Date, the Representative shall have
received a certificate of the Company, dated the Closing Date
and signed by an officer of the Company, to the effect that (i)
the representations and warranties of the Company contained
herein are true and correct, (ii) the Company has performed and
complied with all agreements and conditions in this
Underwriting Agreement to be performed or complied with by the
Company at or prior to the Closing Date and (iii) since the
most recent date as of which information is given in the
Prospectus, as it may be amended or supplemented, there has not
been any material adverse change in the business, property or
financial condition of the Company and there has not been any
material transaction entered into by the Company, other than
transactions in the ordinary course of business, in each case
other than as referred to in, or contemplated by, the
Prospectus, as it may be amended or supplemented.
(g) All legal proceedings to be taken in connection with the
issuance and sale of the Bonds shall have been reasonably
satisfactory in form and substance to Counsel for the
Underwriters.
If any of the conditions specified in this Section 8 shall not
have been fulfilled, the Underwriting Agreement may be terminated
by the Representative with the consent of Underwriters, who may
include the Representative, which have agreed to purchase in the
aggregate 50% or more of the principal amount of the Bonds, upon
notice thereof to the Company. Any such termination shall be
without liability of any party to any other party, except as
otherwise provided in paragraph (h) of Section 7 and in Section
10.
SECTION 9. Conditions of Company's Obligations. The obligations
of the Company hereunder shall be subject to the following
conditions:
(a) The Prospectus shall have been filed with the Commission
pursuant to and in compliance with Rule 424(b).
(b) No stop order suspending the effectiveness of any of the
Registration Statements shall be in effect at or prior to the
Closing Date, and no proceedings for that purpose shall be
pending before, or threatened by, the Commission on the Closing
Date.
(c) At the Closing Date, there shall have been issued and
there shall be in full force and effect, to the extent legally
required for the issuance and sale of the Bonds an order of the
Commission under the Holding Company Act authorizing the
issuance and sale of the Bonds by the Company on the terms set
forth in, or contemplated by, this Underwriting Agreement.
In case any of the conditions specified in this Section shall
not have been fulfilled, the Underwriting Agreement may be
terminated by the Company upon notice thereof to the
Representative. Any such termination shall be without liability
of any party to any other party, except as otherwise provided in
paragraph (h) of Section 7 and in Section 10.
SECTION 10. Indemnification.
(a) The Company shall indemnify, defend and hold harmless
each Underwriter and each person who controls any Underwriter
within the meaning of Section 15 of the Securities Act from and
against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become
subject under the Securities Act or any other statute or common
law and shall reimburse each such Underwriter and controlling
person for any legal or other expenses (including, to the
extent hereinafter provided, reasonable counsel fees) incurred
by them in connection with investigating any such losses,
claims, damages or liabilities or in connection with defending
any actions, insofar as such losses, claims, damages,
liabilities, expenses or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material
fact contained in the Basic Prospectus (if used prior to the
date that the Prospectus is filed with the Commission pursuant
to Rule 424(b)), or in the Registration Statements or the
Prospectus, as amended or supplemented (if any amendments or
supplements thereto shall have been made), or in the Company's
latest available Annual Report on Form 10-K if portions thereof
are incorporated by reference, directly or indirectly, in the
Basic Prospectus (if used prior to the date that the Prospectus
is filed with the Commission pursuant to Rule 424(b)), the
Registration Statements or the Prospectus, or the omission or
alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein
in the light of the circumstances under which they were made
not misleading; provided, however, that the indemnity agreement
contained in this paragraph shall not apply to any such losses,
claims, damages, liabilities, expenses or actions arising out
of, or based upon, any such untrue statement or alleged untrue
statement, or any such omission or alleged omission, if such
statement or omission was made in reliance upon and in
conformity with written information furnished to the Company by
or through the Representative on behalf of any Underwriter for
use in connection with the preparation of the Registration
Statements, the Basic Prospectus (if used prior to the date
that the Prospectus is filed with the Commission pursuant to
Rule 424(b)) or the Prospectus or any amendment or supplement
to either thereof, or arising out of, or based upon, statements
in or omissions from the Statements of Eligibility; and
provided further, that the indemnity agreement contained in
this paragraph shall not inure to the benefit of any
Underwriter or of any person controlling any Underwriter on
account of any such losses, claims, damages, liabilities,
expenses or actions arising from the sale of Bonds to any
person if there shall not have been given or sent to such
person on behalf of such Underwriter (i) with or prior to the
written confirmation of the sale to such person a copy of the
Prospectus as then amended or supplemented (exclusive for this
purpose of any amendment or supplement relating solely to any
offering of First Mortgage Bonds that are not included in the
Bonds or relating solely to any offering of Preferred Stock and
of any document incorporated by reference pursuant to Item 12
of Form S-3) and (ii) as soon as available after such written
confirmation a copy of any amendment or supplement to the
Prospectus (exclusive for this purpose of any document
incorporated by reference pursuant to Item 12 of Form S-3)
which the Company shall thereafter furnish, pursuant to Section
7(d) hereof, relating to an event occurring prior to the
payment for and delivery to such person of the Bonds involved
in such sale. The indemnity agreement of the Company contained
in this Section and the representations and warranties of the
Company contained in Section 4 shall remain operative and in
full force and effect regardless of any investigation made by
or on behalf of any Underwriter or any such controlling person,
and shall survive the delivery of the Bonds.
(b) Each Underwriter shall indemnify, defend and hold
harmless the Company, its directors and officers, each other
Underwriter, and each person who controls any of the foregoing
within the meaning of Section 15 of the Securities Act, from
and against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become
subject under the Securities Act or any other statute or common
law and shall reimburse each of them for any legal or other
expenses (including, to the extent hereinafter provided,
reasonable counsel fees) incurred by them in connection with
investigating any such losses, claims, damages, or liabilities
or in connection with defending any action, insofar as such
losses, claims, damages, liabilities, expenses or actions arise
out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statements, the Basic Prospectus (if used prior to the date
that the Prospectus is filed with the Commission pursuant to
Rule 424(b)) or the Prospectus, as amended or supplemented (if
any amendments or supplements thereto shall have been
furnished), or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, if
such statement or omission was made in reliance upon and in
conformity in the light of the circumstances under which they
were made with written information furnished to the Company by
or through the Representative on behalf of such Underwriter for
use in connection with the preparation of the Registration
Statements, such Basic Prospectus or the Prospectus or any
amendment or supplement to either thereof. The indemnity
agreement of the respective Underwriters contained in this
paragraph shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the
Company, its directors or officers, any such Underwriter, or
any such controlling person, and shall survive the delivery of
the Bonds.
(c) The Company and the several Underwriters each shall, upon
the receipt of notice of the commencement of any action against
it or any person controlling it as aforesaid, in respect of
which indemnity may be sought on account of any indemnity
agreement contained herein, promptly give written notice of the
commencement thereof to the party or parties against whom
indemnity shall be sought hereunder, but the omission so to
notify the indemnifying party or parties of any such action
shall not relieve the indemnifying party or parties from any
liability which it or they may have to the indemnified party
otherwise than on account of such indemnity agreement. In case
such notice of any such action shall be so given, the
indemnifying party shall be entitled to participate at its own
expense in the defense or, if it so elects, to assume (in
conjunction with any other indemnifying parties) the defense of
the action, in which event the defense shall be conducted by
counsel chosen by such indemnifying party or parties and
satisfactory to the indemnified party or parties who shall be a
defendant or defendants in the action, and the indemnified
defendant or defendants shall bear the fees and expenses of any
additional counsel retained by them; but if the indemnifying
party shall elect not to assume the defense of the action, the
indemnifying party will reimburse the indemnified party or
parties for the reasonable fees and expenses of any counsel
retained by the indemnified party or parties.
SECTION 11. Termination. This Underwriting Agreement may be
terminated at any time prior to the Closing Date by the
Representative with the consent of Underwriters, who may include
the Representative, which have agreed to purchase in the
aggregate 50% or more of the principal amount of the Bonds, if,
prior to such time, (i) trading in securities on the New York
Stock Exchange shall have been generally suspended, (ii) minimum
or maximum ranges for prices shall have been generally
established on the New York Stock Exchange by the New York Stock
Exchange, the Commission or other governmental authority, (iii) a
general banking moratorium shall have been declared by federal or
New York State authorities or (iv) in the reasonable judgment of
the Representative, the subject matter of any amendment or
supplement (prepared by the Company) to the Basic Prospectus, any
of the Registration Statements or the Prospectus (except for
information relating to the public offering of the Bonds or to
the activity of any Underwriter or Underwriters or to shares of
Preferred Stock) filed or issued after the effectiveness of this
Underwriting Agreement by the Company shall have materially
impaired the marketability of the Bonds. Any termination hereof
pursuant to this Section 11 shall be without liability of any
party to any other party, except as otherwise provided in
paragraph (h) of Section 7 and in Section 10.
SECTION 12. Miscellaneous. This Underwriting Agreement and the
Bonds to be sold hereunder shall be New York contracts and their
validity and interpretation shall be governed by the law of the
State of New York. This Underwriting Agreement shall inure to
the benefit of the Company, the Underwriters and, with respect to
the provisions of Section 10, each director, officer and
controlling person referred to in Section 10, and their
respective successors. Nothing herein is intended or shall be
construed to give to any other person, firm or corporation any
legal or equitable right, remedy or claim under or in respect of
any provision in this Underwriting Agreement. The term
"successor" as used in this Underwriting Agreement shall not
include any purchaser, as such purchaser, of any of the Bonds
from any of the Underwriters.
SECTION 13. Notices. All communications hereunder shall be in
writing and, if to the Underwriters, shall be mailed or delivered
to the Representative at the address set forth forth at the
beginning ofon the signature page of this Underwriting Agreement
to the attention of its General Counsel, or if to the Company,
shall be mailed or delivered to it care of: Entergy Services,
Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Attention:
Treasurer.
The stated interest rate to be borne by the Bonds and the price
to be paid to the Company therefor (stated as a percentage of the
principal amount of the Bonds), exclusive of plus, if set forth
below, accrued interest to be paid to the Company at such rate
from the date so specifiedfirst day of the month in which the
Bonds are issued to the Closing Date, in each case are set forth
below. If said interest rate and price and the foregoing
Underwriting Agreement are in accordance with your understanding
of our agreement, please indicate your acceptance thereof in the
space provided below for that purpose, whereupon this letter and
your acceptance shall constitute a binding agreement between the
Company and the several Underwriters in accordance with its
terms.
We have submitted this Underwriting Agreement in duplicate with
Schedule I filled in.
Very truly yours,
As Representative(s) of the Underwriters
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
By:
Address of Representative: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Principal amount: $75,000,000
Date of maturity: March 1, 2002
Stated interest rate (a multiple of 0.125% (1/8th of 1%) or a
multiple of 0.01% (1/100th of 1%)): 5.80%
Date interest accrues from: March 30, 1999
Price to Company (must be within the range designated by the
Company in its Notice to prospective purchasers): 99.588%
_________________________________________________________________
The foregoing Underwriting Agreement is hereby accepted as of the
date set forth below.
ENTERGY LOUISIANA, INC.
By: _________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Dated:
SCHEDULE I
Entergy Louisiana, Inc.
First Mortgage Bonds
Principal
Amount
Name of Underwriter of Bonds
Salomon ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. $37,500,000
Prudential Securities $37,500,000
Incorporated
-----------
Total $75,000,000
===========
EXHIBIT A
March __ , 19998
[ADDRESSEE(S)]
Ladies and Gentlemen:
I, together with ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, of New York,
New York, have acted as counsel for Entergy Louisiana, Inc., a
Louisiana corporation (the "Company"), in connection with the
issuance and sale to you, pursuant to the Underwriting Agreement
dated March __, 19998 (the "Underwriting Agreement"), between the
Company and you, of $____________ aggregate principal amount of
its First Mortgage Bonds ____ % Series due March 1, _____ (the
"Bonds"), issued pursuant to the Company's Mortgage and Deed of
Trust, dated as of April 1, 1944, with Bank of Montreal Trust
Company (successor to The Chase Manhattan Bank (National
Association)), as Corporate Trustee (the "Corporate Trustee"),
and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ (successor to Z. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇), as Co-
Trustee, as heretofore amended and supplemented by all indentures
amendatory thereof and supplemental thereto, including the Fifty-
thirdsecond Supplemental Indenture, dated as of March 1, 19998
(the "Supplemental Indenture") (the Mortgage and Deed of Trust as
so amended and supplemented being hereinafter referred to as the
"Mortgage"). This opinion is being rendered to you at the
request of the Company. Capitalized terms used herein and not
otherwise defined have the meanings ascribed to such terms in the
Underwriting Agreement.
In my capacity as such counsel, I have either
participated in the preparation of or have examined and am
familiar with: (a) the Company's Restated Articles of
Incorporation and By-Laws, each as amended; (b) the Underwriting
Agreement; (c) the Mortgage; (d) the Registration Statements and
the Prospectus; (e) the records of various corporate proceedings
relating to the authorization, issuance and sale of the Bonds by
the Company and the execution and delivery by the Company of the
Supplemental Indenture and the Underwriting Agreement; and (f)
the proceedings before and the order entered by the Commission
under the Holding Company Act relating to the issuance and sale
of the Bonds by the Company. I have also examined or caused to
be examined such other documents and have satisfied myself as to
such other matters as I have deemed necessary in order to render
this opinion. I have not examined the Bonds, except a specimen
thereof, and I have relied upon a certificate of the Corporate
Trustee as to the authentication and delivery thereof.
In my examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me
as originals, the legal capacity of natural persons and the
conformity to the originals of all documents submitted to me as
copies. In making my examination of documents and instruments
executed or to be executed by persons other than the Company, I
have assumed that each such other person had the requisite power
and authority to enter into and perform fully its obligations
thereunder, the due authorization by each such other person for
the execution, delivery and performance thereof by such person,
and the due execution and delivery by or on behalf of such person
of each such document and instrument. In the case of any such
other person that is not a natural person, I have also assumed,
insofar as it is relevant to the opinions set forth below, that
each such other person is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which such
other person was created, and is duly qualified and in good
standing in each other jurisdiction where the failure to be so
qualified could reasonably be expected to have a material effect
upon the ability of such other person to execute, deliver and/or
perform such other person's obligations under any such document
or instrument. I have further assumed that each document,
instrument, agreement, record and certificate reviewed by me for
purposes of rendering the opinions expressed below has not been
amended by oral agreement, conduct or course of dealing of the
parties thereto, although I have no knowledge of any facts or
circumstances that could give rise to such amendment.
As to questions of fact material to the opinions
expressed herein, I have relied upon certificates and
representations of officers of the Company (including but not
limited to those contained in the Underwriting Agreement, the
Supplemental Indenture and certificates delivered at the closing
of the sale of the Bonds) and appropriate public officials
without independent verification of such matters except as
otherwise described herein.
Whenever my opinions herein with respect to the
existence or absence of facts are stated to be to my knowledge or
awareness, I intend to signify that no information has come to my
attention or the attention of any other attorneys acting for or
on behalf of the Company or any of its affiliates that have
participated in the negotiation of the transactions contemplated
by the Underwriting Agreement and the Supplemental Indenture, in
the preparation of the Registration Statements and the Prospectus
or in the preparation of this opinion letter that would give me,
or them, actual knowledge that would contradict such opinions.
However, except to the extent necessary in order to give the
opinions hereinafter expressed, neither I nor they have
undertaken any independent investigation to determine the
existence or absence of such facts, and no inference as to
knowledge of the existence or absence of such facts (except to
the extent necessary in order to give the opinions hereinafter
expressed) should be assumed.
In rendering the opinions set forth in paragraph (2)
below, I have relied upon reports and/or opinions by counsel who
historically acted on behalf of the Company in real estate
transactions and transactions involving the Mortgage and in whom
I have confidence, title reports prepared in connection with the
procurement of title insurance policies on certain property of
the Company, and information from officers of the Company
responsible for the acquisition of real property and maintenance
of records with respect thereto, which I believe to be
satisfactory in form and scope and which I have no reason to
believe are inaccurate in any material respect. I have not, for
purposes of rendering such opinion, conducted an independent
examination or investigation of official title records (or
abstracts thereof) with respect to property (i) acquired by the
Company prior to the date of the most recent report and/or
opinions of counsel, (ii) as to which title insurance has been
obtained or (iii) the aggregate purchase price of which was not
material.
Subject to the foregoing and to the further exceptions
and qualifications set forth below, I am of the opinion that:
(1) The Company is duly organized and validly
existing as a corporation in good standing under the laws of
the State of Louisiana, has due corporate power and
authority to conduct the business that it is described as
conducting in the Prospectus and to own and operate the
properties owned and operated by it in such business and is
duly qualified to conduct such business in the State of
Louisiana.
(2) The Company has good and sufficient title to
the properties described as owned by it in and as subject to
the lien of the Mortgage (except properties released under
the terms of the Mortgage), subject only to Excepted
Encumbrances as defined in the Mortgage and to minor defects
and encumbrances customarily found in properties of like
size and character that do not materially impair the use of
such properties by the Company. The description of such
properties set forth in the Mortgage is adequate to
constitute the Mortgage as a lien thereon; and subject to
paragraph (3) hereof, the Mortgage, subject only to such
minor defects and Excepted Encumbrances, constitutes a
valid, direct and first mortgage lien upon said properties,
which include substantially all of the permanent physical
properties and franchises of the Company (other than those
expressly excepted). All permanent physical properties and
franchises (other than those expressly excepted) acquired by
the Company after the date of the Supplemental Indenture
will, upon such acquisition, become subject to the lien of
the Mortgage, subject, however, to such Excepted
Encumbrances and to liens, if any, existing or placed
thereon at the time of the acquisition thereof by the
Company and except as limited by bankruptcy law.
(3) It will be necessary to record the
Supplemental Indenture in all the Parishes in Louisiana in
which the Company owns property and to file with the
Recorder of Mortgages for the Parish of Orleans, Louisiana,
a Louisiana Form UCC-3 amending UCC File No. 36-58323 to
include the Supplemental Indenture before the liens created
by the Supplemental Indenture become effective as to and
enforceable against third parties. However, all permanent
physical properties and franchises of the Company (other
than those expressly excepted in the Mortgage) presently
owned by the Company are subject to the lien of the
Mortgage, subject to minor defects and Excepted Encumbrances
of the character referred to in paragraph (2) hereof.
(4) The Mortgage has been duly and validly
authorized by all necessary corporate action on the part of
the Company, has been duly and validly executed and
delivered by the Company, is a legal, valid and binding
instrument of the Company enforceable against the Company in
accordance with its terms, except (i) as may be limited by
the laws of the State of Louisiana, where the property
covered thereby is located, affecting the remedies for the
enforcement of the security provided for therein, which laws
do not, in my opinion, make inadequate remedies necessary
for the realization of the benefits of such security, and
(ii) as may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws
affecting enforcement of mortgagees' and other creditors'
rights and general equitable principles (regardless of
whether considered in a proceeding in equity or at law) and
is qualified under the Trust Indenture Act, and no
proceedings to suspend such qualification have been
instituted or, to my knowledge, threatened by the
Commission.
(5) The Bonds have been duly and validly
authorized by all necessary corporate action on the part of
the Company and are legal, valid and binding obligations of
the Company enforceable against the Company in accordance
with their terms, except as may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting enforcement
of mortgagees' and other creditors' rights and by general
equitable principles (regardless of whether considered in a
proceeding in equity or at law) and are entitled to the
benefit of the security afforded by the Mortgage.
(6) The statements made in the Prospectus and the
Prospectus Supplement under the captions "Description of New
Bonds" and "Description of the New Bonds," respectively,
insofar as they purport to constitute summaries of the
documents referred to therein, or of the benefits purported
to be afforded by such documents (including, without
limitation, the lien of the Mortgage), constitute accurate
summaries of the terms of such documents and of such
benefits in all material respects.
(7) The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(8) Except as to the financial statements and
other financial or statistical data included or incorporated
by reference therein, upon which I do not pass, the
Registration Statements, at their respective Effective
Dates, and the Prospectus, at the time it was filed with the
Commission pursuant to Rule 424(b), complied as to form in
all material respects with the applicable requirements of
the Securities Act and (except with respect to the
Statements of Eligibility, upon which I do not pass) the
Trust Indenture Act, and the applicable instructions, rules
and regulations of the Commission thereunder or pursuant to
said instructions, rules and regulations are deemed to
comply therewith; and, with respect to the documents or
portions thereof filed with the Commission pursuant to the
Exchange Act, and incorporated by reference in the
Prospectus pursuant to Item 12 of Form S-3, such documents
or portions thereof, on the date filed with the Commission,
complied as to form in all material respects with the
applicable provisions of the Exchange Act, and the
applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions,
rules and regulations are deemed to comply therewith; the
Registration Statements hashave become, and on the date
hereof isare, effective under the Securities Act; and, to
the best of my knowledge, no stop order suspending the
effectiveness of any of the Registration Statements has been
issued and no proceedings for that purpose are pending or
threatened under Section 8(d) of the Securities Act.
(9) An appropriate order has been entered by the
Commission under the Holding Company Act authorizing the
issuance and sale of the Bonds by the Company; to the best
of my knowledge, said order is in full force and effect; no
further approval, authorization, consent or other order of
any governmental body (other than under the Securities Act
or the Trust Indenture Act, which have been duly obtained,
or in connection or compliance with the provisions of the
securities or blue sky laws of any jurisdiction) is legally
required to permit the issuance and sale of the Bonds by the
Company pursuant to the Underwriting Agreement; and no
further approval, authorization, consent or other order of
any governmental body is legally required to permit the
performance by the Company of its obligations with respect
to the Bonds or under the Mortgage and the Underwriting
Agreement.
(10) The issuance and sale by the Company of the
Bonds and the execution, delivery and performance by the
Company of the Underwriting Agreement and the Mortgage (a)
will not violate any provision of the Company's Restated
Articles of Incorporation or By-Laws, each as amended, (b)
will not violate any provisions of, or constitute a default
under, or result in the creation or imposition of any lien,
charge or encumbrance on or security interest in (except as
contemplated by the Mortgage) any of the assets of the
Company pursuant to the provisions of, any mortgage,
indenture, contract, agreement or other undertaking known to
me (having made due inquiry with respect thereto) to which
the Company is a party or which purports to be binding upon
the Company or upon any of its assets, and (c) will not
violate any provision of any law or regulation applicable to
the Company or, to the best of my knowledge (having made due
inquiry with respect thereto), any provision of any order,
writ, judgment or decree of any governmental instrumentality
applicable to the Company (except that various consents of,
and filings with, governmental authorities may be required
to be obtained or made, as the case may be, in connection or
compliance with the provisions of the securities or blue sky
laws of any jurisdiction).
In connection with the preparation by the Company of the
Registration Statement and the Prospectus, I have had discussions
with certain officers, employees and representatives of the
Company and of Entergy Services, Inc., with other counsel for the
Company, and with the independent certified public accountants of
the Company who examined certain of the financial statements
included or incorporated by reference in the Registration
Statement. My examination of the Registration Statements and the
Prospectus and my discussions did not disclose to me any
information which gives me reason to believe that the the
Registration Statements, at their respective Effective Dates,
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading or that the
Prospectus, at the time oftransmitted for filing towith the
Commission pursuant to Rule 424(b) and at the date hereof,
contained or contains any untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading. I do not express any
opinion or belief as to the financial statements or other
financial or statistical data included or incorporated by
reference in the Registration Statements or the Prospectus, as to
the Statements of Eligibility or as to the information contained
in the Prospectus under the caption "Book Entry Securities."
I have examined the portions of the information
contained in the Prospectus that are stated therein to have been
made on my authority, and I believe such information to be
correct. I have examined the opinions of even date herewith
rendered to you by ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP and Winthrop,
Stimson, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, and concur in the conclusions
expressed therein insofar as they involve questions of Louisiana
law.
With respect to the opinions set forth in
paragrahsparagraphs (4) and (5) above, we call your attention to
the fact that the provisions of the Atomic Energy Act of 1954, as
amended, and the regulations promulgated thereunder impose
certain licensing and other requirements upon persons (such as
the Trustees or other purchasers pursuant to the remedial
provisions of the Mortgage) who seek to acquire, possess or use
nuclear production facilities.
I am a member of the Louisiana Bar and, for purposes of
this opinion, do not hold myself out as an expert on the laws of
any jurisdiction other than the State of Louisiana and the United
States of Americaother state. As to all matters of New York law,
I have relied, with your approval, upon the opinion of even date
herewith addressed to you by ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP of New
York, New York.
The opinion set forth above is solely for the benefit
of the addressees of this letter in connection with the
Underwriting Agreement and the transactions contemplated
thereunder and it may not be relied upon in any manner by any
other person or for any other purpose, without my prior written
consent, except that ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP and Winthrop,
Stimson, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ may rely on this opinion as to all
matters of Louisiana law in rendering their opinions required to
be delivered under the Underwriting Agreement.
Very truly yours,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior CounselAttorney
Corporate and Securities
EXHIBIT B
[Letterhead of ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP]
March __, 19998
[Addressee(s)]
Ladies and Gentlemen:
We, together with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior CounselAttorney-
Corporate & Securities of Entergy Services, Inc., have acted as
counsel for Entergy Louisiana, Inc. (the "Company") in connection
with the issuance and sale to you pursuant to the Underwriting
Agreement, effective March __, 19998 (the "Underwriting
Agreement"), between the Company and you, of
$_______________$115,000,000 aggregate principal amount of its
First Mortgage Bonds, % Series due March 1, __ (the "Bonds")
issued pursuant to the Company's Mortgage and Deed of Trust,
dated as of April 1, 1944 with Bank of Montreal Trust Company
(successor to The Chase Manhattan Bank (National Association)),
as Corporate Trustee (the "Corporate Trustee") and ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇ (successor to Z. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) as Co-Trustee (the
"Co-Trustee" and, together with the Corporate Trustee, the
"Trustees"), as heretofore amended and supplemented by all
indentures amendatory thereof and supplemental thereto, including
the Fifty-ThirdSecond Supplemental Indenture, dated as of March
1, 19998 (the "Supplemental Indenture") (the Mortgage and Deed of
Trust as so amended and supplemented being hereinafter referred
to as the "Mortgage"). This opinion is being rendered to you at
the request of the Company. Capitalized terms used herein and
not otherwise defined have the meanings ascribed to such terms in
the Underwriting Agreement.
In our capacity as such counsel, we have either participated in
the preparation of or have examined and are familiar with: (a)
the Company's Restated Articles of Incorporation and By-Laws,
each as amended; (b) the Underwriting Agreement; (c) the
Mortgage; (d) the Registration Statements and the Prospectus; (e)
the records of various corporate proceedings relating to the
authorization, issuance and sale of the Bonds by the Company and
the execution and delivery by the Company of the Supplemental
Indenture and the Underwriting Agreement; and (f) the proceedings
before and the order entered by the Commission under the Holding
Company Act relating to the issuance and sale of the Bonds by the
Company. We have also examined or caused to be examined such
other documents and have satisfied ourselves as to such other
matters as we have deemed necessary in order to render this
opinion. In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to the originals of the
documents submitted to us as certified or photostatic copies. We
have not examined the Bonds, except a specimen thereof, and we
have relied upon a certificate of the Corporate Trustee as to the
authentication and delivery thereof.
Subject to the foregoing and to the further exceptions and
qualifications set forth below, we are of the opinion that:
(1) The Mortgage has been duly and validly authorized by all
necessary corporate action on the part of the Company, has been
duly and validly executed and delivered by the Company, is a
legal, valid and binding instrument of the Company enforceable
against the Company in accordance with its terms, except (i) as
may be limited by the laws of the State of Louisiana, where the
property covered thereby is located, affecting the remedies for
the enforcement of the security provided for therein, and (ii)
as may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws
affecting enforcement of mortgagees' and other creditors'
rights and general equitable principles (regardless of whether
considered in a proceeding in equity or at law) and is
qualified under the Trust Indenture Act, and no proceedings to
suspend such qualification have been instituted or, to our
knowledge, threatened by the Commission.
(2) The Bonds have been duly and validly authorized by all
necessary corporate action on the part of the Company and are
legal, valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, except as
may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization or other similar laws affecting
enforcement of mortgagees' and other creditors' rights and by
general equitable principles (regardless of whether
enforceability is considered in a proceeding in equity or at
law) and are entitled to the benefit of the security afforded
by the Mortgage.
(3) The statements made in the Prospectus and the Prospectus
Supplement under the captions "Description of New Bonds" and
"Description of the New Bonds", respectively, insofar as they
purport to constitute summaries of the documents referred to
therein, constitute accurate summaries of the terms of such
documents in all material respects.
(4) The Underwriting Agreement has been duly authorized,
executed and delivered by the Company.
(5) Except as to the financial statements and other financial
or statistical data included or incorporated by reference
therein, upon which we do not pass, the Registration
Statements, at their Effective Dates, and the Prospectus, at
the time it was transmitted for filing tofiled with the
Commission pursuant to Rule 424(b), complied as to form in all
material respects with the applicable requirements of the
Securities Act and (except with respect to the Statements of
Eligibility, upon which we do not pass) the Trust Indenture
Act, and the applicable instructions, rules and regulations of
the Commission thereunder or pursuant to said instructions,
rules and regulations are deemed to comply therewith; and, with
respect to the documents or portions thereof filed with the
Commission pursuant to the Exchange Act, and incorporated by
reference in the Prospectus pursuant to Item 12 of Form S-3,
such documents or portions thereof, on the date filed with the
Commission, complied as to form in all material respects with
the applicable provisions of the Exchange Act, and the
applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions, rules
and regulations are deemed to comply therewith; the
Registration Statements hasve become, and on the date hereof
isare, effective under the Securities Act; and, to the best of
our knowledge, no stop order suspending the effectiveness of
any of the Registration Statements has been issued and no
proceedings for that purpose are pending or threatened under
Section 8(d) of the Securities Act.
(6) An appropriate order has been entered by the Commission
under the Holding Company Act authorizing the issuance and sale
of the Bonds by the Company; to the best of our knowledge, said
order is in full force and effect; no further approval,
authorization, consent or other order of any governmental body
(other than under the Securities Act or the Trust Indenture
Act, which have been duly obtained, or in connection or
compliance with the provisions of the securities or blue sky
laws of any jurisdiction) is legally required to permit the
issuance and sale of the Bonds by the Company pursuant to the
Underwriting Agreement; and no further approval, authorization,
consent or other order of any governmental body is legally
required to permit the performance by the Company of its
obligations with respect to the Bonds or under the Mortgage and
the Underwriting Agreement.
In passing upon the forms of the Registration Statement and the
Prospectus, we necessarily assume the correctness, completeness
and fairness of the statements made by the Company and
information included or incorporated by reference in the
Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in paragraph (3) above. In connection
with the preparation by the Company of the Registration
Statements and the Prospectus, we have had discussions with
certain officers, employees and representatives of the Company
and Entergy Services, Inc., with other counsel for the Company,
and with the independent certified public accountants of the
Company who examined certain of the financial statements included
or incorporated by reference in the Registration Statements. Our
examination of the Registration Statements and the Prospectus and
our discussions did not disclose to us any information which
gives us reason to believe that the Registration Statements, at
their respective Effective Dates, contained an untrue statement
of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein
not misleading or that the Prospectus, at the time pursuant to
Rule 424(b) and at the date hereof, contained or contains any
untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading. We do not express any opinion or belief as
to the financial statements or other financial or statistical
data included or incorporated by reference in the Registration
Statements or the Prospectus, as to the Statements of Eligibility
or as to the information contained in the Prospectus Supplement
under the caption "Book Entry SecuritiesBonds."
We are members of the New York Bar and, for purposes of this
opinion, do not hold ourselves out as experts on the laws of any
jurisdiction other than the State of New York and the United
States of Americaother state. As to all matters of Louisiana
law, we have relied upon the opinion of even date herewith
addressed to you by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior CounselAttorney-
Corporate & Securities of Entergy Services, Inc., counsel to the
Company. We have not examined into and are not passing upon
matters relating to incorporation of the Company, titles to
property, franchises or the lien of the Mortgage. The opinion
set forth above is solely for the benefit of the addressees of
this letter in connection with the Underwriting Agreement and the
transactions contemplated thereunder and it may not be relied
upon in any manner by any other person or for any other purpose,
without our prior written consent, except ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Senior CounselAttorney-Corporate & Securities of Entergy
Services, Inc. may rely on this opinion as to all matters of New
York law in rendering herthe opinion required to be delivered
under the Underwriting Agreement.
Very truly yours,
▇▇▇▇▇▇ ▇▇▇▇ & PRIEST LLP
EXHIBIT C
ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS
PURSUANT TO SECTION 8(e)(iv) OF THE UNDERWRITING AGREEMENT
FOR INCLUSION IN THE LETTER OF THE ACCOUNTANTS
REFERRED TO THEREIN
Caption Page Items
Annual Report on Form
10-K for the year ended
December 31, 19987
"SELECTED FINANCIAL 105 The amounts of
DATA FIVE YEAR electric operating
COMPARISON" "SELECTED revenues (by
FINANCIAL DATA - FIVE source) for the
YEAR COMPARISON" twelve month
periods ended
December 31, 1998,
1997 and 1996.The
amounts of electric
operating revenues
(by source) for the
twelve month
periods ended
December 31, 1997
and 1996.
