Exhibit 4.05
TRUST AGREEMENT
OF ENTERGY GULF STATES CAPITAL I
This TRUST AGREEMENT of Entergy Gulf States Capital I
(the "Trust"), dated as of December 2, 1996, among (i) Entergy
Gulf States, Inc., a Texas corporation (the "Depositor"), (ii)
The Bank of New York, a New York banking corporation, not in its
individual capacity but solely as trustee of the Trust, (iii) The
Bank of New York (Delaware), a Delaware banking corporation, not
in its individual capacity but solely as trustee of the Trust,
and (iv) Xxxxxxx X. Xxxxx, Xx., an individual employed by the
Depositor, not in his individual capacity but solely as trustee
of the Trust (each of such trustees in (ii), (iii) and (iv) a
"Trustee" and collectively, the "Trustees"). The Depositor and
the Trustees hereby agree as follows:
I. The trust created hereby shall be known as "Entergy
Gulf States Capital I", in which name the Trustees, or the
Depositor to the extent provided herein, may conduct the business
of the Trust, make and execute contracts, and xxx and be sued.
II. 2. The Depositor hereby assigns, transfers, conveys
and sets over to the Trustees the sum of $10. The Trustees
hereby acknowledge receipt of such amount in trust from the
Depositor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the
trust estate in trust for the Depositor. It is the intention of
the parties hereto that the Trust created hereby constitute a
business trust under Chapter 38 of Title 12 of the Delaware Code,
12 Del. C. 3801 et seq. (the "Business Trust Act"), and that
this document constitutes the governing instrument of the Trust.
The Trustees are hereby authorized and directed to execute and
file a certificate of trust with the Delaware Secretary of State
in accordance with the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an
amended and restated Trust Agreement, satisfactory to each such
party and substantially in the form to be included as an exhibit
to the 1933 Act Registration Statement referred to below, to
provide for the contemplated operation of the Trust created
hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the
Trustees shall not have any duty or obligation hereunder or with
respect of the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals
required by applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and
direct the Depositor (i) to file with the Securities and Exchange
Commission (the "Commission") and execute, in each case on behalf
of the Trust, (a) a Registration Statement on Form S-3 (the "1933
Act Registration Statement"), including any pre-effective or post-
effective amendments to the 1933 Act Registration Statement,
relating to the registration under the Securities Act of 1933, as
amended, of the Preferred Securities of the Trust and certain
other securities and (b) a Registration Statement on Form 8-A
(the "1934 Act Registration Statement") (including all pre-
effective and post-effective amendments thereto) relating to the
registration of the Preferred Securities of the Trust under
Section 12(b) of the Securities Exchange Act of 1934, as amended;
(ii) to file with the New York Stock Exchange (the "Exchange")
and execute on behalf of the Trust a listing application and all
other applications, statements, certificates, agreements and
other instruments as shall be necessary or desirable to cause the
Preferred Securities to be listed on the Exchange and (iii) to
file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as
shall be necessary or desirable to register the Preferred
Securities under the securities or "Blue Sky" laws of such
jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable. In the event that any filing referred to
in clauses (i) and (ii) above is required by the rules and
regulations of the Commission, the Exchange or state securities
or blue sky laws, to be executed on behalf of the Trust by one or
more of the Trustees, each of the Trustees, in its or his
capacity as Trustee of the Trust, is hereby authorized and, to
the extent so required, directed to join in any such filing and
to execute on behalf of the Trust any and all of the foregoing,
it being understood that [The Bank of New York and The Bank of
New York (Delaware)], in their capacities as Trustees of the
Trust, respectively, shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless
required by the rules and regulations of the Commission, the New
York Stock Exchange or state securities or blue sky laws. In
connection with all of the foregoing, the Depositor and each
Trustee, solely in its or his capacity as Trustee of the Trust,
hereby constitutes and appoints Xxxxxxx X. Xxxxx, Xx., Xxxxx
XxXxxx and Xxxxx Xxxxxxxxx and each of them, as its or his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the Depositor or such
Trustee or in the Depositor's or such Trustee's name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the 1933 Act
Registration Statement and the 1934 Act Registration Statement
and to file the same, with all exhibits thereto, and other
documents in connection therewith and in connection with the
filing of the 1933 Act Registration Statement and the 1934 Act
Registration Statement, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in connection therewith, as fully to all intents and
purposes as the Depositor or such Trustee might or could do in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their respective substitute
or substitutes, shall do or cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three (3) and
thereafter the number of Trustees shall be such number as shall
be fixed from time to time by a written instrument signed by the
Depositor which may increase or decrease the number of Trustees;
provided, however, that to the extent required by the Business
Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware, or, if not a natural person,
an entity which has its principal place of business in the State
of Delaware and otherwise meets the requirements of applicable
Delaware law. Subject to the foregoing, the Depositor is
entitled to appoint or remove without cause any Trustee at any
time. The Trustees may resign upon thirty days prior notice to
Depositor.
7. This Trust Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware
(without regard to conflict of laws principles).
IN WITNESS WHEREOF, the parties hereto have caused this
Trust Agreement to be duly executed as of the day and year first
above written.
ENTERGY GULF STATES, INC.,
as Depositor
By:___________________________________
Name: _________________________
Title: __________________________
THE BANK OF NEW YORK, not in its
individual capacity but solely
as Trustee
By:___________________________________
Name: _________________________
Title:__________________________
THE BANK OF NEW YORK,
(DELAWARE), not in its
individual capacity but
solely as Trustee
By:___________________________________
Name:__________________________
Title: __________________________
Xxxxxxx X. Xxxxx, Xx., not in his individual
capacity but solely as Trustee
By:___________________________________
