Exhibit 4(d)
ENTERGY LOUISIANA, INC.
OFFICER'S CERTIFICATE
Creating the ____% Debentures, Series due ________
____________, the ___________________________________ of
Entergy Louisiana, Inc. (the "Company"), pursuant to the
authority granted in the accompanying Board Resolutions (all
capitalized terms used herein which are not defined herein but
are defined in the Indenture referred to below, shall have the
meanings specified in the Indenture), and Sections 201 and 301 of
the Indenture, does hereby certify to ____________________ (the
"Trustee"), as Trustee under the Indenture of the Company (For
Unsecured Debt Securities) dated as of ____________ (the
"Indenture") that:
1. The securities of the ______ series to be issued under the
Indenture shall be designated "_____% Debentures, Series due
_________" (the "Debentures of the _____ Series"), and shall
be issued in substantially the form set forth in Exhibit A
hereto;
2. The Debentures of the _____ Series shall mature and the
principal shall be due and payable together with all accrued
and unpaid interest thereon on ______, ____;
3. The Debentures of the _____ Series shall bear interest as
provided in the form thereof set forth in Exhibit A hereto;
4. Each installment of interest on a Debenture of the _____
Series shall be payable as provided in the form thereof set
forth as Exhibit A hereto;
5. Registration and registration of transfers and exchanges in
respect of the Debentures of the _____ Series may be
effected at the office or agency of the Company in The City
of New York. Notices and demands to or upon the Company in
respect of the Debentures of the _____ Series may be served
at the office or agency of the Company in The City of New
York. The Corporate Trust Office of the Trustee will
initially be the agency of the Company for such payment,
registration and registration of transfers and exchanges and
service of notices and demands and the Company hereby
appoints the Trustee as its agent for all such purposes;
provided, however, that the Company reserves the right to
change, by one or more Officer's Certificates, any such
office or agency and such agent. The Trustee will be the
Security Registrar and the Paying Agent for the Debentures
of the _____ Series;
6. The Regular Record Date for the interest payable on any
given Interest Payment Date with respect to the Debentures
of the _____ Series shall be the __th day prior to such
Interest Payment Date;
7. [Redemption provisions will be inserted]
8. No service charge shall be made for the registration of
transfer or exchange of the Debentures of the _____ Series;
provided, however, that the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with the exchange or
transfer;
9. If the Company shall make any deposit of money and/or
Eligible Obligations with respect to any Debentures of the
_____ Series, or any portion of the principal amount
thereof, as contemplated by Section 701 of the Indenture,
the Company shall not deliver an Officer's Certificate
described in clause (z) in the first paragraph of said
Section 701 unless the Company shall also deliver to the
Trustee, together with such Officer's Certificate, either:
(A) an instrument wherein the Company, notwithstanding
the satisfaction and discharge of its indebtedness in
respect of the Debentures of the _____ Series, shall assume
the obligation (which shall be absolute and unconditional)
to irrevocably deposit with the Trustee or Paying Agent such
additional sums of money, if any, or additional Eligible
Obligations (meeting the requirements of Section 701), if
any, or any combination thereof, at such time or times, as
shall be necessary, together with the money and/or Eligible
Obligations theretofore so deposited, to pay when due the
principal of and premium, if any, and interest due and to
become due on such Debentures of the _____ Series or
portions thereof, all in accordance with and subject to the
provisions of said Section 701; provided, however, that such
instrument may state that the obligation of the Company to
make additional deposits as aforesaid shall be subject to
the delivery to the Company by the Trustee of a notice
asserting the deficiency accompanied by an opinion of an
independent public accountant of nationally recognized
standing, selected by the Trustee, showing the calculation
thereof; or
(B) an Opinion of Counsel to the effect that, as a
result of a change in law occurring after the date of this
certificate, the Holders of such Debentures of the _____
Series, or portions of the principal amount thereof, will
not recognize income, gain or loss for United States federal
income tax purposes as a result of the satisfaction and
discharge of the Company's indebtedness in respect thereof
and will be subject to United States federal income tax on
the same amounts, at the same times and in the same manner
as if such satisfaction and discharge had not been effected;
[11. The Debentures of the _____ Series will be initially issued
in global form registered in the name of Cede & Co. (as
nominee for The Depository Trust Company, New York, New
York). The Debentures of the _____ Series in global form
shall bear the depository legend in substantially the form
set forth in Exhibit A hereto. The Debentures of the _____
Series in global form will contain restrictions on transfer,
substantially as described in the form set forth in Exhibit
A hereto.]
12. The Debentures of the _____ Series shall have such other
terms and provisions as are provided in the form set forth
in Exhibit A hereto;
13. The undersigned has read all of the covenants and conditions
contained in the Indenture relating to the issuance of the
Debentures of the _____ Series and the definitions in the
Indenture relating thereto and in respect of which this
certificate is made;
14. The statements contained in this certificate are based upon
the familiarity of the undersigned with the Indenture, the
documents accompanying this certificate, and upon
discussions by the undersigned with officers and employees
of the Company familiar with the matters set forth herein;
15. In the opinion of the undersigned, he or she has made such
examination or investigation as is necessary to enable him
or her to express an informed opinion whether or not such
covenants and conditions have been complied with; and
16. In the opinion of the undersigned, such conditions and
covenants and conditions precedent, if any (including any
covenants compliance with which constitutes a condition
precedent) to the authentication and delivery of the
Debentures of the _____ Series requested in the accompanying
Company Order No. __ have been complied with.
IN WITNESS WHEREOF, I have executed this Officer's
Certificate this ____ day of ______, ____ in New York, New York.
Exhibit A
[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New
York corporation ("DTC"), to Entergy Louisiana, Inc. or
its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in
the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative
of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.]
No._______________ Cusip No.__________
[FORM OF FACE OF DEBENTURE]
ENTERGY LOUISIANA, INC.
_____% DEBENTURES, SERIES DUE _________
ENTERGY LOUISIANA, INC., a corporation duly organized and
existing under the laws of the State of Louisiana, herein
referred to as the "Company", which term includes any successor
Person under the Indenture), for value received, hereby promises
to pay to
or registered assigns, the principal sum of ____________________
Dollars on ____________ and to pay interest on said principal sum
semi-annually on ______ and ______ of each year (each an
"Interest Payment Date") at the rate of ______% per annum until
the principal hereof is paid or made available for payment.
Interest on the Securities of this series will accrue from and
including __________, to and excluding the first Interest Payment
Date, and thereafter will accrue from and including the last
Interest Payment Date to which interest has been paid or duly
provided for. No interest will accrue on the Securities with
respect to the day on which the Securities mature. In the event
that any Interest Payment Date is not a Business Day, then
payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest
or other payment in respect of such delay) with the same force
and effect as if made on the Interest Payment Date. The interest
so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the __th day preceding such Interest Payment Date (the "Regular
Record Date"). Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully
provided in the Indenture referred to on the reverse hereof.
Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency of
the Company maintained for that purpose in The City of New York,
the State of New York in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts, provided, however, that, at
the option of the Company, interest on this Security may be paid
by check mailed to the address of the person entitled thereto, as
such address shall appear on the Security Register.
Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed in New York, New York.
ENTERGY LOUISIANA, INC.
By:_________________________
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
The Bank of New York, as Trustee
By:_______________________________
Authorized Signatory
[FORM OF REVERSE OF DEBENTURE]
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture
(for Unsecured Debt Securities), dated as of _____, ____ (herein,
together with any amendments thereto, called the "Indenture",
which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as
Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), and reference is hereby
made to the Indenture, including the Board Resolutions and
Officer's Certificate filed with the Trustee on _________, ____
creating the series designated on the face hereof, for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof.
[Redemption provisions will be inserted]
The Indenture contains provisions for defeasance at any
time of the entire indebtedness of this Security upon compliance
with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of all series to be affected.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Security.
As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right
to institute any proceeding with respect to the Indenture or for
the appointment of a receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with
respect to the Securities of this series, the Holders of a
majority in aggregate principal amount of the Securities of all
series at the time Outstanding in respect of which an Event of
Default shall have occurred and be continuing shall have made
written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in aggregate principal
amount of Securities of all series at the time Outstanding in
respect of which an Event of Default shall have occurred and be
continuing a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the
respective due dates expressed herein.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or
currency, herein prescribed.
The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and
integral multiples thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor and of
authorized denominations, as requested by the Holder surrendering
the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security
is registered as the absolute owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.