Exhibit 4(b)
ENTERGY GULF STATES, INC.
(Formerly Gulf States Utilities Company)
350 Pine Street
Beaumont, Texas 77701
TO
THE CHASE MANHATTAN BANK
(Formerly known as Chemical Bank)
as Trustee
450 West 33rd Street
New York, New York 10001
__________________
Fifty-Eighth Supplemental Indenture
Dated as of March 15, 1999
__________________
Modifying and Amending Indenture of Mortgage
dated September 1, 1926
__________________
THIS INSTRUMENT GRANTS A SECURITY
INTEREST BY A UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED
PROPERTY PROVISIONS
THIS FIFTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of the
15th day of March, 1999, by and between Entergy Gulf States, Inc.
formerly Gulf States Utilities Company, a corporation duly
organized and existing under the laws of the State of Texas
(hereinafter sometimes called the Company), party of the first
part, and The Chase Manhattan Bank, formerly known as Chemical
Bank, a corporation duly organized and existing under the laws of
the State of New York and having an office in the Borough of
Manhattan, City and State of New York, as successor Trustee under
the Indenture of Mortgage and indentures supplemental thereto
hereinafter mentioned (hereinafter sometimes called the Trustee),
party of the second part;
W I T N E S S E T H: That
WHEREAS, the Company has heretofore executed and delivered
its Indenture of Mortgage, dated September 1, 1926 (hereinafter
sometimes called the Original Indenture), to The Chase National
Bank of the City of New York, as trustee, in and by which, the
Company conveyed and mortgaged to The Chase National Bank of the
City of New York, as trustee, certain property, therein
described, to secure the payment of its bonds issued and to be
issued under said Original Indenture in one or more series, as
therein provided; and
WHEREAS, the Company has heretofore executed and delivered
to The Chase National Bank of the City of New York, as trustee,
the First through the Fourth Supplemental Indentures, all
supplemental to said Original Indenture; and
WHEREAS, on March 21, 1939, The Chase National Bank of the
City of New York, resigned as trustee under said Original
Indenture and all indentures supplemental thereto as aforesaid,
pursuant to Section 4 of Article XIV of said Original Indenture,
and by an Indenture dated March 21, 1939 said resignation was
accepted and Central Hanover Bank and Trust Company was duly
appointed the successor trustee under said Original Indenture and
all indentures supplemental thereto, said resignation and
appointment both being effective as of said date, and Central
Hanover Bank and Trust Company did by said Indenture dated March
21, 1939, accept the trust under said Original Indenture and all
indentures supplemental thereto; and
WHEREAS, the Company has heretofore executed and delivered
to Central Hanover Bank and Trust Company, as successor trustee,
the Fifth through the Tenth Supplemental Indentures,
supplementing and modifying said Original Indenture; and
WHEREAS, the name of Central Hanover Bank and Trust Company,
successor trustee, as aforesaid, was changed effective June 30,
1951 to "The Hanover Bank"; and
WHEREAS, the Company has heretofore executed and delivered
to The Hanover Bank, as successor trustee, the Eleventh through
the Twentieth Supplemental Indentures, supplementing and
modifying said Original Indenture; and
WHEREAS, on September 8, 1961, pursuant to the laws of the
State of New York, the Hanover Bank, successor trustee, as
aforesaid, was duly merged into Manufacturers Trust Company, a
New York corporation, under the name "Manufacturers Hanover Trust
Company," and said Manufacturers Hanover Trust Company thereupon
became the duly constituted successor trustee under the Original
Indenture, as supplemented and modified as aforesaid; and
WHEREAS, the Company has heretofore executed and delivered
to Manufacturers Hanover Trust Company, as successor trustee, the
Twenty-first through the Fifty-fourth Supplemental Indentures,
supplementing and modifying said Original Indenture; and
WHEREAS, on June 19, 1992, pursuant to the laws of the State
of New York, Manufacturers Hanover Trust Company, successor
trustee, as aforesaid, was duly merged into Chemical Bank, a New
York corporation, under the name "Chemical Bank," and Chemical
Bank thereupon became the duly constituted successor trustee
under the Original Indenture, as supplemented and modified as
aforesaid; and
WHEREAS, the Company has heretofore executed and delivered
to Chemical Bank, as successor trustee, the Fifty-fifth through
the Fifty-seventh Supplemental Indentures, supplementing and
modifying said Original Indenture; and
WHEREAS, the name of the Chemical Bank, successor trustee,
as aforesaid, was changed effective July 14, 1996 to The Chase
Manhattan Bank; and
WHEREAS, under the Original Indenture, as supplemented and
modified as aforesaid (the Original Indenture as so supplemented
and modified being hereinafter sometimes called "the Indenture"),
with the consent of the holders of not less than 75% in principal
amount of the Bonds at the time outstanding or their attorneys in
fact duly authorized, including the consent of the holders of not
less than 60% in principal amount of the Bonds at the time
outstanding of each series, the Company, when authorized by a
resolution of the Board of Directors, and the Trustee may enter
into an indenture supplemental thereto for the purpose of
changing the provisions of the Indenture; and
WHEREAS, the Company has obtained the consents of the
holders of the necessary percentages of the Bonds outstanding
under the Indenture to, so modify and amend the same in the
manner effected by this Fifty-Eighth Supplemental Indenture; and
WHEREAS, all acts and proceedings required by law and by the
Restated Articles of Incorporation, as amended, and Bylaws of the
Company necessary to constitute the Indenture a valid and binding
mortgage for the security of all the Bonds of the Company issued
or to be issued under the Indenture, in accordance with its and
their terms, have been done and taken; and the execution and
delivery of this Fifty-Eighth Supplemental Indenture has been in
all respects duly authorized;
NOW, THEREFORE, THIS FIFTY-EIGHTH SUPPLEMENTAL INDENTURE
WITNESSETH:
That, among other things, in order to eliminate the
maintenance and replacement fund requirements and the term
"minimum provision for depreciation", and for and in
consideration of the premises and of the mutual covenants herein
contained, and of the sum of $1 duly paid to the Company by the
Trustee, at or before the execution and delivery hereof, and for
other valuable considerations, the receipt whereof is hereby
acknowledged, the parties hereto agree to modify and amend the
Indenture, as heretofore modified and amended, and the Indenture,
as heretofore modified and amended, is hereby further modified
and amended as follows:
A. Section 4.04 of the Indenture relating to the
maintenance and replacement fund and all of the obligations
and requirements thereof and each and all other references,
obligations and requirements in the Indenture with respect
to such fund, including but not limited to the inclusion of
the failure to discharge or satisfy obligations to such fund
as a default in Section 12.01 of the Indenture, are
eliminated and of no further force or effect, provided that
no cash, Bonds, refundable indebtedness, debt retirements or
property additions theretofore applied as credits under
Section 4.04 may be made the basis for further action or
credit under the Indenture and any cash in such fund shall
constitute trust moneys subject to the provisions of Article
Eight and any unmatured Bonds and refundable indebtedness in
such fund shall be delivered to the Company; and
B. Section 1.06E of the Indenture defining "minimum
provision for depreciation" and each and all other
references, obligations, and requirements in the Indenture
with respect thereto are eliminated and of no further force
and effect.
This Fifty-Eighth Supplemental Indenture is executed and
shall be construed as an indenture supplemental to the Original
Indenture as supplemented and modified. As heretofore
supplemented and modified, and as supplemented and modified
hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture, as heretofore supplemented
and modified, and this Fifty-Eighth Supplemental Indenture shall
be read, taken and construed as one and the same instrument.
The recitals in this Fifty-Eighth Supplemental Indenture are
made by the Company only and not by the Trustee and the Trustee
makes no representation as to the validity or sufficiency of this
Fifty-Eighth Supplemental Indenture; and all of the provisions
contained in the Original Indenture as supplemented and modified,
in respect to the rights, privileges, immunities, powers and
duties of the Trustee shall be applicable in respect hereof as
fully and with like effect as if set forth herein in full. This
Fifty-Eighth Supplemental Indenture shall be governed by and
construed in accordance with the laws of the jurisdiction which
govern the Indenture and its construction.
Although this Fifty-Eighth Supplemental Indenture is dated
for convenience and for the purpose of reference as of March 15,
1999, the actual date or dates of execution by the Company and by
the Trustee are as indicated by their respective acknowledgments;
hereto annexed.
In order to facilitate the recording or filing of this Fifty-
Eighth Supplemental Indenture, the same may be simultaneously
executed in several counterparts and each shall be deemed to be
an original and such counterparts shall together constitute one
and the same instrument.
The words "herein", "hereof", "hereunder" and other words of
similar import refer to this Fifty-Eighth Supplemental Indenture.
All other terms used in this Supplemental Indenture shall be
taken to have the same meaning as in the Original Indenture and
indentures supplemental thereto, except in cases where the
context clearly indicates otherwise.
IN TESTIMONY WHEREOF, ENTERGY GULF STATES, INC. (formerly
Gulf States Utilities Company) has caused these presents to be
executed in its name and behalf by its Chairman of the Board of
Directors, its President or a Vice President and its corporate
seal to be hereunto affixed or a facsimile thereof printed hereon
and attested by its Secretary or an Assistant Secretary, and THE
CHASE MANHATTAN BANK, in token of its acceptance hereof has
likewise caused these presents to be executed in its name and
behalf by its President or a Vice President and its corporate
seal to be hereunto affixed and attested by a Trust Officer, each
in the presence of the respective undersigned Notaries Public,
and of the respective undersigned competent witnesses as of the
day and year first above written.
ENTERGY GULF STATES, INC.
(Corporate seal)
By: /s/ Steven C. McNeal
Attest: Vice President and Treasurer
/s/ Cnristopher T. Screen Before me: /s/ Denise C. Redmann
Assistant Secretary
Denise C. Redmann
Notary Public for the Parish of Orleans,
Signed, sealed and delivered State of Louisiana
in the presence of: Commission for life
/s/ Kristin Quinn
Kristin Quinn
/s/ Tammy Franz
Tammy Franz
THE CHASE MANHATTAN BANK
(seal)
By: /s/ William B. Dodge
Vice President
Attest:
/s/ William G. Keenan Before me: /s/ Emily Fayan
Trust Officer Emily Fayan
Notary Public, State of New York
No. 24-4737006
Signed, sealed and delivered Qualified in Kings County
in the presence of: Certificate Filed in New York County
Commission Expires December 31, 1999
/s/ Anderson Agard
Anderson Agard
/s/ Donna Fitzsimmons
Donna Fitzsimmons
ENTERGY GULF STATES, INC.
United States of America,
STATE OF LOUISIANA
PARISH of ORLEANS
I, the undersigned, a Notary Public duly qualified,
commissioned, sworn and acting in and for the County and State
aforesaid, hereby, certify that, on this 23rd of March 1999:
BEFORE ME personally appeared Steven C. McNeal, Vice
President and Treasurer and Christopher T. Screen, Assistant
Secretary of Entergy Gulf States, Inc., both of whom are known to
me to be the persons whose names are subscribed to the foregoing
instrument and both of whom are known to me to be Vice President
and Assistant Secretary, respectively, of said ENTERGY GULF
STATES, INC., and separately acknowledged to me that they
executed the same in the capacities therein stated for the
purposes and considerations therein expressed and as the act and
deed of ENTERGY GULF STATES, INC.
Before me personally Steven C. McNeal, to me known, who
being by me duly sworn, did depose and say, that he resides in
New Orleans, Louisiana; that he is Vice President of ENTERGY GULF
STATES, INC., one of the corporations described in and which
executed the above instrument; that he knows the seal of said
corporation; that the seal affixed to or printed on said
instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation, and that he
signed his name thereto by like order.
BE IT REMEMBERED, that before me, and in the presence of
Kristin Quinn and Tammy Franz, competent witnesses, residing in
said State, personally came and appeared Steven C. McNeal and
Christopher T. Screen, Vice President and Assistant Secretary,
respectively, of ENTERGY GULF STATES, INC., a corporation created
by and existing under the laws of the State of Texas, with its
Texas domicile in the City of Beaumont, Texas, and said Steven C.
McNeal and Christopher T. Screen, declared and acknowledged to
me, Notary, in the presence of the witnesses aforesaid, that they
signed, executed and sealed the foregoing indenture for and on
behalf of and in the name of ENTERGY GULF STATES, INC., and have
affixed the corporate seal of said Company to the same or caused
it to be printed thereon, by and with the authority of the Board
of Directors of said Company.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 23rd day of
March A.D. 1999.
/s/ Denise C. Redmann
(Notarial Seal) Denise C. Redmann
Notary Public for the Parish of Orleans,
State of Louisiana
Commission for life
CORPORATE TRUSTEE
United States of America,
STATE OF NEW YORK
COUNTY OF NEW YORK
I, the undersigned, a Notary Public duly qualified,
commissioned, sworn and acting in and for the County and State
aforesaid, hereby certify that, on this 24th day of March, 1999.
Before me personally appeared W. B. Dodge, a Vice President
of THE CHASE MANHATTAN BANK, and William G. Keenan, a Trust
Officer, both of whom are known to me to be the persons whose
names are subscribed to the foregoing instrument and both of whom
are known to me to be a Vice President and a Trust Officer,
respectively, of THE CHASE MANHATTAN BANK, and separately
acknowledged to me that they executed the same in the capacities
therein stated for the purposes and consideration therein
expressed, and as the act and deed of THE CHASE MANHATTAN BANK.
Before me personally came W. B. Dodge, to me known, who
being by me duly sworn, did depose and say, that he resides in
Seaford, NY; that he is a Vice President of THE CHASE MANHATTAN
BANK, one of the corporations described in and which executed the
above instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.
BE IT REMEMBERED, that before me, and in the presence of
Anderson Agard and Donna Fitzsimmons, competent witnesses,
residing in said state, personally came and appeared W. B. Dodge
and William G. Keenan, a Vice President and a Trust Officer,
respectively, of THE CHASE MANHATTAN BANK, a corporation created
by and existing under the laws of the State of New York with its
domicile in the City of New York, New York, and said W. B. Dodge
and William G. Keenan declared and acknowledged to me, Notary, in
the presence of the witnesses aforesaid that they signed,
executed and sealed the foregoing indenture for and on behalf of
and in the name of THE CHASE MANHATTAN BANK and have affixed the
corporate seal of THE CHASE MANHATTAN BANK to the same by and
with the authority of the Board of Directors of THE CHASE
MANHATTAN BANK.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 24th day of
March A.D. 1999.
/s/ Emily Fayan
(Notarial Seal) Emily Fayan
Notary Public, State of New York
No. 24-4737006
Qualified in Kings County
Certificate Filed in New York County
Commission Expires December 31, 1999
AFFIDAVIT RELATING TO BUSINESS AND
COMMERCE CODE OF THE STATE OF TEXAS
United States of America,
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, on this day personally
appeared Steven C. McNeal, affiant, who, being duly sworn, on his
oath says,
(1) that he is Vice President of ENTERGY GULF STATES, INC.,
(2) that the above and foregoing Fifty-Eighth Supplemental
Indenture to which this certificate is annexed is an Indenture
which by its terms subjects to the lien thereof property then
owned and property to be acquired by the Company subsequent to
the execution by it of the Indenture; and
(3) that the said ENTERGY GULF STATES, INC., which executed
the aforesaid Fifty-Eighth Supplemental Indenture, is a utility
as defined in Section 35.01(a)(2) of the Business and Commerce
Code of the State of Texas, namely, a person engaged in the State
of Texas in the generation, transmission, distribution and sale
of electric power.
WITNESS my hand and seal of said Corporation this 23rd day
of March 1999.
/s/ Steven C. McNeal
STEVEN C. McNEAL
Vice President and Treasurer
of Entergy Gulf States, Inc.
SWORN TO AND SUBSCRIBED before me by the said Steven C.
McNeal this 23rd day of March 1999, to certify which, witness my
hand and seal of office.
/s/ Denise C. Redmann
(Notarial Seal) Denise C. Redmann
Notary Public for the Parish of Orleans,
State of Louisiana
Commission for life
United States of America,
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, on this day personally
appeared Steven C. McNeal, known to me to be the person whose
name is subscribed to the foregoing instrument and known to me to
be Vice President of ENTERGY GULF STATES, INC. and acknowledged
to me that he executed the same for the purposes and
consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 23rd day of March
A.D. 1999.
/s/ Denise C. Redmann
(Notarial Seal) Denise C. Redmann
Notary Public for the Parish of Orleans,
State of Louisiana
Commission for life
CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS
OF ENTERGY GULF STATES, INC. ADOPTED ON
MARCH 15, 1999
I, the undersigned, Assistant Secretary of ENTERGY GULF
STATES, INC., hereby certify:
(1) That the Board of Directors of said Corporation by
unanimous written consent on March 15, 1999, adopted the
following resolution:
RESOLVED, that it is advisable and in the best
interest of this Company to, and that this Company do,
enter into a Fifty-Eighth Supplemental Indenture
modifying and amending the Indenture of Mortgage of the
Company, dated September 1, 1926, as heretofore
supplemented and modified as follows:
A. Section 4.04 of the Indenture
relating to the maintenance and
replacement fund and all of the
obligations and requirements
thereof and each and all other
references, obligations and
requirements in the Indenture with
respect to such fund, including but
not limited to the inclusion of the
failure to discharge or satisfy
obligations to such fund as a
default in Section 12.01 of the
Indenture, are eliminated and of no
further force or effect, provided
that no cash, Bonds, refundable
indebtedness, debt retirements or
property additions theretofore
applied as credits under Section
4.04 may be made the basis for
further action or credit under the
Indenture and any cash in such fund
shall constitute trust moneys
subject to the provisions of
Article Eight and any unmatured
Bonds and refundable indebtedness
in such fund shall be delivered to
the Company; and
B. Section 1.06E of the Indenture
defining "minimum provision for
depreciation" and each and all
other references, obligations, and
requirements in the Indenture with
respect thereto are eliminated and
of no further force and effect;
and this Board of Directors hereby approves the form of
draft of said Fifty-Eighth Supplemental Indenture which
has been submitted to it and hereby authorizes the
Chairman of the Board of Directors or the President or
any Vice President of this Company to execute in the
name and on behalf of this Company under its corporate
seal, or a facsimile thereof, attested by its Secretary
or one of its Assistant Secretaries, and to acknowledge
and deliver to the Trustee, a Fifty-Eighth Supplemental
Indenture in the form of said draft with such changes
in any part thereof not inconsistent with this
resolution as the signing officers shall approve, such
approval to be conclusively evidenced by their
signature thereto.
(2) That the executed Fifty-Eighth Supplemental Indenture
to which this certificate is annexed is the Fifty-Eighth
Supplemental Indenture authorized by the foregoing
resolution and that said resolution has not been amended or
revoked and is now in full force and effect.
WITNESS my hand and seal of said Corporation this 23rd day
of March 1999.
/s/ Christopher T. Screen
(Corporate Seal) Christopher T. Screen
Assistant Secretary of Entergy Gulf States, Inc.
United States of America,
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, on this day personally
appeared Christopher T. Screen, known to me to be the person
whose name is subscribed to the foregoing instrument and known to
me to be the Assistant Secretary of ENTERGY GULF STATES, INC. and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed and in the capacity therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 23RD day of
March A.D. 1999.
/s/ Denise C. Redmann
(Notarial Seal) Denise C. Redmann
Notary Public for the Parish of Orleans,
State of Louisiana
Commission for life