EX-4 3 a15503a2e.htm TRP Blank Doc

Texas Secretary of State File No. 74-009496

Exhibit A-2(e)

 

ENTERGY GULF STATES, INC.

(Formerly Gulf States Utilities Company)

350 Pine Street

Beaumont, Texas 77701

TO

JPMORGAN CHASE BANK

(Formerly known as The Chase Manhattan Bank)

as Trustee

4 New York Plaza

New York, New York 10004-2413

__________________

 

Sixty-Fourth Supplemental Indenture

Dated as of June 1, 2003

__________________

 

Relating to an Issue of First Mortgage Bonds,
Floating Rate Series due June 18, 2007,
and Supplementing Indenture of Mortgage
dated September 1, 1926

 

__________________

 

THIS INSTRUMENT GRANTS A SECURITY

INTEREST BY A UTILITY

 

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED

PROPERTY PROVISIONS

 

THIS SIXTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of the 15th day of June, 2003, 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 JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), a corporation duly organized and existing under the laws of the State of New York and having its principal place of business 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;

WITNESSETH: 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 said 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 supplementing and modifying said Original Indenture; and

WHEREAS, on March 21, 1939, The Chase National Bank of the City of New York resigned as trustee under the Original Indenture and all indentures supplemental thereto as aforesaid, pursuant to Section 4 of Article XIV of the 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 the Original Indenture and all indentures supplemental thereto, said resignation and appointment both being effective as of March 21, 1939, and the Central Hanover Bank and Trust Company did by said Indenture dated March 21, 1939 accept the trust under the 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 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 Chemical Bank, successor trustee, as aforesaid, was duly merged with and changed effective July 14, 1996 to The Chase Manhattan Bank; and

WHEREAS, the Company has heretofore executed and delivered to The Chase Manhattan Bank, as successor trustee, the Fifty-eighth through Sixtieth Supplemental Indentures supplementing and modifying said Original Indenture; and

WHEREAS, the name of The Chase Manhattan Bank, successor trustee, as aforesaid, was duly changed effective November 10, 2001 to JPMorgan Chase Bank; and

WHEREAS, the Company has heretofore executed and delivered to JPMorgan Chase Bank, as successor trustee, the Sixty-first through the Sixty-third Supplemental Indentures supplementing and modifying said Original Indenture; and

WHEREAS, the series of bonds established under the Seventh Supplemental Indenture supplementing and modifying said Original Indenture and under each successive supplemental indenture have been designated respectively and are referred to herein as "Bonds of the 1976, 1978, 1979, 1980, 1981, 1982, 1983, 1986, 1987, 1988, 1989, 1989A, 1990, 1992, 1996, 1997, 1998, 1998A, 1999, 1999A, 2000, 2000A, 2001, 2003, 2004, 2005, 2006, 2007, 2009, 2009A, 1987A, 2010, 1991, 1993, 1992A, 2012, 2013, 2013A, 1994, 2014B, C and D, 2015, 2016, 2016A, 1994A, 2002, 2022, 2004A, 2024, 1996A, 1997A, 1998B, 1999B, 2003A, MTN, 2003B, 2004B, 2007A, 2012A and 2008 Series"; and

WHEREAS, under the Original Indenture, as supplemented and modified, any new series of Bonds may at any time be established by the Board of Directors of the Company and the terms thereof may be specified by a supplemental indenture executed by the Company and the Trustee; and

WHEREAS, the Company proposes to create under the Original Indenture, as supplemented and modified as aforesaid and as further supplemented by this Sixty-fourth Supplemental Indenture (the Original Indenture as so supplemented and modified being hereinafter sometimes called the Indenture), a new series of Bonds to be designated First Mortgage Bonds, Floating Rate Series due June 1, 2005June 18, 2007, such Bonds when originally issued to be dated October 10June 18, 2003 and to mature on June 1, 2005June 18, 2007 (hereinafter sometimes referred to as the Bonds of the 2007B Series), and presently to issue $275,000,000 aggregate principal amount of the Bonds of the 2007B Series; and

WHEREAS, all acts and proceedings required by law and by the Restated Articles of Incorporation and Bylaws of the Company necessary to make the Bonds of the 2007B Series, when executed by the Company, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal obligations of the Company, and 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 Sixty-fourth Supplemental Indenture have been in all respects duly authorized;

NOW, THEREFORE, THIS SIXTY-FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:

That in order to secure the payment of the principal of, premium, if any, and interest on, all Bonds at any time issued and outstanding under the Indenture, according to their tenor, purport and effect, and to secure the performance and observance of all the covenants and conditions in said Bonds and in the Indenture contained, and to declare the terms and conditions upon and subject to which the Bonds of the 2007B Series are and are to be issued and secured, and for and in consideration of the premises and of the mutual covenants herein contained and of the acceptance of the Bonds of the 2007B Series by the holders thereof, 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 Company has executed and delivered this Sixty-fourth Supplemental Indenture, and by these presents does grant, bargain, sell, alienate, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm unto the Trustee, its successors in trust and assigns, the following property, rights, privileges and franchises hereinafter described, acquired by the Company since the execution and delivery by it of the Sixty-third Supplemental Indenture:

CLAUSE I.

All the property, real, personal or mixed, tangible or intangible (other than excepted property as hereinafter defined) of every kind, character and description which is described in the Schedule of Mortgaged Properties set forth in Article Three hereof.

CLAUSE II.

Without in any way limiting anything in Clause I or hereinafter described, all and singular the lands, real estate, chattels real, interests in land, leaseholds, ways, rights of way, grants, easements, servitudes, rights pursuant to ordinances, consents, permits, patents, licenses, lands under water, water and riparian rights, franchises, privileges, immunities, rights to construct, maintain and operate distribution and transmission systems, all other rights and interests, gas, water, steam and electric light, heat and power plants and systems, dams, and dam sites, stations and substations, powerhouses, electric transmission and distribution lines and systems, pipe lines, conduits, towers, poles, wires, cables and all other structures, machinery, engines, boilers, dynamos, motors, transformers, generators, electric and mechanical appliances, office buildings, warehouses, garages, stables, sheds, shops, tunnels, subways, bridges, other buildings and structures, implements, tools and other apparatus, appurtenances and facilities, materials and supplies, and all other property of any nature appertaining to any of the plants, systems, business or operations of the Company, whether or not affixed to the realty, used in the operation of any of the premises or plants or systems, or otherwise, which are now owned or which may hereafter be owned or acquired by the Company, other than excepted property as hereinafter defined; including (but not limited to) all its properties situated in the Cities of Beaumont, Port Arthur and Orange, and in the Counties of Brazos, Burleson, Chambers, Falls, Galveston, Grimes, Hardin, Harris, Jasper, Jefferson, Leon, Liberty, Limestone, Madison, Milam, Montgomery, Newton, Orange, Polk, Robertson, San Jacinto, Trinity, Tyler, Walker, Waller and Washington, Texas, and vicinity, and the Cities of Baton Rouge, Jennings and Lake Charles and in the Parishes of Acadia, Allen, Ascension, Beauregard, Calcasieu, Cameron, East Baton Rouge, East Feliciana, Iberia, Iberville, Jefferson Davis, Lafayette, Livingston, Pointe Coupee, St. Helena, St. Landry, St. Martin, St. Tammany, Tangipahoa, Vermilion, Washington, West Baton Rouge and West Feliciana, Louisiana, and vicinity, and wheresoever situated (other than excepted property as hereinafter defined).

CLAUSE III.

All corporate, Federal, State, county (parish), municipal and other permits, consents, licenses, bridge licenses, bridge rights, river permits, franchises, patents, rights pursuant to ordinances, grants, privileges and immunities of every kind and description, now belonging to or which may hereafter be owned, held, possessed or enjoyed by the Company (other than excepted property as hereinafter defined) and all renewals, extensions, enlargements and modifications of any of them.

CLAUSE IV.

Also all other property, real, personal or mixed, tangible or intangible (other than excepted property as hereinafter defined) of every kind, character and description and wheresoever situated, whether or not useful in the generation, manufacture, production, transportation, distribution, sale or supplying of electricity, steam, water or gas, now owned or which may hereafter be acquired by the Company, it being the intention hereof that all property, rights and franchises acquired by the Company after the date hereof (other than excepted property as hereinafter defined) shall be as fully embraced within and subjected to the lien hereof as if such property were now owned by the Company and were specifically described herein and conveyed hereby.

CLAUSE V.

Together with all and singular the plants, buildings, improvements, additions, tenements, hereditaments, easements, servitudes, rights, privileges, licenses, and franchises and all other appurtenances whatsoever belonging or in anywise appertaining to any of the property hereby mortgaged or pledged, or intended so to be, or any part thereof, and the reversion and reversions, reservation and reservations, remainder and remainders, and the tolls, rents, revenues, issues, earnings, income, products and profits thereof and every part and parcel thereof and all of the estate, right, title, interest, possession, property, claim and demand of every nature whatsoever of the Company at law, in equity or otherwise howsoever, in, of, and to such property and every part and parcel thereof.

CLAUSE VI.

Also any and all property, real, personal or mixed, including excepted property, that may, from time to time hereafter, by delivery or by writing of any kind, for the purposes hereof be in anywise subjected to the lien hereof or be expressly conveyed, mortgaged, hypothecated, assigned, transferred, deposited and/or pledged by the Company, or by anyone in its behalf or with its consent, to and with the Trustee, which is hereby authorized to receive the same at any and all times as and for additional security and also, when and as in the Seventh Supplemental Indenture provided, as substituted security hereunder, to the extent permitted by law. Such conveyance, mortgage, hypothecation, assignment, transfer, deposit and/or pledge or other creation of lien by the Company or by anyone in its behalf or with its consent of or upon any property as and for additional security may be made subject to any reservations, limitations, conditions and provisions which shall be set forth in an instrument or agreement in writing executed by the Company, or the person or corporation conveying, assigning, mortgaging, hypothecating, transferring, depositing and/or pledging the same, respecting the use, management and disposition of the property so conveyed, assigned, mortgaged, hypothecated, transferred, deposited and/or pledged, or the proceeds thereof.

CLAUSE VII.

PROPERTIES EXCEPTED.

There is, however, expressly excepted and excluded from the lien and operation of this Indenture all "Excepted Property" as defined and described in Granting Clause VII of the Indenture (omitting from such exception specifically described property thereafter expressly subjected to the lien of the Indenture), together with all property released by the Trustee or otherwise disposed of by the Company free from the lien of the Indenture prior to the execution of this Sixty-fourth Supplemental Indenture.

TO HAVE AND TO HOLD the trust estate and all and singular the lands, properties, estates, rights, franchises, privileges and appurtenances hereby mortgaged, hypothecated, conveyed, pledged or assigned, or intended so to be, together with all the appurtenances thereto appertaining and the rents, issues and profits thereof, unto the Trustee and its successors in trust and to its assigns, forever.

SUBJECT, HOWEVER, to the exceptions (except as omitted above in Clause VII hereof), reservations, restrictions, conditions, limitations, covenants and matters recited in Article Twenty of the Indenture, and in each respective Article Three of the Eighth and each consecutive succeeding Supplemental Indenture through the Seventeenth Supplemental Indenture and, likewise, of the Nineteenth through the Thirty-seventh Supplemental Indentures and, likewise, of the Thirty-ninth through the Fifty-seventh Supplemental Indentures and, also, the Fifty-ninth through the Sixty-third Supplemental Indentures or contained in any deeds and other instruments whereunder the Company has acquired any of the property now owned by it, to permitted encumbrances as defined in Subsection B of Section 1.07 of the Indenture, and, with respect to any property which the Company may hereafter acquire, to all terms, conditions, agreements, covenants, exceptions and reservations expressed or provided in the deeds or other instruments, respectively, under and by virtue of which the Company shall hereafter acquire the same and to any liens thereon existing, and to any liens for unpaid portions of the purchase money placed thereon, at the time of such acquisition.

BUT, IN TRUST, NEVERTHELESS, for the equal and proportionate use, benefit, security and protection of those who from time to time shall hold the Bonds and coupons, if any, authenticated and delivered under the Indenture and duly issued by the Company, without any discrimination, preference or priority of any one Bond or coupon, if any, over any other by reason of priority in the time of issue, sale or negotiation thereof or otherwise, except as provided in Section 12.28 of the Indenture, so that, subject to said Section 12.28 of the Indenture, each and all of said Bonds and coupons, if any, shall have the same right, lien and privilege under the Indenture and shall be equally secured thereby and shall have the same proportionate interest and share in the trust estate, with the same effect as if all the Bonds and coupons, if any, had been issued, sold and negotiated simultaneously.

AND UPON THE TRUSTS, USES AND PURPOSES and subject to the covenants, agreements and conditions of the Original Indenture as modified and supplemented by previous supplemental indentures and by this Sixty-fourth Supplemental Indenture.

    ARTICLE ONE.

    Bonds of the 2007B Series and
    Certain Provisions Relating Thereto.

Section 1.01.

      1. Certain Defined Terms

        2. As used in this Sixty-fourth Supplemental Indenture, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

        The term "Business Day" shall mean any day other than a Saturday or a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the Trustee is closed for business.

        The term "Calculation Agent" shall mean JPMorgan Chase Bank or its successor appointed by the Company, acting as calculation agent.

        The term "DTC" shall mean The Depository Trust Company.

        The term "Interest Determination Date" shall mean the second London Business Day immediately preceding the first day of the relevant Interest Period.

        The term "Interest Period" shall mean the period commencing on an interest payment date for the Bonds of the 2007B Series (or commencing on the issue date for the Bonds of the 2007B Series, if no interest has been paid or duly made available for payment since that date) and ending on the day before the next succeeding interest payment date for the Bonds of the 2007B Series.

        The term "LIBOR" shall mean, for any Interest Determination Date, the London interbank offered rate for deposits in U.S. dollars having an index maturity of three months for a period commencing on the second London Business Day immediately following such Interest Determination Date (the "Three Month Deposits") in amounts of not less than $1,000,000, as such rate appears on Telerate Page 3750, at approximately 11:00 a.m., London time, on such Interest Determination Date (the "Reported Rate").

        The term "London Business Day" shall mean a day on which dealings in deposits in U.S. dollars are transacted, or with respect to any future date, are expected to be transacted, in the London interbank market.

        The term "Record Date" shall mean, with regard to any interest payment date for the Bonds of the 2007B Series, the close of business on the Business Day next preceding such interest payment date.

        The term "Securities Act" shall mean the Securities Act of 1933, as amended.

        The term "Telerate Page 3750" shall mean the display designated on page "3750" on Moneyline Telerate (or such other page as may replace the 3750 page on that service or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits).

      2. Terms of Bonds of the 2007B Series.

        3. There is hereby established a new series of Bonds to be issued under and secured by the Indenture, to be known as and entitled "First Mortgage Bonds, Floating Rate Series due June 18, 2007". The principal amount of the Bonds of the 2007B Series shall not be limited except as provided in Section 3.01 of the Indenture, and except as may otherwise be provided in an indenture supplemental to the Indenture.

        The definitive Bonds of the 2007B Series shall be registered Bonds without coupons of the denominations of $1,000 and of such multiples of $1,000 as shall be authorized by written order of the Company, numbered R-1 consecutively upwards. Bonds of the 2007B Series may be issued in the first instance (until definitive Bonds to be issued in exchange therefor are prepared and ready for delivery) as temporary Bonds dated October 10June 18, 2003, in denominations of $1,000 and of such multiples of $1,000 as shall have been authorized, as aforesaid, numbered TR-1 consecutively upwards, in substantially the form of Bond set forth in Section 1.01 C of this Sixty-fourth Supplemental Indenture, with changes therein appropriate to their character.

        Initially, the Bonds of the 2007B Series offered and sold to Qualified Institutional Buyers (within the meaning of Rule 144A under the Securities Act) in reliance on such Rule 144A shall be issued in the form of a definitive global bond with the global bond legend and the non-registration legend set forth in the form of Bond set forth herein (the "Rule 144A Global Bond") and the Bonds of the 2007B Series offered and sold in reliance on Regulation S under the Securities Act shall be issued in the form of a definitive global bond with the global bond legend and the non-registration legend set forth in the form of Bond set forth herein (the "Regulation S Global Bond" and, together with the Rule 144A Global Bond, the "Global Bonds"). The Global Bonds shall be deposited with DTC or its custodian and registered in the name of DTC or its nominee, duly executed by the Company and authenticated by the Trustee as provided herein and the Original Indenture. The aggregate principal amount of each Global Bond may from time to time be increased or decreased by adjustments made on such Global Bonds or on the records of the Trustee or DTC or its nominee as hereinafter provided.

        If a holder of a beneficial interest in a Rule 144A Global Bond wishes at any time to transfer such interest to a person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Bond, or if a holder of a beneficial interest in a Regulation S Global Bond wishes at any time to transfer such interest to a person who wishes to take delivery thereof in the form of a beneficial interest in a Rule 144A Global Bond, upon receipt by the Trustee of (A) written instructions given in accordance with the rules and procedures of DTC (together with, as applicable, the rules and procedures of Euroclear and Clearstream, the "Applicable Procedures") from the applicable participant directing DTC to cause to be credited to another account of a participant a beneficial interest in such Regulation S Global Bond or Rule 144A Global Bond (as the case may be) equal to that of the beneficial interest in such Rule 144A Global Bond or Regulation S Global Bond (as the case may be) to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding such other account, as well as the account of Euroclear or Clearstream (as the case may be) for which such other account is held, to be credited with, and the account of such applicable participant to be debited for, such beneficial interest and (C) a certificate satisfactory to the Company and the Trustee, as to such transfer's compliance with any transfer or other restrictions relating to such Global Bond, given by the transferor of such beneficial interest, the Trustee shall (1) reduce or increase (as the case may be) the principal amount of such Rule 144A Global Bond, and increase or reduce (as the case may be) the principal amount of such Regulation S Global Bond, in each case by an amount equal to the principal amount of the beneficial interest in such Rule 144A Global Bond or Regulation S Global Bond (as the case may be) to be so transferred, as evidenced on the records of the Trustee and by an endorsement on each such Global Bond and (2) cause DTC to credit and debit such beneficial interests to the respective accounts specified in the instructions referred to above.

        The date of the commencement of the first Interest Period for all Bonds of the 2007B Series shall be June 18, 2003. Bonds of the 2007B Series shall be dated as provided in Section 3.05 of the Indenture. Notwithstanding the provisions of said Section 3.05, so long as there is no default in the payment of interest on Bonds of the 2007B Series existing at the time of the authentication hereinafter referred to, all Bonds of the 2007B Series authenticated by the Trustee between the Record Date for any interest payment date for Bonds of the 2007B Series and such interest payment date shall be dated the date of and shall bear interest from such interest payment date; provided, however, that if and to the extent the Company shall default in the payment of such interest due on the interest payment date, then any such Bond of the 2007B Series shall bear interest from the interest payment date next preceding the date of such Bond of the 2007B Series. The Bonds of the 2007B Series shall mature on June 1, 2005June 18, 2007. Interest on the Bonds of the 2007B Series shall be payable quarterly (in arrears) on March 18, June 18, September 18, and December 18 of each year, and at maturity (for the Interest Period from and including March 18, 2007 to but excluding June 18, 2007) or earlier redemption, the first interest payment to be made on September 18, 2003 for the Interest Period from and including June 18, 2003 to but excluding September 18, 2003. If any interest payment date for the Bonds of the 2007B Series falls on a day that is not a Business Day, the interest payment date will be the next succeeding Business Day. If the maturity date or any redemption date of the Bonds of the 2007B Series falls on a day that is not a Business Day, the payment of principal and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.

        Bonds of the 2007B Series shall bear interest for each Interest Period at a per annum rate determined by the Calculation Agent as described herein subject to a maximum interest rate of 12% per annum. The per annum interest rate with respect to the Bonds of the 2007B Series shall be equal to LIBOR on the Interest Determination Date for such Interest Period plus .90%; provided, however, that in certain circumstances described herein, the interest rate shall be determined in an alternative manner without reference to LIBOR. Promptly upon such determination, the Calculation Agent will notify the Trustee of the interest rate for the new Interest Period. The interest rate determined by the Calculation Agent, absent manifest error, shall be binding and conclusive upon the beneficial owners and holders of Bonds of the 2007B Series, the Company and the Trustee.

        If the following circumstances exist on any Interest Determination Date, the Calculation Agent shall determine the interest rate for the Bonds of the 2007B Series as follows:

        1. In the event LIBOR cannot be determined (from the Moneyline Telerate service, as herein described) as of approximately 11:00 a.m. London time on such Interest Determination Date, the Calculation Agent shall request the principal London offices of each of four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company) to provide a quotation of the rate (the "Rate Quotation") at which Three Month Deposits in amounts of not less than $1,000,000 are offered by it to prime banks in the London interbank market, at approximately 11:00 a.m. London time on such Interest Determination Date, that is representative of single transactions at such time (the "Representative Amounts"). If at least two Rate Quotations are provided, the interest rate will be the arithmetic mean of the Rate Quotations obtained by the Calculation Agent, plus .90%.

        2. In the event LIBOR cannot be determined (from the Moneyline Telerate service, as herein described) and fewer than two Rate Quotations are available as provided in paragraph (i) above, the interest rate will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. New York City time on such Interest Determination Date, by three major banks in New York City, selected by the Calculation Agent (after consultation with the Company), for loans in Representative Amounts in U.S. dollars to leading European banks, having an index maturity of three months for a period commencing on the second London Business Day immediately following such Interest Determination Date, plus .90%; provided, however, that if fewer than three banks selected by the Calculation Agent are quoting such rates, the interest rate for the applicable Interest Period shall be the same as the interest rate in effect for the immediately preceding Interest Period.

        Upon the request of a holder of Bonds of the 2007B Series, the Calculation Agent will provide to such holder the interest rate in effect on the date of such request and, if determined, the interest rate for the next Interest Period.

        Interest on the Bonds of the 2007B Series will be calculated on the basis of the actual number of days for which interest is payable in the relevant Interest Period, divided by 360. All dollar amounts resulting from such calculations will be rounded, if necessary, to the nearest cent with one-half cent rounded upward.

        The person in whose name any Bond of the 2007B Series is registered on any Record Date with regard to any interest payment date shall be entitled to receive the interest payable thereon on such interest payment date notwithstanding the cancellation of such Bond upon any transfer or exchange thereof subsequent to such Record Date and prior to such interest payment date, unless the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such Bond is registered on the date of payment of such defaulted interest. Both principal of and interest on the Bonds of the 2007B Series will be paid in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, at the corporate trust office in the Borough of Manhattan, City and State of New York, of the Trustee.

        The definitive Bonds of the 2007B Series may be issued in the form of Bonds engraved, printed, lithographed, or partly engraved and partly printed or lithographed, on steel engraved borders or typed.

        Upon compliance with the provisions of Section 3.10 of the Indenture and upon payment, at the option of the Company, of the charges provided in Section 3.11 of the Indenture, subject to the provisions of any legend set forth thereon, Bonds of the 2007B Series may be exchanged for a new Bond or Bonds of the said Series of different authorized denominations of like aggregate principal amount.

        The Trustee hereunder shall, by virtue of its office as such Trustee, be the registrar and transfer agent of the Company for the purpose of registering and transferring Bonds of the 2007B Series.

      3. Form of Bonds of the 2007B Series.

      The Bonds of the 2007B Series, and the Trustee's authentication certificate to be executed on the Bonds of the 2007B Series, shall be in substantially the following forms, respectively:

      [FORM OF FACE OF BOND OF THE 2007B SERIES]

      [depository legend to be included on Global Bonds]

      Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company 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.

      [non-registration legend]

      THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

      THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

      No. R-__


      CUSIP____________

      ENTERGY GULF STATES, INC.
      FIRST MORTGAGE BOND, FLOATING RATE SERIES
      DUE JUNE 1, 2005JUNE 18, 2007

      ENTERGY GULF STATES, INC., a Texas corporation (hereinafter sometimes called the "Company"), for value received, hereby promises to pay to ____________________, or registered assigns, [One Hundred Seventy three_________________ Dollars] [the principal amount set forth on Schedule I hereto] on June 1, 2005June 18, 2007, and to pay interest thereon from October 10, 2002June 18, 2003, if the date of this bond is prior to December 1, 2002September 18, 2003, or, if the date of this bond is on or after December 1, 2002September 18, 2003, from the March 1, March 18, June 18, September 18 or December 18 immediately preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof) at the per annum rate for each Interest Period determined by the Calculation Agent on each Interest Determination Date, as such terms are defined in the Indenture hereinafter mentioned, on March 18, June 18, September 18 and December 18 of each year and at maturity (for the Interest Period from and including March 1, 2005March 18, 2007 to but excluding June 1, 2005June 18, 2007) or earlier redemption, until payment of the principal hereof. The interest so payable on any March 1, March 18, June 18, September 18 or December 18 will be paid to the person in whose name this bond is registered at the close of business on the Business Day next preceding such interest payment date, unless the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name this bond is registered on the date of payment of such defaulted interest. If any interest payment date for this bond falls on a day that is not a Business Day, the interest payment date will be the next succeeding Business Day. If the maturity date or any redemption date of this bond falls on a day that is not a Business Day, the payment of principal and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.

      Both principal of and interest on this bond will be paid in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, at the corporate trust office in the Borough of Manhattan, City and State of New York, of the Trustee under the Indenture.

      This bond shall not become or be valid or obligatory for any purpose until the authentication certificate hereon shall have been signed by the Trustee.

      The provisions of this bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

      IN WITNESS WHEREOF, Entergy Gulf States, Inc. has caused these presents to be executed in its corporate name, by facsimile signature or manually, by its President or one of its Vice Presidents and by its Treasurer or an Assistant Treasurer under its corporate seal or a facsimile thereof, all as of March _________________________.

      ENTERGY GULF STATES, INC.

       

       

      By:
      Vice President and Treasurer

       

      And By:
      Assistant Treasurer

       

      [SEAL]

      (FORM OF REVERSE OF BOND OF THE 2007B SERIES)

      ENTERGY GULF STATES, INC.
      FIRST MORTGAGE BOND, FLOATING RATE SERIES
      DUE JUNE 1, 2005JUNE 18, 2007
      (Continued)

      This bond is one of the bonds, of the above designated series, of an authorized issue of bonds of the Company, known as First Mortgage Bonds, issued or issuable in one or more series under and equally secured (except insofar as any sinking and/or improvement fund or other fund established in accordance with the provisions of the Indenture hereinafter mentioned may afford additional security for the bonds of any specific series) by an Indenture of Mortgage dated September 1, 1926, as supplemented and modified by indentures supplemental thereto, to and including a Sixty-fourth Supplemental Indenture dated as of October June 1, 2003 to JPMorgan Chase Bank as Trustee, to which Indenture of Mortgage, as so supplemented and modified, and all indentures supplemental thereto (herein sometimes called the Indenture) reference is hereby made for a description of the property mortgaged and pledged as security for said bonds, the nature and extent of the security, and the rights, duties and immunities thereunder of the Trustee, the rights of the holders of said bonds and of the Trustee and of the Company in respect of such security, and the terms upon which said bonds may be issued thereunder.

      The bonds of this series are redeemable at the option of the Company, in whole or in part, on not less than 30 days' notice nor more than 60 days' notice beginning on June 18, 2004 and on each interest payment date thereafter, prior to the maturity of the bonds of this series, at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest on said bonds to the date of redemption.

      The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than seventy-five percent in principal amount of the bonds (exclusive of the bonds disqualified by reason of the Company's interest therein) at the time outstanding, including, if more than one series of bonds shall be at the time outstanding, not less than sixty percent in principal amount of each series affected, to effect, by an indenture supplemental to the Indenture, modifications or alterations of the Indenture and of the rights and obligations of the Company and of the holders of the bonds; provided, however, that no such modification or alteration shall be made without the written approval or consent of the registered owner hereof which will (a) extend the maturity of this bond or reduce the rate or extend the time of payment of interest hereon or reduce the amount of the principal hereof, or (b) permit the creation of any lien, not otherwise permitted, prior to or on a parity with the lien of the Indenture, or (c) reduce the percentage of the principal amount of the bonds upon the approval or consent of the holders of which modifications or alterations may be made as aforesaid.

      This bond is transferable by the registered owner hereof in person or by his duly authorized attorney at the corporate trust office in the Borough of Manhattan, City and State of New York, of the Trustee upon surrender of this bond for cancellation and upon payment, if the Company shall so require, of the charges provided for in the Indenture, and thereupon a new registered bond of the same series of like principal amount will be issued to the transferee in exchange therefor.

      The registered owner of this bond, at the option of said owner, may surrender the same for cancellation at said office and receive in exchange therefor the same aggregate principal amount of bonds of the same series but of other authorized denominations, upon payment, if the Company shall so require, of the charges provided for in the Indenture and subject to the terms and conditions therein set forth.

      If a default as defined in the Indenture shall occur, the principal of this bond may become or be declared due and payable before maturity in the manner and with the effect provided in the Indenture. The holders, however, of certain specified percentages of the bonds at the time outstanding, including in certain cases specified percentages of bonds of particular series, may in those cases, to the extent and under the conditions provided in the Indenture, waive certain defaults thereunder and the consequences of such defaults.

      No recourse shall be had for the payment of the principal of or the interest on this bond, or for any claim based hereon, or otherwise in respect hereof or of the Indenture, against any incorporator, shareholder, director or officer, past, present or future, as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or such predecessor or successor corporation, under any constitution or statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability of incorporators, shareholders, directors and officers, as such, being waived and released by the holder and owner hereof by the acceptance of this bond and as provided in the Indenture.

      (FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE FOR BONDS)

      TRUSTEE'S AUTHENTICATION CERTIFICATE

      This is one of the bonds, of the series designated therein, described in the within-mentioned Indenture.

      JPMORGAN CHASE BANK,

      As Trustee

       

      By
      Authorized Officer

      SCHEDULE I

      GLOBAL CERTIFICATE

      The initial principal amount of Securities evidenced by this global certificate is $______________.

      CHANGES TO PRINCIPAL AMOUNT OF SECURITIES EVIDENCED BY GLOBAL CERTIFICATE

      Date

      Principal Amount of Securities by which this Global Certificate is to be Reduced or Increased, and Reason for Reduction or Increase

      Remaining Principal Amount of Securities Represented by this Global Certificate

      Notation Made by
             
             
             
             
             
             
             
             
             
             
             
             
             

      Section 1.02  Redemption Provisions for Bonds of the 2007B Series.  

      The Bonds of the 2007B Series are not redeemable prior to June 18, 2004. The Bonds of the 2007B Series shall be redeemable at the option of the Company, in whole or in part, on not less than 30 days' nor more than 60 days' notice, beginning on June 18, 2004 and on each interest payment date for the Bonds of the 2007B Series thereafter, prior to the maturity of the Bonds of the 2007B Series, at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest on such Bonds of the 2007B Series to the date of redemption.

      Section 1.03.  Duration of Effectiveness of Article One.

      Section 1.01 through 1.02 of this article shall be of force and effect only so long as any Bonds of the 2007B Series are outstanding.

      Section 1.04.  Restriction on Payment of Dividends on Common Stock, etc.

      Notwithstanding the provision of Section 9.10 of the Indenture that the covenants therein contained shall continue only so long as any of the Bonds of the 1976 Series shall remain outstanding, the Company hereby covenants that the covenants made by the Company in said Section 9.10 of the Indenture shall also continue so long as any Bonds of the 2007B Series shall remain outstanding.

    ARTICLE TWO.

        Section 2.01.  This Sixty-fourth 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 hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture, as heretofore supplemented and modified, and this Sixty-fourth Supplemental Indenture shall be read, taken and construed as one and the same instrument.

        Section 2.02.  The recitals in this Sixty-fourth Supplemental Indenture are made by the Company only and not by the Trustee; 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.

        Although this Sixty-fourth Supplemental Indenture is dated for convenience and for the purpose of reference as of October June 1, 2003, the actual date or dates of execution by the Company and by the Trustee are as indicated by their respective acknowledgements hereto annexed.

        In order to facilitate the recording or filing of this Sixty-fourth 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 Sixty-fourth 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.

       

      ARTICLE THREE.
      SCHEDULE OF MORTGAGED PROPERTIES.

      All of the following described property heretofore acquired by the Company but not hereto specifically described in the Indenture is hereby acknowledged as part of the trust estate.

        1. Real Property in the State of Texas.

    None.

    IN TESTIMONY WHEREOF, ENTERGY GULF STATES, INC. has 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 or a facsimile thereof printed hereon and attested by its Secretary or an Assistant Secretary, and JPMORGAN CHASE 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 an Assistant Vice President or 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.

     

    By: /s/ Steven C. McNeal
    Steven C. McNeal
    Vice President and Treasurer

     

    (CORPORATE SEAL)

    Attest:

    /s/ Christopher T. Screen
    Christopher T. Screen
    Assistant Secretary

     

     

    /s/ Lloyd L. Drury, III
    Lloyd L. Drury, III, Notary Public
    Parish of Orleans, State of Louisiana
    My Commission Expires at Death

     

     

    Signed in the presence of:

     

    /s/ Carl Alvarado
    Carl Alvarado

     

    /s/ Myrna A. Romain
    Myrna A. Romain

    JPMORGAN CHASE BANK

     

    By: /s/ James D. Heaney
    James D. Heaney
    Vice President

    Attest:

    /s/ Nicholas Sberlati
    Nicholas Sberlati
    Trust Officer

     

    Before me

    /s/ Emily Fayan
    Emily Fayan
    Notary Public, State of New York
    No. 01FA4737006
    Qualified in Kings County
    Certificate Filed in New York County
    Commission Expires December 31, 2005

    Signed, sealed and delivered in the presence of:

    /s/ Donna Fitzsimmons
    Donna Fitzsimmons

     

    /s/ Ram Raideo
    Ram Raideo

     

    ENTERGY GULF STATES, INC.

    United States of America,
    State of Louisiana,                         ss:
    Parish of Orleans,

    I, the undersigned, a Notary Public duly qualified, commissioned, sworn and acting in and for the Parish and State aforesaid, hereby certify that, on this 16th day of OctoberJune, 2003:

    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 Treasurer, 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 came STEVEN C. McNEAL, to me known, who being by me duly sworn, did depose and say, that he resides in Mandeville, Louisiana; that he is Vice President and Treasurer 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 Carl Alvarado and Myrna A. Romain, competent witnesses, residing in said State, personally came and appeared STEVEN C. McNEAL and CHRISTOPHER T. SCREEN, Vice President and Treasurer, 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 16th day of OctoberJune, 2003.

    (Notarial Seal)

    /s/ Lloyd L. Drury, III

    Lloyd L. Drury, III, Notary Public
    Parish of Orleans, State of Louisiana
    My Commission Expires at Death

    CORPORATE TRUSTEE

    United States of America,
    State of New York, ss:
    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 18th day of OctoberJune, 2003:

    Before me personally appeared James D. Heaney, a Vice President of JPMORGAN CHASE BANK, and Nicholas Sberalti, 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 JPMORGAN CHASE 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 JPMORGAN CHASE BANK.

    Before me personally came James D. Heaney, to me known, who being by me duly sworn, did depose and say, that he resides in Langhorne, Pennsylvania; that he is a Vice President of JPMORGAN CHASE 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 Donna Fitzsimmons and Ram Raideo, competent witnesses, residing in said state, personally came and appeared James D. Heaney and Nicholas Sberlati, a Vice President and a Trust Officer, respectively, of JPMORGAN CHASE 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 James D. Heaney and Nicholas Sberlati, 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 JPMORGAN CHASE BANK and have affixed the corporate seal of JPMORGAN CHASE BANK to the same by and with the authority of the Board of Directors of JPMORGAN CHASE BANK.

    GIVEN UNDER MY HAND AND SEAL OF OFFICE this 18th day of OctoberJune, 2003.

  1. (Notarial Seal) /s/ Emily Fayan
    Emily Fayan
    Notary Public State of New York
    No. 01FA47370006
    Qualified in Kings County
    Certificate Filed in New York County
    Commission Expires December 31, 2005

    2.

    AFFIDAVIT RELATING TO BUSINESS AND COMMERCE CODE
    OF THE STATE OF TEXAS.

    State of Louisiana,
    Parish of Orleans, ss:

    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 and Treasurer of ENTERGY GULF STATES, INC.;

    (2) that the above and foregoing Sixty-fourth 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 said Company subsequent to the execution by it of said Indenture; and

    (3) that the said ENTERGY GULF STATES, INC., which executed the aforesaid Sixty-fourth 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 facsimile seal of said Corporation this 16th day of OctoberJune, 2003.

    (CORPORATE SEAL) /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 16th day of OctoberJune, 2003, to certify which, witness my hand and seal of office.

    (NOTARIAL SEAL)

     

    /s/ Lloyd L. Drury, III
    Lloyd L. Drury, III, Notary Public
    Parish of Orleans, State of Louisiana
    My Commission Expires at Death

    State of Louisiana,
    Parish of Orleans, ss:

    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 and Treasurer 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 16th day of OctoberJune, 2003.

     

    (NOTARIAL SEAL)

    /s/ Lloyd L. Drury, III
    Lloyd L. Drury, III, Notary Public
    Parish of Orleans, State of Louisiana
    My Commission Expires at Death

     

    CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS OF
    ENTERGY GULF STATES, INC. BY UNANIMOUS WRITTEN CONSENT
    ON OCTOBER 7JUNE 11, 2003.

    I, the undersigned, Assistant Secretary of ENTERGY GULF STATES, INC., hereby certify:

    (1) That the Board of Directors of said Corporation acting by Unanimous Written Consent dated June 11, 2003 adopted the following resolution:

    RESOLVED, that it is advisable and in the best interest of this Company to, and that the Company, enter into a Sixty-fourth Supplemental Indenture supplementing the Indenture for purposes, among others, of

    (a) setting forth the description, form and terms of the Bonds and additional covenants of the Company in that regard; and

    (b) the Board of Directors, hereby approves the form of said Sixty-fourth Supplemental Indenture and hereby authorizes the President or any Vice President of the Company to execute in the name and on behalf of the 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 Sixty-fourth Supplemental Indenture with such changes in any part thereof not inconsistent with these resolutions as the signing officers shall approve, such approval to be evidenced conclusively by their signatures thereto.

    (2) That the executed Sixty-fourth Supplemental Indenture to which this certificate is annexed is the Sixty-fourth 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 facsimile seal of said Corporation this 16th day of JuneOctober, 2003.

    (CORPORATE SEAL) /s/ Christopher T. Screen
    Christopher T. Screen
    Assistant Secretary of
    Entergy Gulf States, Inc.

    The State of Louisiana,
    Parish of Orleans, ss:

    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 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 16th day of OctoberJune, 2003.

     

     

    ((NOTARIAL SEAL)

    /s/ Lloyd L. Drury, III
    Lloyd L. Drury, III, Notary Public
    Parish of Orleans, State of Louisiana
    My Commission Expires at Death