Exhibit 4(d)
ENTERGY NEW ORLEANS, INC.
TO
HARRIS TRUST COMPANY OF NEW YORK
(successor to Bank of Montreal Trust Company)
And
THE BANK OF NEW YORK
(herein becoming successor to Harris Trust Company of New York)
And
MARK F. McLAUGHLIN
(successor to Z. George Klodnicki)
And
STEPHEN J. GIURLANDO
(herein becoming successor to Mark F. McLaughlin)
As Trustees under the Mortgage and Deed of Trust,
dated as of May 1, 1987 of Entergy New Orleans, Inc.
EIGHTH SUPPLEMENTAL INDENTURE
Providing among other things for
General and Refunding Mortgage Bonds designated as
First Mortgage Bonds,
8.125% Series due July 15, 2005
(Eleventh Series)
Dated as of July 1, 2000
EIGHTH SUPPLEMENTAL INDENTURE
EIGHTH SUPPLEMENTAL INDENTURE, dated as of July 1, 2000,
between ENTERGY NEW ORLEANS, INC., a corporation of the State of
Louisiana, whose post office address is 1600 Perdido Building, New
Orleans, Louisiana 70112 (the "Company") and HARRIS TRUST COMPANY
OF NEW YORK (successor to BANK OF MONTREAL TRUST COMPANY), a
corporation of the State of New York, whose principal office is
located at 88 Pine Street, New York, New York 10005, (hereinafter
sometimes called the "Corporate Trustee") which is hereby
resigning as Corporate Trustee effective at the close of business
on July 215, 2000, and THE BANK OF NEW YORK, a New York banking
corporation, whose principal office is located at 101 Barclay
Street, Floor 21 West, New York, New York 10286 (successor
Corporate Trustee hereby to Harris Trust Company of New York), and
MARK F. McLAUGHLIN (successor to Z. George Klodnicki), whose post
office address is 44 Norwood Avenue, Allenhurst, New Jersey 07711,
(hereinafter sometimes called the "Co-Trustee"), who is hereby
resigning as Co-Trustee effective at the close of business on July
15, 2000, and STEPHEN J. GIURLANDO (successor Co-Trustee hereby to
Mark F. McLaughlin), whose address is 63 Euclid Avenue,
Massapequa, New York 11758) (the Corporate Trustee and the Co-
Trustee being hereinafter together sometimes called the
"Trustees"), as resigning and successor Trustees, as the case may
be, under the Mortgage and Deed of Trust, dated as of May 1, 1987,
executed and delivered by the Company (herein called the "Original
Indenture"; the Original Indenture and any and all indentures and
instruments supplemental thereto being herein called the
"Indenture");
WHEREAS, the Original Indenture has been duly recorded
and filed as required in the State of Louisiana simultaneously
with the recording and filing of the First Supplemental Indenture
thereto, dated as of May 1, 1987, between the Company and BANK OF
MONTREAL TRUST COMPANY and Z. GEORGE KLODNICKI (Mark F.
McLaughlin, successor), as trustees (herein called the "First
Supplemental Indenture"); and
WHEREAS, the Original Indenture was recorded in various
Parishes in the State of Louisiana; and
WHEREAS, the Company executed and delivered to the
Trustees (as such term and all other defined terms used herein and
not defined herein having the respective definitions to which
reference is made in Article I below) its Second Supplemental
Indenture, dated as of January 1, 1988, its Third Supplemental
Indenture, dated as of March 1, 1993, its Fourth Supplemental
Indenture, dated as of September 1, 1993, its Fifth Supplemental
Indenture, dated as of April 1, 1995, its Sixth Supplemental
Indenture, dated as of March 1, 1996, and its Seventh Supplemental
Indenture, dated as of July 1, 1998 each as a supplement to the
Original Indenture, which Supplemental Indentures have been duly
recorded in various Parishes in the State of Louisiana, which
Parishes are the same Parishes in which this Eighth Supplemental
Indenture is to be recorded; and
WHEREAS, the Company has heretofore issued, in
accordance with the provisions of the Indenture, the following
series of bonds:
Series Principal Principal
Amount Amount
Issued Outstanding
10.95% Series due May 1, 1997 $75,000,000 None
13.20% Series due February 1, 1991 1,400,000 None
13.60% Series due February 1, 1993 29,400,000 None
13.90% Series due February 1, 1995 9,200,000 None
7% Series due March 1, 2003 25,000,000 25,000,000
8% Series due March 1, 2023 45,000,000 45,000,000
7.55% Series due September 1, 2023 30,000,000 30,000,000
8.67% Series due April 1, 2005 30,000,000 None
8% Series due March 1, 2006 40,000,000 40,000,000
7% Series due July 15, 2008 30,000,000 30,000,000
; and
WHEREAS, Section 19.04 of the Original Indenture
provides, among other things, that any power, privilege or right
expressly or impliedly reserved to or in any way conferred upon
the Company by any provision of the Indenture, whether such power,
privilege or right is in any way restricted or is unrestricted,
may be in whole or in part waived or surrendered or subjected to
any restriction if at the time unrestricted, or to additional
restriction if already restricted, and the Company may enter into
any further covenants, limitations, restrictions or provisions for
the benefit of any one or more series of bonds issued thereunder,
or the Company may establish the terms and provisions of any
series of bonds by an instrument in writing executed and
acknowledged by the Company in such manner as would be necessary
to entitle a conveyance of real estate to be recorded in all of
the states in which any property at the time subject to the Lien
of the Indenture shall be situated; and
WHEREAS, the Company desires to create a new series of
bonds under the Indenture and to add to its covenants and
agreements contained in the Indenture certain other covenants and
agreements to be observed by it; and
WHEREAS, all things necessary to make this Eighth
Supplemental Indenture a valid, binding and legal instrument have
been performed, and the issue of said series of bonds, subject to
the terms of the Indenture, has been in all respects duly
authorized;
NOW, THEREFORE, THIS EIGHTH SUPPLEMENTAL INDENTURE
WITNESSETH: That Harris Trust Company of New York, resigning
Corporate Trustee, hereby represents that pursuant to an Agreement
and Plan of Merger dated as of March 18, 1999, Harris Trust
Company of New York merged into Bank of Montreal Trust Company,
the Corporate Trustee under the Indenture, and effective July 1,
1999, the combined entity changed its name to Harris Trust Company
of New York. By virtue of Section 9.03of the Original Indenture,
Harris Trust Company of New York became successor Corporate
Trustee under the Indenture, without the execution or filing of
any paper or the performance of any further act on the part of any
other parties to the Indenture;
That Harris Trust Company of New York, resigning
Corporate Trustee and Mark F. McLaughlin, resigning Co-Trustee are
parties to this Eighth Supplemental Indenture solely for the
purpose of resigning from their positions as Trustees under the
Indenture, as supplemented, and for the purpose of making the
representations contained in the immediately preceding paragraph,
and that they have no responsibility for the Eleventh Series of
bonds being issued hereunder;
That the undersigned Harris Trust Company of New York is
hereby giving written notice to the Company that it is resigning
as Corporate Trustee under the Indenture, such resignation to take
effect at the close of business on July 15, 2000, unless
previously a successor Corporate Trustee shall have been appointed
as provided in the Indenture, as heretofore supplemented, in which
event such resignation shall take effect immediately on the
appointment of such successor Corporate Trustee;
That, pursuant to Section 9.03 of the Original
Indenture, as heretofore supplemented, and by order of its Board
of Directors, the Company hereby appoints The Bank of New York as
successor Corporate Trustee under the Indenture, as heretofore
supplemented, subject to the conditions of Article XVI of the
Original Indenture expressed, effective at the close of business
on July 15, 2000;
That the undersigned The Bank of New York, a New York
banking corporation having its principal corporate trust office in
the Borough of Manhattan, The City of New York, hereby accepts its
said appointment by the Company, as successor Corporate Trustee
under the Indenture, as heretofore supplemented;
That the undersigned Harris Trust Company of New York
hereby acknowledges receipt of an executed counterpart of this
instrument;
That the undersigned Mark F. McLaughlin is hereby giving
written notice to the Company that he is resigning as Co-Trustee
under the Indenture, such resignation to take effect at the close
of business on July 15, 2000, unless previously a successor Co-
Trustee shall have been appointed as provided in the Indenture, as
heretofore supplemented, in which event such resignation shall
take effect immediately on the appointment of such successor Co-
Trustee;
That, pursuant to Section 9.03 of the Original
Indenture, as heretofore supplemented, the undersigned The Bank of
New York, as successor Corporate Trustee hereby appoints Stephen
J. Giurlando as successor Co-Trustee under the Indenture, as
heretofore supplemented, subject to the conditions of Article XVII
of the Original Indenture expressed, effective at the close of
business on July 15, 2000, and the Company joins The Bank of New
York in such appointment;
That the undersigned Stephen J. Giurlando, a citizen of
the United States of America, hereby accepts his said appointment
by The Bank of New York as successor Co-Trustee under the
Indenture, as heretofore supplemented;
That the undersigned Mark F. McLaughlin hereby
acknowledges receipt of an executed counterpart of this
instrument;
That the undersigned resigning Trustees will proceed
with the giving of the notice of resignation as provided in
Section 16.14 of the Original Indenture in substantially the form
provided in Exhibit A hereto annexed;
That the Company will proceed with the giving of the
notice of appointment as provided in Section 16.15 of the Original
Indenture in substantially the form provided in Exhibit A hereto
annexed; and
That the Company in consideration of the premises and of
Ten Dollars ($10) to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is
hereby acknowledged, and in order to secure the payment of both
the principal of and interest and premium, if any, on the bonds
from time to time issued under the Indenture, according to their
tenor and effect and the performance of all provisions of the
Indenture (including any modification made as in the Indenture
provided) and of said bonds, hath granted, bargained, sold,
released, conveyed, assigned, transferred, mortgaged,
hypothecated, affected, pledged, set over and confirmed and
granted a security interest in, and by these presents doth grant,
bargain, sell, release, convey, assign, transfer, mortgage,
hypothecate, affect, pledge, set over and confirm and grant a
security interest in (subject, however, to Excepted Encumbrances
as defined in Section 1.06 of the Original Indenture), unto MARK
F. McLAUGHLIN who is hereby resigning as Co-Trustee effective at
the close of business on July 15, 2000, and (to the extent of its
legal capacity to hold the same for the purposes hereof) to HARRIS
TRUST COMPANY OF NEW YORK, which is hereby resigning as Corporate
Trustee effective at the close of business on July 15, 2000, and
effective at the close of business on July 15, 2000, unto STEPHEN
J. GIURLANDO and (to the extent of its legal capacity to hold the
same for the purpose hereof) to THE BANK OF NEW YORK, as Trustees
under the Indenture, and to their successor or successors in said
trust, and to said Trustees and their successors and assigns
forever (1) all rights, legal and equitable, of the Company
(whether in accordance with Paragraph 32 of that certain
Resolution No. R-86-112, adopted by the Council of the City of New
Orleans on March 20, 1986 and accepted by the Company on March 25,
1986, as superseded by Resolution No. R-91-157, effective October
4, 1991, as superseded by Resolution No. R-97-985, effective
November 25, 1997, and as further superseded by Resolution No. R-
00-271 and Resolution No. R-00-272, each adopted on April 19, 2000
or pursuant to other regulatory authorization or by operation of
law or otherwise), in the event of the purchase and acquisition by
the City of New Orleans (or any other governmental authority or
instrumentality or designee thereof) of properties and assets of
the Company, to recover and receive payment and compensation from
the City (or from such other governmental authority or
instrumentality or designee thereof or any other person) of an
amount equal to the aggregate uncollected balance of (A) the
deferrals of Grand Gulf 1 Costs (as defined in the Original
Indenture) and the deferred carrying charges accrued thereon that
have accumulated prior to the City or such other entity providing
official notice to the Company of the City's or such other
entity's intent to effect such purchase and acquisition and (B) if
and to the extent that the City or such other entity and the
Company agree that the City or such other entity is liable for all
or a portion of the aggregate uncollected balance of such
deferrals accumulating thereafter or a court of final resort so
holds, such deferrals that have accumulated subsequent to such
notice (said rights of the Company, together with the proceeds and
products thereof, being defined in the Original Indenture as the
"Municipalization Interest"); and (2) all properties of the
Company, real, personal and mixed, of the kind or nature described
or mentioned in the Original Indenture; and (3) all properties of
the Company specifically described in Article VI hereof and all
other properties of the Company, real, personal and mixed, of the
kind or nature specifically mentioned in the Original Indenture or
of any other kind or nature acquired by the Company on or after
the date of the execution and delivery of the Original Indenture
(except any herein or in the Original Indenture, as heretofore
supplemented, expressly excepted), now owned or, subject to the
provisions of Section 15.03 of the Original Indenture, hereafter
acquired by the Company (by purchase, consolidation, merger,
donation, construction, erection or in any other way) and
wheresoever situated, including (without in anywise limiting or
impairing by the enumeration of the same, the scope and intent of
the foregoing or of any general description contained herein or in
the Original Indenture, as heretofore supplemented), all real
estate, lands, easements, servitudes, licenses, permits,
franchises, privileges, rights of way and other rights in or
relating to real estate or the occupancy of the same; all power
sites, flowage rights, water rights, water locations, water
appropriations, ditches, flumes, reservoirs, reservoir sites,
canals, raceways, waterways, dams, dam sites, aqueducts, and all
other rights or means for appropriating, conveying, storing and
supplying water; all rights of way and roads; all plants for the
generation of electricity by steam, water and/or other power; all
power houses, gas plants, street lighting systems, standards and
other equipment incidental thereto; all telephone, radio and
television systems, air-conditioning systems, and equipment
incidental thereto, water wheels, water works, water systems,
steam heat and hot water plants, substations, electric, gas and
water lines, service and supply systems, bridges, culverts,
tracks, ice or refrigeration plants and equipment, offices,
buildings and other structures and the equipment thereof; all
machinery, engines, boilers, dynamos, turbines, electric, gas and
other machines, prime movers, regulators, meters, transformers,
generators (including, but not limited to, engine driven
generators and turbogenerator units), motors, electrical, gas and
mechanical appliances, conduits, cables, water, steam heat, gas or
other pipes, gas mains and pipes, service pipes, fittings, valves
and connections, pole and transmission lines, towers, overhead
conductors and devices, underground conduits, underground
conductors and devices, wires, cables, tools, implements,
apparatus, storage battery equipment, and all other fixtures and
presently; all municipal and other franchises, consents or
permits; all lines for the transmission and distribution of
electric current, gas, steam heat or water for any purpose
including towers, poles, wires, cables, pipes, conduits, ducts and
all apparatus for use in connection therewith and (except as
herein or in the Original Indenture, as heretofore supplemented,
expressly excepted) all the rights, title and interest of the
Company in and to all other property of any kind or nature
appertaining to and/or used and/or occupied and/or enjoyed in
connection with any property herein or in the Original Indenture,
as heretofore supplemented, described.
TOGETHER WITH all and singular the tenements,
hereditaments, prescriptions, servitudes and appurtenances
belonging or in anywise appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder and
remainders and (subject to the provisions of Section 11.01 of the
Original Indenture) the tolls, rents, revenues, issues, earnings,
income, product and profits thereof, and all the estate, right,
title and interest and claim whatsoever, at law as well as in
equity, which the Company now has or may hereafter acquire in and
to the aforesaid property, rights and franchises and every part
and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the
provisions of Section 15.03 of the Original Indenture, all the
property, rights and franchises acquired by the Company (by
purchase, consolidation, merger, donation, construction, erection
or in any other way) after the date hereof, except any herein or
in the Original Indenture, as heretofore supplemented, expressly
excepted, shall be and are as fully granted and conveyed hereby
and as fully embraced within the Lien of the Original Indenture
and the Lien hereof as if such property, rights and franchises
were now owned by the Company and were specifically described
herein and granted and conveyed hereby.
PROVIDED that, except as provided herein and in the
Original Indenture with respect to the Municipalization Interest,
the following are not and are not intended to be now or hereafter
granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over
or confirmed hereunder, nor is a security interest therein hereby
or by the Original Indenture, as heretofore supplemented, granted
or intended to be granted, and the same are hereby expressly
excepted from the Lien of the Indenture and the operation of this
Eighth Supplemental Indenture, viz.: (1) cash, shares of stock,
bonds, notes and other obligations and other securities not
heretofore or hereafter specifically pledged, paid, deposited,
delivered or held hereunder or covenanted so to be; (2)
merchandise, equipment, apparatus, materials or supplies held for
the purpose of sale or other disposition in the usual course of
business or for the purpose of repairing or replacing (in whole or
part) any rolling stock, buses, motor coaches, automobiles and
other vehicles or aircraft or boats, ships, or other vessels and
any fuel, oil and similar materials and supplies consumable in the
operation of any of the properties of the Company; rolling stock,
buses, motor coaches, automobiles and other vehicles and all
aircraft; boats, ships and other vessels; all timber, minerals,
mineral rights and royalties; (3) bills, notes and other
instruments and accounts receivable, judgments, demands, general
intangibles and chooses in action, and all contracts, leases and
operating agreements not specifically pledged hereunder or under
the Original Indenture or covenanted so to be; (4) the last day of
the term of any lease or leasehold which may hereafter become
subject to the Lien of the Indenture; (5) electric energy, gas,
water, steam, ice, and other materials or products generated,
manufactured, produced or purchased by the Company for sale,
distribution or use in the ordinary course of its business; (6)
any natural gas wells or natural gas leases or natural gas
transportation lines or other works or property used primarily and
principally in the production of natural gas or its
transportation, primarily for the purpose of sale to natural gas
customers or to a natural gas distribution or pipeline company, up
to the point of connection with any distribution system; and (7)
the Company's franchise to be a corporation; provided, however,
that the property and rights expressly excepted from the Lien and
operation of the Indenture in the above subdivisions (2) and (3)
shall (to the extent permitted by law) cease to be so excepted in
the event and as of the date that either or both of the Trustees
or a receiver or trustee shall enter upon and take possession of
the Mortgaged and Pledged Property in the manner provided in
Article XII of the Original Indenture by reason of the occurrence
of a Default.
TO HAVE AND TO HOLD all such properties, real, personal
and mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over
or confirmed or in which a security interest has been granted by
the Company as aforesaid, or intended so to be (subject, however,
to Excepted Encumbrances as defined in Section 1.06 of the
Original Indenture), unto MARK F. McLAUGHLIN and STEPHEN J.
GIURLANDO and (to the extent of its legal capacity to hold the
same for the purposes hereof) to HARRIS TRUST COMPANY OF NEW YORK
and THE BANK OF NEW YORK, as resigning and successor Trustees,
respectively, and their successors and assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon
the same terms, trusts and conditions and subject to and with the
same provisos and covenants as are set forth in the Original
Indenture, as heretofore supplemented, this Eighth Supplemental
Indenture being supplemental thereto.
AND IT IS HEREBY COVENANTED by the Company that all the
terms, conditions, provisos, covenants and provisions contained in
the Original Indenture, as heretofore supplemented, shall affect
and apply to the property hereinbefore and hereinafter described
and conveyed and to the estate, rights, obligations and duties of
the Company and the Trustees and the beneficiaries of the trust
with respect to said property, and to the Trustees and their
successors as Trustees of said property in the same manner and
with the same effect as if said property had been owned by the
Company at the time of the execution of the Original Indenture and
had been specifically and at length described in and conveyed to
said Trustees by the Original Indenture as a part of the property
therein stated to be conveyed.
The Company further covenants and agrees to and with the
Trustees and their successor or successors in said trust under the
Indenture, as follows:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.01 Terms From the Original Indenture and First through
Seventh Supplemental Indentures. Except as set forth in Section
1.02 below, all defined terms used in this Eighth Supplemental
Indenture and not otherwise defined herein shall have the
respective meanings ascribed to them in the Original Indenture or
the First through the Seventh Supplemental Indentures, as the case
may be.
Section 1.02 Certain Defined Terms. As used in this Eighth
Supplemental Indenture, the following defined terms shall have the
respective meanings specified unless the context clearly requires
otherwise:
The term "Adjusted Treasury Rate" shall mean, with
respect to any redemption date:
(i) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any
successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant
Maturities," for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or
after the remaining term of the Bonds of the Eleventh Series,
yields for the two published maturities most closely corresponding
to the Comparable Treasury Issue shall be determined and the
Adjusted Treasury Rate shall be interpolated or extrapolated from
such yields on a straight basis, rounding to the nearest month);
or
(ii) if such release (or any successor release) is not published
during the week preceding the calculation date for the Adjusted
Treasury Rate or does not contain such yields, the rate per annum
equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue(expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
redemption date.
The Adjusted Treasury Rate shall be calculated on the third
Business Day preceding the redemption date.
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 "Comparable Treasury Issue" shall mean the
United States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining
term of the Bonds of the Eleventh Series that would be utilized at
the time of selection and in accordance with customary financial
practice in pricing new issues of corporate debt securities of
comparable maturities to the remaining term of the Bonds of the
Eleventh Series.
The term "Comparable Treasury Price" shall mean, with
respect to any redemption date, (i) the average of five Reference
Treasury Dealer Quotations for such redemption date after
excluding the highest and lowest such Reference Treasury Dealer
Quotations or (ii) if the Independent Investment Banker obtains
fewer than five such Reference Treasury Dealer Quotations, the
average of all such Reference Treasury Dealer Quotations.
The term "Independent Investment Banker" shall mean
Morgan Stanley & Co. Incorporated or, if such firm is unwilling or
unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing appointed by
the Company.
The term "Original Indenture" shall have the meaning
specified in the first paragraph hereof.
The term "Person" shall mean any individual,
corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision
thereof.
The term "Reference Treasury Dealer" shall mean (i)
Morgan Stanley & Co. Incorporated and its respective successors;
provided, however, that if it shall cease to be a primary United
States Government securities dealer in New York City (a "Primary
Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer and (ii) any other Primary Treasury Dealer
selected by the Independent Investment Banker after consultation
with the Company.
The term "Reference Treasury Dealer Quotations" shall
mean, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment
Banker at 5:00 p.m. on the third Business Day preceding such
redemption date.
The term "Eleventh Series" shall have the meaning
specified in Section 2.01.
Section 1.03 References are to Eighth Supplemental Indenture.
Unless the context otherwise requires, all references herein to
"Articles", "Sections" and other subdivisions refer to the
corresponding Articles, Sections and other subdivisions of this
Eighth Supplemental Indenture, and the words "herein", "hereof",
"hereby", "hereunder" and words of similar import refer to this
Eighth Supplemental Indenture as a whole and not to any particular
Article, Section or other subdivision hereof or to the Original
Indenture or any other supplemental indenture thereto.
Section 1.04 Number and Gender. Unless the context otherwise
requires, defined terms in the singular include the plural, and in
the plural include the singular. The use of a word of any gender
shall include all genders.
ARTICLE II
THE ELEVENTH SERIES
Section 2.01 Bonds of the Eleventh Series. Pursuant to Section
2.01 of the Original Indenture, there shall be a series of bonds
designated 8.125% Series due July 15, 2005 (herein sometimes
referred to as "Eleventh Series"), each of which shall also bear
the descriptive title "First Mortgage Bond". The form of Bonds of
the Eleventh Series shall be substantially in the form of Exhibit
B hereto. Bonds of the Eleventh Series shall mature on July 15,
2005 and shall be issued only as fully registered bonds in
denominations of One Thousand Dollars and, at the option of the
Company, in any multiple or multiples thereof (the exercise of
such option to be evidenced by the execution and delivery
thereof). Bonds of the Eleventh Series shall bear interest at the
rate of eight and one-eighth percent (8.125%) per annum (except as
hereinafter provided), payable semi-annually in arrears on January
15 and July 15 of each year, and at maturity or earlier
redemption, the first interest payment to be made on January 15,
2001 for the period from the date of original issuance of the
Bonds of the Eleventh Series to January 15, 2001; the principal
and interest on each said bond to be payable at the office or
agency of the Company in the Borough of Manhattan, The City of New
York, New York, payable in such coin or currency of the United
States of America as at the time of payment is legal tender for
public and private debts. Interest on the Bonds of the Eleventh
Series may at the option of the Company be paid by check mailed to
the registered owners thereof. Overdue principal and (to the
extent permitted by law) overdue interest in respect of the bonds
of the Eleventh Series shall bear interest (before and after
judgment) at the rate of nine and one-eighth percent (9.125%) per
annum. Interest on the Bonds of the Eleventh Series shall be
computed on the basis of a 360-day year consisting of twelve 30-
day months. Interest on the Bonds of the Eleventh Series in
respect of a portion of a month shall be calculated based on the
actual number of days elapsed.
The Company reserves the right to establish at any time,
by Resolution of the Board of Directors of the Company, a form of
coupon bond, and of appurtenant coupons, for the Eleventh Series
and to provide for exchangeability of such coupon bonds with the
bonds of said Series issued hereunder in fully registered form and
to make all appropriate provisions for such purpose.
Section 2.02 Redemption of Bonds of the Eleventh Series. (a)
Bonds of the Eleventh Series shall be redeemable, at the option of
the Company, in whole at any time, or in part from time to time,
prior to maturity, upon notice mailed to each registered owner at
his last address appearing on the registry books not less than 30
days nor more than 60 days prior to the date fixed for redemption,
at the option of the Company, at a redemption price equal to the
greater of (i) 100% of the principal amount of such Bonds of the
Eleventh Series to be redeemed and (ii) as determined by the
Independent Investment Banker, the sum of the present values of
the remaining scheduled payments of principal of and interest on
such Bonds of the Eleventh Series being redeemed (excluding the
portion of any such interest accrued to such redemption date),
discounted (for purposes of determining such present values) to
the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury
Rate plus .250%, plus, in each case, accrued interest thereon to
such redemption date .
(b) Bonds of the Eleventh Series shall also be
redeemable in whole or in part, at any time prior to maturity,
upon like notice, by the application (either at the option of the
Company or pursuant to the requirements of the Original Indenture)
of cash delivered to or deposited with the Trustee pursuant to the
provisions of Section 9.05 and 11.06 of the Original Indenture, at
the special redemption price of 100% of the principal amount of
the Bonds of the Eleventh Series being redeemed, plus accrued
interest thereon to the redemption date.
(c) Bonds of the Eleventh Series are also redeemable,
at the option of the holders thereof, as provided in Section 3.04
of the First Supplemental Indenture, as heretofore and hereby
amended.
Section 2.03 Transfer and Exchange. At the option of the
registered owner, any Bonds of the Eleventh Series, upon surrender
thereof for cancellation at the office or agency of the Company in
the Borough of Manhattan, The City of New York, New York, shall be
exchangeable for a like aggregate principal amount of bonds of the
same series of other authorized denominations.
Bonds of the Eleventh Series shall be transferable, upon
the surrender thereof for cancellation, together with a written
instrument of transfer in form approved by the registrar duly
executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York.
Upon any such exchange or transfer of Bonds of the
Eleventh Series, the Company may make a charge therefor sufficient
to reimburse it for any tax or taxes or other governmental charge,
as provided in Section 2.05 of the Original Indenture, but the
Company hereby waives any right to make a charge in addition
thereto for any such exchange or transfer of Bonds of the Eleventh
Series.
Section 2.04 Dating of Bonds and Interest Payments. (a) Each
Bond of the Eleventh Series shall be dated as of the date of
authentication and shall bear interest from the last preceding
interest payment date to which interest shall have been paid
(unless the date of such bond is an interest payment date to which
interest is paid, in which case from the date of such bond);
provided that each Bond of the Eleventh Series dated prior to
January 15, 2001 shall bear interest from the date of original
issuance thereof; and provided, further, that if any Bond of the
Eleventh Series shall be authenticated and delivered upon a
transfer of, or in exchange for or in lieu of, any other Bond or
Bonds of the Eleventh Series upon which interest is in default, it
shall be dated so that such bond shall bear interest from the last
preceding date to which interest shall have been paid on the bond
or bonds in respect of which such bond shall have been delivered
or from its date of original issuance, if no interest shall have
been paid on the Bonds of the Eleventh Series.
(b) Notwithstanding the foregoing, Bonds of the
Eleventh Series shall be dated so that the person in whose name
any Bond of the Eleventh Series is registered at the close of
business on the Business Day immediately preceding an interest
payment date shall be entitled to receive the interest payable on
the interest payment date notwithstanding the cancellation of such
bond upon any transfer or exchange thereof subsequent to such
close of business and prior to such interest payment date, except
if, and to the extent that, the Company shall default in the
payment of interest due on such interest payment date, in which
case such defaulted interest shall be paid to the persons in whose
names Outstanding Bonds of the Eleventh Series are registered on
the day immediately preceding the date of payment of such
defaulted interest. Any Bond of the Eleventh Series issued upon
any transfer or exchange subsequent to such close of business and
prior to such interest payment date shall bear interest from such
interest payment date. In the event there shall be more than one
registered owner of Bonds of the Eleventh Series, then the Company
shall not be required to make transfers or exchanges of bonds of
said series for a period of fifteen (15) days next preceding any
interest payment date of said series.
ARTICLE III
OTHER PROVISIONS FOR RETIREMENT OF BONDS
Exchange or Redemption upon Merger or Consolidation.
Section 3.01 Redemption Price upon Merger or Consolidation. The
second sentence of subsection (a) of Section 3.04 of the First
Supplemental Indenture, as amended and restated by the Seventh
Supplemental Indenture is hereby further amended to insert the
following words immediately after the words "the Seventh
Supplemental Indenture":
"shall (as the New LP&L Bonds being exchanged for
Bonds of the Eleventh Series) be subject to
redemption at the option of the Company on terms
similar to those provided in the Eighth
Supplemental Indenture,"
The redemption prices for any Bonds of the Eleventh Series
redeemed pursuant to subsection (b) of Section 3.04 of the First
Supplemental Indenture, as amended and restated by the Seventh
Supplemental Indenture, shall be equal to the principal amount of
the Bonds of the Eleventh Series to be redeemed, together with
accrued interest to the redemption date.
ARTICLE IV
COVENANTS
Section 4.01 Maintenance of Paying Agency. So long as any bonds
of the Eleventh Series are Outstanding, the Company covenants that
the office or agency of the Company in the Borough of Manhattan,
The City of New York, New York, where the principal of or interest
on any bonds of the Eleventh Series shall be payable, shall also
be an office or agency where any such bonds may be transferred or
exchanged and where notices, presentations or demands to or upon
the Company in respect of such bonds or in respect of the
Indenture may be given or made.
Section 4.02 Further Assurances. From time to time whenever
reasonably requested by the Trustee or the holders of a majority
in principal amount of bonds of the Eleventh Series then
Outstanding, the Company will make, execute and deliver or cause
to be made, executed and delivered any and all such further and
other instruments and assurances as may be reasonably necessary or
proper to carry out the intention of or to facilitate the
performance of the terms of the Indenture or to secure the rights
and remedies of the holders of such bonds.
Section 4.03 Limitation on Restricted Payments. (a) So long as
any bonds of the Eleventh Series are Outstanding, the Company
covenants that it will not declare any dividends on its common
stock (other than (1) a dividend payable solely in shares of its
common stock or (2) a dividend payable in cash in cases where,
concurrently with the payment of such dividend, an amount in cash
equal to such dividend is received by the Company as a capital
contribution or as the proceeds of the issue and sale of shares of
its common stock) or make any distribution on outstanding shares
of its common stock or purchase or otherwise acquire for value any
outstanding shares of its common stock (otherwise than in exchange
for or out of the proceeds from the sale of other shares of its
common stock) unless after such dividend, distribution, purchase
or acquisition, the aggregate amount of such dividends,
distributions, purchases and acquisitions paid or made subsequent
to June 30, 2000 (other than any dividend declared by the Company
on or before June 30, 2000) does not exceed (without giving effect
to (1) any such dividends, distributions, purchases or
acquisitions, or (2) any net transfers from earned surplus to
stated capital accounts) the sum of (A) the aggregate amount
credited subsequent to June 30, 2000, to earned surplus, (B)
$150,000,000 and (C) such additional amounts as shall be
authorized or approved, upon application by the Company and, after
notice, by the SEC under the Holding Company Act.
For the purpose of this Section 4.03, the aggregate
amount credited subsequent to June 30, 2000, to earned surplus
shall be determined in accordance with applicable generally
accepted accounting principles and practices (or, if in the
opinion of the Company's independent public accountants (delivered
to the Trustee) there is an absence of any such generally accepted
accounting principles and practices as to the determination in
question, then in accordance with sound accounting practices) and
after making provision for dividends upon any preferred stock of
the Company, accumulated subsequent to such date, and in addition
there shall be deducted from earned surplus all amounts (without
duplication) of losses, write-offs, write-downs or amortization of
property, whether extraordinary or otherwise, recorded in and
applicable to a period or periods subsequent to June 30, 2000.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01 Acceptance of Trusts. The Trustees hereby accept
the trusts herein declared, provided, created or supplemented and
agree to perform the same upon the terms and conditions herein and
in the Original Indenture, as heretofore supplemented, set forth
and upon the following terms and conditions:
The Trustees shall not be responsible in any
manner whatsoever for or in respect of the
validity or sufficiency of this Eighth
Supplemental Indenture or for or in respect of
the recitals contained herein, all of which
recitals are solely made by the Company. In
general, each and every term and condition
contained in Article XVI of the Original
Indenture shall apply to and form part of this
Eighth Supplemental Indenture with the same
force and effect as if the same were herein
set forth in full with such omissions,
variations and insertions, if any, as may be
appropriate to make the same conform to the
provisions of this Eighth Supplemental
Indenture.
Section 5.02 Effect of Eighth Supplemental Indenture under
Louisiana Law. It is the intention and it is hereby agreed that
so far as concerns that portion of the Mortgaged and Pledged
Property situated within the State of Louisiana, the general
language of conveyance contained in this Eighth Supplemental
Indenture is intended and shall be construed as words of
hypothecation and not of conveyance, and that so far as the said
Louisiana property is concerned, this Eighth Supplemental
Indenture shall be considered as an act of mortgage and pledge and
granting of a security interest under the laws of the State of
Louisiana, and the Trustees herein named are named as mortgagee
and pledge and secured parties in trust for the benefit of
themselves and of all present and future holders of bonds issued
under the Indenture and any coupons thereto issued hereunder, and
are irrevocably appointed special agents and representatives of
the holders of such bonds and coupons and vested with full power
in their behalf to effect and enforce the mortgage and pledge and
a security interest hereby constituted for their benefit, or
otherwise to act as herein provided for.
Section 5.03 Record Date. The holders of the Bonds of the
Eleventh Series shall be deemed to have consented and agreed that
the Company may, but shall not be obligated to, fix a record date
for the purpose of determining the holders of the Bonds of the
Eleventh Series entitled to consent, if any such consent is
required, to any amendment or supplement to the Indenture or the
waiver of any provision thereof or any act to be performed
thereunder. If a record date is fixed, those persons who were
holders at such record date (or their duly designated proxies),
and only those persons, shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent
previously given, whether or not such persons continue to be
holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.
Section 5.04 Titles. The titles of the several Articles and
Sections of this Eighth Supplemental Indenture shall not be deemed
to be any part hereof.
Section 5.05 Counterparts. This Eighth Supplemental Indenture
may be executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument.
Section 5.06 Governing Law. The laws of the State of New York
shall govern this Eighth Supplemental Indenture and the Bonds of
the Eleventh Series, except to the extent that the validity or
perfection of the Lien of the Indenture, or remedies thereunder,
are governed by the laws of a jurisdiction other than the State of
New York.
ARTICLE VI
SPECIFIC DESCRIPTION OF PROPERTY
PARAGRAPH ONE
The Electric Generating Plants, Plant Sites and Stations
of the Company, including all electric works, power houses,
buildings, pipelines and structures owned by the Company and all
land of the Company on which the same are situated and all of the
Company's lands, together with the buildings and improvements
thereon, and all rights, ways, servitudes, prescriptions, and
easements, rights-of-way, permits, privileges, licenses, poles,
wires, machinery, implements, switchyards, electric lines,
equipment and appurtenances, forming a part of said plants, sites
or stations, or any of them, or used or enjoyed, or capable of
being used or enjoyed in conjunction with any of said power
plants, sites, stations, lands and property.
PARAGRAPH TWO
The Electric Substations, Switching Stations, Microwave
installations and UHF-VHF installations of the Company, and the
Sites therefor, including all buildings, structures, towers,
poles, all equipment, appliances and devices for transforming,
converting, switching, transmitting and distributing electric
energy, and for communications, and the lands of the Company on
which the same are situated, and all of the Company's lands,
rights, ways, servitudes, prescriptions, easements, rights-of-way,
machinery, equipment, appliances, devices, licenses and
appurtenances forming a part of said substations, switching
stations, microwave installations or UHF-VHF installations, or any
of them, or used or enjoyed or capable of being used or enjoyed in
conjunction with any of them.
PARAGRAPH THREE
All and singular the Miscellaneous Lands and Real Estate
or Rights and Interests therein of the Company, and buildings and
improvements thereon, now owned, or, subject to the provisions of
Section 15.03 of the Original Indenture, hereafter acquired during
the existence of this trust.
PARAGRAPH FOUR
The Electric Transmission Lines of the Company,
including the structures, towers, poles, wires, cables, switch
racks, conductors, transformers, insulators, pipes, conduits,
electric submarine cables, and all appliances, devices and
equipment used or useful in connection with said transmission
lines and systems, and all other property, real, personal or
mixed, forming a part thereof or appertaining thereto, together
with all rights-of-way, easements, prescriptions, servitudes,
permits, privileges, licenses, consents, immunities and rights for
or relating to the construction, maintenance or operation thereof,
through, over, across, under or upon any public streets or
highways or other lands, public or private.
PARAGRAPH FIVE
The Electric Distribution Lines and Systems of the
Company, including the structures, towers, poles, wires,
insulators and appurtenances, appliances, conductors, conduits,
cables, transformers, meters, regulator stations and regulators,
accessories, devices and equipment and all of the Company's other
property, real, personal or mixed, forming a part of or used,
occupied or enjoyed in connection with or in anywise appertaining
to said distribution lines and systems, together with all of the
Company's rights-of-way, easements, permits, prescriptions,
privileges, municipal or other franchises, licenses, consents,
immunities and rights for or relating to the construction,
maintenance or operation thereof, through, over, across, under, or
upon any public streets or highways or other lands or property,
public or private.
PARAGRAPH SIX
The Gas Distributing Systems of the Company, whether now
owned or, subject to the provisions of Section 15.03 of the
Original Indenture, hereafter acquired, including gas regulator
stations, gas main crossings, odorizing equipment, gas metering
stations, shops, service buildings, office buildings, expansion
tanks, conduits, gas mains and pipes, mechanical storage sheds,
boilers, service pipes, fittings, city gates, pipelines, booster
stations, reducer stations, valves, valve platforms, connections,
meters and all appurtenances, appliances, devices and equipment
and all the Company's other property, real, personal or mixed
forming a part of or used, occupied or enjoyed in connection with
or in anywise appertaining to said distributing systems, or any of
them, together with all of the Company's rights-of-way,
easements, prescriptions, servitudes, privileges, immunities,
permits and franchises, licenses, consents and rights for or
relating to the construction, maintenance or operation thereof,
in, on, through, across or under any public streets or highways or
other lands or property, public or private.
PARAGRAPH SEVEN
All of the franchises, privileges, permits, grants and
consents for the construction, operation and maintenance of
electric and gas systems in, on and under streets, alleys,
highways, roads, public grounds and rights-of-way and all rights
incident thereto which were granted by the governing and
regulatory bodies of the City of New Orleans, State of Louisiana.
Also all other franchises, privileges, permits, grants
and consents owned or hereafter acquired by the Company for the
construction, operation and maintenance of electric and gas
systems in, on or under the streets, alleys, highways, roads, and
public grounds, areas and rights-of-way and/or for the supply and
sale of electricity or natural gas and all rights incident
thereto, subject, however, to the provisions of Section 15.03 of
the Original Indenture.
IN WITNESS WHEREOF, ENTERGY NEW ORLEANS, INC. has caused
its corporate name to be hereunto affixed, and this instrument to
be signed and sealed by its President or one of its Vice
Presidents, and its corporate seal to be attested by its Secretary
or one of its Assistant Secretaries for and on its behalf, and
HARRIS TRUST COMPANY OF NEW YORK, in acknowledgement of its
resignation as Corporate Trustee, has caused its corporate name to
be hereto affixed, and this instrument to be signed by one of its
Authorized Signers and to be attested by one of its Authorized
Signers and THE BANK OF NEW YORK, in token of its acceptance of
the trust hereby created has caused its corporate name to be
hereunto affixed, and this instrument to be signed and sealed by
one of its Vice Presidents or Assistant Vice Presidents and its
corporate seal to be attested by one of its Assistant Vice
Presidents or Assistant Secretaries, and MARK F. McLAUGHLIN in
acknowledgment of his resignation as Co-Trustee and STEPHEN J.
GIURLANDO, in token of his acceptance of the trust hereby created,
have hereunto set their hands a, all as of the day and year first
above written.
ENTERGY NEW ORLEANS, INC.
By:
Nathan E. Langston
Vice President
Attest:
Christopher T. Screen
Assistant Secretary
Executed, sealed and delivered by
ENTERGY NEW ORLEANS, INC.
in the presence of:
HARRIS TRUST COMPANY OF NEW YORK
As Resigning Corporate Trustee
By:
Douglas J. MacInnes
Attest:
Assistant Secretary
MARK F. McLAUGHLIN,
As Resigning Co-Trustee
Executed, sealed and delivered by
HARRIS TRUST COMPANY OF NEW YORK
and MARK F. McLAUGHLIN
in the presence of:
THE BANK OF NEW YORK
As Successor Corporate Trustee
By:
Robert Massimillo
Assistant Vice President
Attest:
Assistant Secretary
STEPHEN J. GIURLANDO,
As Successor Co-Trustee
Executed, sealed and delivered by
THE BANK OF NEW YORK and
STEPHEN J. GIURLANDO
in the presence of:
STATE OF LOUISIANA )
) SS.:
PARISH OF ORLEANS )
On this _____ day of July, 2000, before me appeared
Nathan E. Langston, to me personally known, who, being duly sworn,
did say that he is Vice President of ENTERGY NEW ORLEANS, INC.,
and that the seal affixed to said instrument is the corporate seal
of said corporation and that the foregoing instrument was signed
and sealed in behalf of said corporation by authority of its Board
of Directors, and said Nathan E. Langston acknowledged said
instrument to be the free act and deed of said corporation.
On the ______ day of July, 2000, before me personally
came Nathan E. Langston, to me known, who, being by me duly sworn,
did depose and say that he resides at 125 Ayshire, Slidell,
Louisiana 70461; that he is a Vice President of ENTERGY NEW
ORLEANS, INC., one of the parties 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.
Sylvia R. Bonin
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this ____ day of July, 2000, before me appeared
Douglas J. MacInnes, to me personally known, who, being duly
sworn, did say that he is an Authorized Signer of HARRIS TRUST
COMPANY OF NEW YORK, and that the seal affixed to the foregoing
instrument is the corporate seal of said corporation and that said
instrument was signed and sealed in behalf of said corporation by
authority of its Board of Directors, and said Douglas J. MacInnes
acknowledged said instrument to be the free act and deed of said
corporation.
On the ____ day of July, 2000, before me personally came
Douglas J. MacInnes, to me known, who, being by me duly sworn, did
depose and say that he resides at 20 Yorkshire Road, Hamilton, New
Jersey 08610; that he is an Authorized Signer of HARRIS TRUST
COMPANY OF NEW YORK, one of the parties 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.
Notary Public, State of New York
No. __________________
Qualified in ________ County
Commission Expires ______________
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this ___ day of July, 2000, before me personally
appeared MARK F. McLAUGHLIN, to me known to be the person
described in and who executed the foregoing instrument, and
acknowledged that he executed the same as his free act and deed.
On the ___ day of July, 2000, before me personally came
MARK F. McLAUGHLIN, to me known to be the person described in and
who executed the foregoing instrument, and acknowledged that he
executed the same.
Notary Public, State of New York
No. __________________
Qualified in ________ County
Commission Expires ______________
STATE OF NEW YORK
} ss.:
COUNTY OF NEW YORK
On this _____ day of July, 2000, before me appeared ROBERT
MASSIMILLO to me personally known, who, being by me duly sworn,
did say that he is an Assistant Vice President of THE BANK OF NEW
YORK, and that the seal affixed to the above instrument is the
corporate seal of said corporation and that said instrument was
signed and sealed in behalf of said corporation by authority of
its Board of Directors, and said Robert Massimillo acknowledged
said instrument to be the free act and deed of said corporation.
On the _____ day of July 2000, before me personally came
ROBERT MASSIMILLO, to me known, who, being by me duly sworn, did
depose and say that he resides at 87 Brandis Avenue, Staten
Island, New York 10312; that he is an Assistant Vice President of
THE BANK OF NEW YORK, 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.
Notary Public, State of New York
No. __________________
Qualified in ________ County
Commission Expires ______________
STATE OF NEW YORK
} ss.:
COUNTY OF NEW YORK
On this _____ day of July, 2000, before me appeared STEPHEN
J. GIURLANDO, to me known to be the person described in and who
executed the foregoing instrument, and acknowledged that he
executed the same as his free act and deed.
On the _____ day of July, 2000, before me personally came
STEPHEN J. GIURLANDO, to me known to be the person described in
and who executed the foregoing instrument, and acknowledged that
he executed the same.
Notary Public, State of New York
No. _____________
Qualified in _______________ County
EXHIBIT A
ENTERGY NEW ORLEANS, INC.
Mortgage and Deed of Trust dated as of May 1, 1987,
as supplemented
NOTICE OF RESIGNATION OF CORPORATE TRUSTEE AND CO-TRUSTEE
NOTICE IS HEREBY GIVEN, pursuant to Section 16.14 of the
above-mentioned Indenture, of the resignation of Harris
Trust Company of New York as Corporate Trustee and Mark F.
McLaughlin as Co-Trustee under the Indenture, such
resignation to take effect at the close of business on July
15, 2000.
HARRIS TRUST COMPANY OF NEW YORK
as Corporate Trustee
July 15, 2000
NOTICE OF APPOINTMENT OF SUCCESSOR CORPORATE TRUSTEE
AND SUCCESSOR CO-TRUSTEE
NOTICE IS HEREBY GIVEN pursuant to Section 16.15 of the
above-mentioned Indenture, that by authority of the Board of
Directors of Entergy New Orleans, Inc., The Bank of New York
has been appointed successor Corporate Trustee under the
Indenture and has accepted such appointment, effective at
the close of business on July 15, 2000, and that pursuant to
Section 16.15 of the Indenture, Stephen J. Giurlando has
been appointed by The Bank of New York, successor Co-Trustee
under the Indenture and has accepted such appointment,
effective at the close of business on July 15, 2000.
ENTERGY NEW ORLEANS, INC.
AND THE BANK OF NEW YORK,
As Corporate Trustee
July 15, 2000
EXHIBIT B
[FORM OF BOND OF THE ELEVENTH SERIES]
[(See legend at the end of this bond for
restrictions on transferability and change of form)]
FIRST MORTGAGE BOND
8.125% Series due July 15, 2005
CUSIP No. _________
No. R- __ $_________
ENTERGY NEW ORLEANS, INC. , a corporation duly
organized and existing under the laws of the State of Louisiana
(the "Company"), for value received, hereby promises to pay to
____________, or registered assigns, at the office or agency of
the Company in The City of New York, New York, the principal sum
of $____________ on July 15, 2005 in such coin or currency of the
United States of America as at the time of payment is legal
tender for public and private debts, and to pay in like manner to
the registered owner hereof interest thereon from the date of
original issuance hereof , if the date of this bond is prior to
January 15, 2001,, or, if the date of this bond is on or after
January 15, 2001, from the July 15 or January 15 next 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 rate of
eight and one-eighth percent (8.125%) per annum in like coin or
currency on January 15 and July 15 in each year and at maturity
or earlier redemption until the principal of this bond shall have
become due and been duly paid or provided for, and to pay
interest (before and after judgment) on any overdue principal,
premium, if any, and (to the extent permitted by law) on any
overdue interest at the rate of nine and one-eighth percent
(9.125%) per annum. Interest on this bond shall be computed on
the basis of a 360-day year consisting of twelve 30-day months.
Interest on this bond in respect of a portion of a month shall be
calculated based on the actual number of days elapsed.
The interest so payable on any interest payment date
will, subject to certain exceptions provided in the Mortgage
hereinafter referred to, be paid to the person in whose name this
bond is registered at the close of business on the Business Day
immediately preceding such interest payment date. At the option
of the Company, interest may be paid by check mailed on or prior
to such interest payment date to the address of the person
entitled thereto as such address shall appear on the register of
the Company.
This bond shall not become obligatory until The Bank of
New York, the Trustee under the Mortgage, or its successor
thereunder, shall have signed the form of authentication
certificate endorsed hereon.
This bond is one of a series of bonds of the Company
issuable in series and is one of a duly authorized series known
as its General and Refunding Mortgage Bonds, and designated as
First Mortgage Bonds 8.125% Series due July 15, 2005 (herein
called bonds of the Eleventh Series), all bonds of all series
issued under and equally secured by a Mortgage and Deed of Trust
(herein, together with any indenture supplemental thereto, called
the Mortgage), dated as of May 1, 1987, duly executed by the
Company to Bank of Montreal Trust Company (The Bank of New York,
successor) and Z. George Klodnicki (Stephen J. Giurlando,
successor), as Trustees. Reference is made to the Mortgage for a
description of the mortgaged and pledged property, assets and
rights, the nature and extent of the lien and security, the
respective rights, limitations of rights, covenants, obligations,
duties and immunities thereunder of the Company, the holders of
bonds and the Trustees and the terms and conditions upon which
the bonds are, and are to be, secured, the circumstances under
which additional bonds may be issued and the definition of
certain terms herein used, to all of which, by its acceptance of
this bond, the holder of this bond agrees.
The principal hereof may be declared or may become due
prior to the maturity date hereinbefore named on the conditions,
in the manner and at the time set forth in the Mortgage, upon the
occurrence of a Default as in the Mortgage provided. The
Mortgage provides that in certain circumstances and upon certain
conditions, such a declaration and its consequences or certain
past defaults and the consequences thereof may be waived by such
affirmative vote of holders of bonds as is specified in the
Mortgage.
The Mortgage contains provisions permitting the Company
and the Trustee to execute supplemental indentures amending the
Mortgage for certain specified purposes without the consent of
holders of bonds. With the consent of the Company and to the
extent permitted by and as provided in the Mortgage, the rights
and obligations of the Company and/or the rights of the holders
of the bonds of the Eleventh Series and/or the terms and
provisions of the Mortgage may be modified or altered by such
affirmative vote or votes of the holders of bonds then
Outstanding as are specified in the Mortgage.
Any consent or waiver by the holder of this bond
(unless effectively revoked as provided in the Mortgage) shall be
conclusive and binding upon such holder and upon all future
holders of this bond and of any bonds issued in exchange or
substitution herefor, irrespective of whether or not any notation
of such consent or waiver is made upon this bond or such other
bond.
No reference herein to the Mortgage and no provision of
this bond or of the Mortgage shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this bond in
the manner, at the respective times, at the rate and in the
currency herein prescribed.
The bonds are issuable as registered bonds without
coupons in the denominations of $1,000 and integral multiples
thereof. At the office or agency to be maintained by the Company
in The City of New York, New York, and in the manner and subject
to the provisions of the Mortgage, bonds may be exchanged for a
like aggregate principal amount of bonds of other authorized
denominations, without payment of any charge other than a sum
sufficient to reimburse the Company for any tax or other
governmental charge incident thereto. This bond is transferable
as prescribed in the Mortgage by the registered owner hereof in
person, or by his duly authorized attorney, at the office or
agency of the Company in The City of New York, New York, upon
surrender of this bond, and upon payment, if the Company shall
require it, of the transfer charges provided for in the Mortgage,
and, thereupon, a new fully registered bond of the same series
for a like principal amount will be issued to the transferee in
exchange hereof as provided in the Mortgage. The Company and the
Trustees may deem and treat the person in whose name this bond is
registered as the absolute owner hereof for the purpose of
receiving payment and for all other purposes and neither the
Company nor the Trustees shall be affected by any notice to the
contrary.
This bond is redeemable at the option of the Company
under certain circumstances in the manner and at such redemption
prices as are provided in the Mortgage. This bond is also
redeemable at the option of the owner upon the events, in the
manner and at such redemption price as is specified in the
Mortgage.
No recourse shall be had for the payment of the
principal of or interest on this bond against any incorporator or
any past, present or future subscriber to the capital stock,
stockholder, officer or director of the Company or of any
predecessor or successor corporation, as such, either directly or
through the Company or any predecessor or successor corporation,
under any rule of law, statute or constitution or by the
enforcement of any assessment or otherwise, all such liability of
incorporators, subscribers, stockholders, officers and directors
being released by the holder or owner hereof by the acceptance of
this bond and being likewise waived and released by the terms of
the Mortgage.
As provided in the Mortgage, this bond shall be
governed by and construed in accordance with the laws of the
State of New York.
IN WITNESS WHEREOF, Entergy New Orleans, Inc. has
caused this bond to be signed in its corporate name by its
Chairman of the Board, Chief Executive Officer, President or one
of its Vice Presidents by his or her signature or a facsimile
thereof, and its corporate seal to be impressed or imprinted
hereon and attested by its Secretary or one of its Assistant
Secretaries by his or her signature or a facsimile thereof.
Dated:
ENTERGY NEW ORLEANS, INC.
By:
Title:
Attest:
Name:
Title:
[FORM OF TRUSTEE'S
AUTHENTICATION CERTIFICATE]
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the series herein
designated, described or provided for in the within-mentioned
mortgage.
THE BANK OF NEW YORK,
as Trustee,
By:
Authorized Signature
LEGEND
[Unless and until this bond is exchanged in whole or in
part for certificated bonds registered in the names of the
various beneficial holders hereof as then certified to the
Trustee by The Depository Trust Company or its successor (the
"Depositary"), this bond may not be transferred except as a whole
by the Depositary to a nominee of the Depositary or by a nominee
of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.
Unless this certificate is presented by an authorized
representative of the Depositary to the Company or its agent for
registration of transfer, exchange or payment, and any
certificate to be issued is registered in the name of Cede & Co.,
or such other name as requested by an authorized representative
of the Depositary and any amount payable thereunder is made
payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
This bond may be exchanged for certificated bonds
registered in the names of the various beneficial owners hereof
if (a) the Depositary is at any time unwilling or unable to
continue as depositary and a successor depositary is not
appointed by the Company within 90 days, or (b) the Company
elects to issue certificated bonds to beneficial owners (as
certified to the Company by the Depositary).]