Exhibit 4(b)
ENTERGY NEW ORLEANS, INC.
to
THE BANK OF NEW YORK
(successor to Harris Trust Company of New York and Bank of
Montreal Trust Company)
And
STEPHEN J. GIURLANDO
(successor to Mark F. McLaughlin and Z. George Klodnicki)
As Trustees under the Mortgage and Deed of Trust,
dated as of May 1, 1987 of Entergy New Orleans, Inc.
TENTH SUPPLEMENTAL INDENTURE
Providing among other things for
First Mortgage Bonds,
6.75% Series due October 15, 2017
(Thirteenth Series)
Dated as of October 1, 2002
TENTH SUPPLEMENTAL INDENTURE, dated as of October 1,
2002, between ENTERGY NEW ORLEANS, INC., a corporation of the
State of Louisiana, whose post office address is 1600 Perdido
Street, Building 505, New Orleans, Louisiana 70112 (the "Company")
and THE BANK OF NEW YORK (successor to Harris Trust Company of New
York and Bank of Montreal Trust Company), a New York banking
corporation, whose principal corporate trust office is located at
101 Barclay Street, Floor 21 West, New York, New York 10286 and
STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin and Z.
George Klodnicki), whose address is 63 Euclid Avenue, Massapequa,
New York 11758, as trustees 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 (The Bank of New York, successor) and Z.
GEORGE KLODNICKI (Stephen J. Giurlando, 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 (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, its Seventh Supplemental
Indenture, dated as of July 1, 1998, its Eighth Supplemental
Indenture, dated as of July 1, 2000 (the "Eight Supplemental
Indenture"), and its Ninth Supplemental Indenture, dated as of
February 1, 2001 (the "Ninth Supplemental Indenture"), 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 Tenth Supplemental Indenture is to be recorded; and
WHEREAS, 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, Trustee under the
Indenture, and effective July 1, 1999, the combined entity changed
its name to Harris Trust Company of New York, and, by virtue of
Section 9.03 of the Original Indenture, Harris Trust Company of
New York became successor Trustee under the Indenture, without
execution of any paper or the performance of any further act on
the part of any other parties to the Indenture; and
WHEREAS, effective July 15, 2000, Harris Trust Company
of New York and Mark F. McLaughlin resigned as Trustee and Co-
Trustee, respectively, under the Indenture, and by the Eighth
Supplemental Indenture, the Company appointed The Bank of New York
and Stephen J. Giurlando as successor Trustee and successor Co-
Trustee, respectively, effective July 15, 2000, and The Bank of
New York and Stephen J. Giurlando accepted said respective
appointments; 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
8.125% Series due July 15, 2005 30,000,000 30,000,000
6.65% Series due March 1, 2004 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 Tenth
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 TENTH SUPPLEMENTAL INDENTURE
WITNESSETH: That ENTERGY NEW ORLEANS, INC., 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
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, 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
Tenth 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 STEPHEN J. GIURLANDO and (to the extent
of its legal capacity to hold the same for the purposes hereof) to
THE BANK OF NEW YORK, 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 Tenth 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
Ninth Supplemental Indentures. Except as set forth in Section
1.02 below, all defined terms used in this Tenth Supplemental
Indenture and not otherwise defined herein shall have the
respective meanings ascribed to them in the Original Indenture or
the First through the Ninth Supplemental Indentures, as the case
may be.
Section 1.02 Certain Defined Terms. As used in this Tenth
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 "Thirteenth Series" shall have the meaning
specified in Section 2.01.
Section 1.03 References are to Tenth 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
Tenth Supplemental Indenture, and the words "herein", "hereof",
"hereby", "hereunder" and words of similar import refer to this
Tenth 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 THIRTEENTH SERIES
Section 2.01 Bonds of the Thirteenth Series. Pursuant to
Section 2.01 of the Original Indenture, there shall be a series of
bonds designated 6.75% Series due October 15, 2017 (herein
sometimes referred to as "Thirteenth Series"), each of which shall
also bear the descriptive title "First Mortgage Bond". The form
of Bonds of the Thirteenth Series shall be substantially in the
form of Exhibit A hereto. Bonds of the Thirteenth Series shall
mature on October 15, 2017 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 Thirteenth Series shall bear
interest at the rate of six and seventy-five one hundredths
percent (6.75%) per annum (except as hereinafter provided),
payable monthly on the 15th day of each month and at maturity or
earlier redemption, the first interest payment to be made on
November 15, 2002 for the period from the date of original
issuance of the Bonds of the Thirteenth Series to November 15,
2002; 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 Thirteenth 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 Thirteenth Series shall bear interest
(before and after judgment) at the rate of seven and seventy-five
one hundredths percent (7.75%) per annum. Interest on the Bonds
of the Thirteenth Series shall be computed on the basis of a 360-
day year consisting of twelve 30-day months. Interest on the
Bonds of the Thirteenth Series in respect of a portion of a month
shall be calculated based on the actual number of days elapsed.
In any case where any interest payment date, redemption date or
maturity of any bond of the Thirtheenth Series shall not be a
Business Day, then payment of interest or principal need not be
made on such date, but may be made on the next succeeding Business
Day, with the same force and effect, and in the same amount, as if
made on the corresponding interest payment date or redemption
date, or at maturity, as the case may be, and, if such payment is
made or duly provided for on such Business Day, no interest shall
accrue on the amounts so payable for the period from and after
such interest payment date, redemption date or maturity, as the
case may be, to such Business Day.
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 Thirteenth 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 Thirteenth Series. (a)
Bonds of the Thirteenth Series shall be redeemable, at the option
of the Company, in whole or in part from time to time, on any
interest payment date on or after October 15, 2005, upon notice
mailed to each registered owner at his last address appearing on
the registry books not less than 15 days nor more than 30 days
prior to the date fixed for redemption, at a redemption price
equal to 100% of the principal amount of such Bonds of the
Thirteenth Series to be redeemed plus accrued and unpaid interest
thereon to the redemption date; provided, however, that in the
event that the taking, sale, transfer or other conveyance
described in Section 2.02(d) hereof shall have occurred, during
the period commencing on the occurrence of such event and ending
on the day following the date that the Bonds of the Thirteenth
Series are redeemable pursuant to Section 2.02(d) hereof, the
redemption price for the redemption of Bonds of the Thirteenth
Series pursuant to this Section 2.02(a) shall be 101% of the
principal amount of the Bonds of the Thirteenth Series being
redeemed plus accrued and unpaid interest thereon to the
redemption date.
(b) Bonds of the Thirteenth Series shall also be
redeemable, at the option of the Company, in whole or in part, at
any 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, by the application (either at the option of the
Company or pursuant to the requirements of the Original Indenture)
of proceeds of insurance or 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 Thirteenth Series
being redeemed, plus accrued and unpaid interest thereon to the
redemption date; provided, however, that in the event that the
taking, sale, transfer or other conveyance described in Section
2.02 (d) hereof shall have occurred, the special redemption price
for any redemption pursuant to this Section 2.02(b) from cash
delivered to or deposited with the Trustee in respect thereof
shall be 101% of the principal amount of the Bonds of the
Thirteenth Series being redeemed plus accrued and unpaid interest
thereon to the redemption date.
(c) Bonds of the Thirteenth Series shall also be
redeemable, at the option of the holders thereof, as provided in
Section 3.04 of the First Supplemental Indenture, as heretofore
and hereby amended.
(d) Bonds of the Thirteenth Series shall also be
redeemable as follows:
Should all or substantially all of the Mortgaged and
Pledged Property be taken by the City of New Orleans or any
instrumentality or designee thereof by the exercise of the power
of eminent domain or taken by the exercise by the City of New
Orleans or any instrumentality or designee thereof of the right to
purchase or otherwise acquire the same, or should such Mortgaged
and Pledged Property be voluntarily sold, transferred or otherwise
conveyed to the City of New Orleans or such instrumentality or
designee thereof, then, in any such event, the Company shall, upon
the consummation of such taking, sale, transfer or other
conveyance (in any case whether or not the Lien of the Indenture
is released with respect to such Mortgaged and Pledged Property),
immediately request the Trustee to take, and upon receipt of such
request the Trustee shall take, all requisite action to prepare
(in consultation with the Company) and to mail written notice
thereof to each registered holder of any Outstanding Bond of the
Thirteenth Series, at his last address appearing upon the registry
books, such notice (hereinafter referred to in this Section
2.02(d) as the "Trustee's Special Notice"), to state that it is
given pursuant to this Section 2.02(d) of this Tenth Supplemental
Indenture and that the holder of any Bond or Bonds of the
Thirteenth Series then Outstanding shall have the right to require
the Company to redeem such Bond or Bonds of the Thirteenth Series,
in whole or in part, on the terms and subject to the conditions
hereinafter in this Section 2.02(d) set forth.
Upon the mailing of the Trustee's Special Notice, the
holder of any Bonds of the Thirteenth Series then Outstanding may,
within forty-five (45) days from the date of the Trustee's Special
Notice, give the Trustee written notice of such holder's intent to
have his Bond or Bonds of the Thirteenth Series redeemed by the
Company on the sixtieth (60th) day following the date of the
Trustee's Special Notice, upon delivery and surrender of such Bond
or Bonds of the Thirteenth Series accompanied by such
documentation as the Trustee or the Company may require. Unless
on or prior to the forty-fifth (45th) day following the date of
the Trustee's Special Notice, such holder shall have, by further
written notice to the Trustee, withdrawn or revoked such written
notice of intent to have his Bond or Bonds of the Thirteenth
Series so redeemed, the Company shall, on the sixtieth (60th) day
following the date of the Trustee's Special Notice, redeem any
such Bond or Bonds of the Thirteenth Series that are properly
delivered and surrendered for that purpose at the special
redemption price of 101% of the principal amount thereof plus
accrued and unpaid interest thereon to the redemption date.
Section 2.03 Transfer and Exchange. At the option of the
registered owner, any Bonds of the Thirteenth 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 Thirteenth 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
Thirteenth 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 Thirteenth Series.
Section 2.04 Dating of Bonds and Interest Payments. (a) Each
Bond of the Thirteenth 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 Thirteenth Series dated prior to
November 15, 2002 shall bear interest from the date of original
issuance thereof; and provided, further, that if any Bond of the
Thirteenth 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 Thirteenth 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 Thirteenth
Series.
(b) Notwithstanding the foregoing, Bonds of the
Thirteenth Series shall be dated so that the person in whose name
any Bond of the Thirteenth 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 Thirteenth Series are registered at
the close of business on the Business Day immediately preceding
the date of payment of such defaulted interest. Any Bond of the
Thirteenth 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
Thirteenth 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
Section 3.01 Exchange or Redemption 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, and as subsequently
amended, is hereby further amended to insert the following words
immediately after the words "the Ninth Supplemental Indenture":
", shall (as to the New LP&L Bonds being exchanged
for the Bonds of the Thirteenth Series) be subject
to redemption at the option of the Company on
terms similar to those provided in the Tenth
Supplemental Indenture,"
Section 3.02 Redemption Price upon Merger or Consolidation.
The redemption price for any Bonds of the Thirteenth Series
redeemed pursuant to subsection (b) of Section 3.04 of the First
Supplemental Indenture, as amended and restated by the Seventh
Supplemental Indenture, and as subsequently amended, shall be
equal to the principal amount of the Bonds of the Thirteenth
Series to be redeemed, plus accrued and unpaid interest thereon to
the redemption date.
ARTICLE IV
COVENANTS
Section 4.01 Maintenance of Paying Agency. So long as any bonds
of the Thirteenth 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 Thirteenth 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 Thirteenth 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 Thirteenth 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 September 30, 2002 (other than any dividend declared by the
Company on or before September 30, 2002) 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 September 30, 2002, 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 September 30, 2002, 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 September 30, 2002.
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 Tenth
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
Tenth 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 Tenth Supplemental
Indenture.
Section 5.02 Effect of Tenth 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 Tenth 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 Tenth 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
Thirteenth 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 Thirteenth 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 Tenth Supplemental Indenture shall not be deemed
to be any part hereof.
Section 5.05 Counterparts. This Tenth 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 Tenth Supplemental Indenture and the Bonds of
the Thirteenth 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 THE
BANK OF NEW YORK 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 Vice Presidents, Assistant Vice
Presidents, Assistant Treasurers or Assistant Secretaries for and
on its behalf, and STEPHEN J. GIURLANDO has hereunto set his hand,
all as of the day and year first above written.
ENTERGY NEW ORLEANS, INC.
By:/s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President
and Chief Accounting
Officer
Attest:
/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary
Executed, sealed and delivered by
ENTERGY NEW ORLEANS, INC.
in the presence of:
/s/ Myrna A. Romain
/s/ E. Lilian Wise
THE BANK OF NEW YORK
As Trustee
By:/s/ Robert A. Massimillo
Attest:
/s/ Mary LaGumina
Vice President
/s/ Stephen J. Giurlando
STEPHEN J. GIURLANDO,
As Co-Trustee
Executed, sealed and delivered by
THE BANK OF NEW YORK and
STEPHEN J. GIURLANDO
in the presence of:
/s/ Regina F. Johnson
/s/ Ada Li
STATE OF LOUISIANA )
) SS.:
PARISH OF ORLEANS )
On this 18th day of October, 2002, before me appeared
Nathan E. Langston, to me personally known, who, being duly sworn,
did say that he is Senior Vice President and Chief Accounting
Officer 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 18th day of October, 2002, 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 Senior Vice President and Chief
Accounting Officer 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.
/s/ Sylvia R. Bonin
Sylvia R. Bonin
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life
STATE OF NEW YORK
} ss.:
COUNTY OF ROCKLAND
On this 18th day of October, 2002, before me appeared ROBERT
A. MASSIMILLO to me personally known, who, being by me duly sworn,
did say that he is a 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 A. Massimillo acknowledged said
instrument to be the free act and deed of said corporation.
On the 18th day of October, 2002, before me personally came
Robert A. Massimillo, to me known, who, being by me duly sworn,
did depose and say that he resides at 87 Brandis Avenue Staten
Island NY 10312; that he is a 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.
/s/ Robert Hirsch
ROBERT HIRSCH
Notary Public, State of New York
No. 01HI6076679
Qualified in Rockland County
Commission Expires July 1, 2006
STATE OF NEW YORK
} ss.:
COUNTY OF ROCKLAND
On this 18th day of October, 2002, 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 18th day of October, 2002, 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.
/s/ Robert Hirsch
ROBERT HIRSCH
Notary Public, State of New York
No. 01HI6076679
Qualified in Rockland County
Commission Expires July 1, 2006
EXHIBIT A
[FORM OF BOND OF THE THIRTEENTH SERIES]
[(See legend at the end of this bond for
restrictions on transferability and change of form)]
FIRST MORTGAGE BOND
6.75% Series due October 15, 2017
CUSIP No. 29364P AD 5
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 October 15, 2017, 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
November 15, 2002, or, if the date of this bond is on or after
November 15, 2002, from the most recent 15th day of a month 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 six and seventy-five one hundredths percent (6.75%)
per annum in like coin or currency on the 15th day of each month,
commencing November 15, 2002, 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 seven and seventy-five one hundredths percent (7.75%)
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 of
First Mortgage Bonds 6.75% Series due October 15, 2017 (herein
called bonds of the Thirteenth 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 Thirteenth 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 prices as are 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 Signatory
[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).]