Exhibit 4(b)
GENERAL AND REFUNDING MORTGAGE BOND
8% Series due March 1, 2006
(See legend at the end of this bond for
restrictions on transferability and change of form)
CUSIP No. 647770 AR 7
$40,000,000
No. R-1
NEW ORLEANS PUBLIC SERVICE INC., a corporation duly
organized and existing under the laws of the State of Louisiana
(hereinafter called the Company), for value received, hereby
promises to pay to Cede & Co., or registered assigns, at the
office or agency of the Company in The City of New York, New
York, the principal sum of Forty Million Dollars ($40,000,000) on
March 1, 2006, 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 March 26, 1996, if the date of this
bond is prior to September 1, 1996, or, if the date of this bond
is on or after September 1, 1996, from the September 1 or March 1
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 per centum (8%) per annum in like coin or
currency on March 1 and September 1 in each year and at maturity
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 (9%) 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 day (whether
or not a 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 Bank of Montreal
Trust Company, 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, 8% Series due March
1, 2006 (herein called bonds of the Ninth 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 and Z.
George Klodnicki (Mark F. McLaughlin, 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 Ninth 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, New Orleans Public Service 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 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 signature or a facsimile thereof.
March 26, 1996
NEW ORLEANS PUBLIC SERVICE INC.
BY: _________________________
William J. Regan, Jr.
Vice President and Treasurer
Attest:
________________________
Title: Assistant Secretary
[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.
BANK OF MONTREAL TRUST COMPANY,
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).