Exhibit 4(b)
ENTERGY NEW ORLEANS, INC.
(formerly New Orleans Public Service Inc.)
TO
BANK OF MONTREAL TRUST COMPANY
And
MARK F. McLAUGHLIN
(successor to Z. George Klodnicki)
As Trustees under the Mortgage and
Deed of Trust, dated as of May 1, 1987
of Entergy New Orleans, Inc. (formerly
New Orleans Public Service Inc.)
SEVENTH SUPPLEMENTAL INDENTURE
Providing among other things for
General and Refunding Mortgage Bonds designated as
First Mortgage Bonds,
7% Series due July 15, 2008
(Tenth Series)
Dated as of July 1, 1998
SEVENTH SUPPLEMENTAL INDENTURE
SEVENTH SUPPLEMENTAL INDENTURE, dated as of July 1,
1998, between ENTERGY NEW ORLEANS, INC. (formerly, New Orleans
Public Service Inc.) a corporation of the State of Louisiana,
whose post office address is 639 Loyola Avenue, New Orleans,
Louisiana 70113 and 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 and MARK F. McLAUGHLIN
(successor to Z. George Klodnicki), whose post office address is
44 Norwood Avenue, Allenhurst, New Jersey 07711, 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 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, and its Sixth Supplemental
Indenture, dated as of March 1, 1996, 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 Seventh 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 30,000,000
8% Series due March 1, 2006 40,000,000 40,000,000
; 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 Seventh
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 SEVENTH 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 MARK F. McLAUGHLIN and (to the
extent of its legal capacity to hold the same for the purposes
hereof) to BANK OF MONTREAL TRUST COMPANY, as Trustees, 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, and as
further superseded by Resolution No. R-97-985, effective November
25, 1997, 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
Seventh 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 (to the extent of its legal capacity to hold the same for the
purposes hereof) to BANK OF MONTREAL TRUST COMPANY, 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 Seventh 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
Supplemental Indenture. Except as set forth in Section 1.02
below, all defined terms used in this Seventh Supplemental
Indenture and not otherwise defined herein shall have the
respective meanings ascribed to them in the Original Indenture or
the First Supplemental Indenture, as the case may be.
Section 1.02 Amendment of Defined Term. Section 1.02 of the
First Supplemental Indenture, as amended, is hereby further
amended to insert therein, in lieu of the defined term "LP&L",
the following:
The term LP&L shall mean Entergy Louisiana,
Inc., a Louisiana corporation formerly named
Louisiana Power & Light Company.
Each reference in the Mortgage, as heretofore or
hereafter amended, to LP&L shall be understood in light of the
amended definition of LP&L set forth above.
Section 1.03 References are to Seventh 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
Seventh Supplemental Indenture, and the words "herein", "hereof",
"hereby", "hereunder" and words of similar import refer to this
Seventh 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.
ARTICLE II
THE TENTH SERIES
Section 2.01 Bonds of the Tenth Series. Pursuant to Section
2.01 of the Original Indenture, there shall be a series of bonds
designated 7% Series due July 15, 2008 (herein sometimes referred
to as "Tenth Series"), each of which shall also bear the
descriptive title "First Mortgage Bond". The form of Bonds of
the Tenth Series shall be substantially in the form of Exhibit A
hereto. Bonds of the Tenth Series shall mature on July 15, 2008
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 Tenth Series shall bear interest at the
rate of seven percent (7%) per annum (except as hereinafter
provided), payable quarterly in arrears on January 15, April 15,
July 15, and October 15 of each year, and at maturity or earlier
redemption, the first interest payment to be made on October 15,
1998 for the period from the date of original issuance of the
Bonds of the Tenth Series to October 15, 1998; 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 Tenth 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
Tenth Series shall bear interest (before and after judgment) at
the rate of eight percent (8%) per annum. Interest on the Bonds
of the Tenth Series shall be computed on the basis of a 360-day
year consisting of twelve 30-day months. Interest on the Bonds
of the Tenth 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 Tenth
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 Tenth Series. (a)
Bonds of the Tenth Series shall not be redeemable prior to July
15, 2000. On and after July 15, 2000, Bonds of the Tenth 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 prior to
the date fixed for redemption, at a redemption price of 100.00%,
expressed as a percentage of the principal amount of the Bonds of
the Tenth Series to be redeemed, together with accrued interest
thereon to the date fixed for redemption.
(b) Bonds of the Tenth 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; provided, however, notwithstanding the provisions of
said Section 3.04, that the Company hereby irrevocably waives its
rights to make an offer of exchange under the circumstances and
as provided in said Section 3.04 until July 15, 2000 with respect
to the Bonds of the Tenth Series.
Section 2.03 Transfer and Exchange. At the option of the
registered owner, any Bonds of the Tenth 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 Tenth 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
Tenth 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 Tenth Series.
Section 2.04 Dating of Bonds and Interest Payments. (a) Each
Bond of the Tenth 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 Tenth Series dated prior to
October 15, 1998 shall bear interest from the date of original
issuance thereof; and provided, further, that if any Bond of the
Tenth 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 Tenth 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 Tenth Series.
(b) Notwithstanding the foregoing, Bonds of the Tenth
Series shall be dated so that the person in whose name any Bond
of the Tenth Series is registered at the close of business on the
day (whether or not a 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 Tenth
Series are registered on the day immediately preceding the date
of payment of such defaulted interest. Any Bond of the Tenth
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
Tenth 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. Pursuant to the reservation of right in Section
6.09 of the Third Supplemental Indenture, dated as of March 1,
1993, and there being no Outstanding bonds of any series created
prior to the Fifth Series, and pursuant to the right of the
Company under Section 19.04 of the Original Indenture, to cure
any ambiguity contained in the Original Indenture or in any
supplemental indenture, and to establish the terms and provisions
of any series of bonds, the Company hereby amends and restates
Subsections (a) and (b) of Section 3.04 of the First Supplemental
Indenture to read in their entirety as follows:
"Section 3.04. Redemption at the Option of the Owner
upon Consolidation or Merger. (a) On and after the
effective date of any consolidation or merger of the Company
and LP&L to form New LP&L (the effectiveness of which shall
be attested to the Trustee in an Officers' Certificate and
an Opinion of Counsel), the Company shall have the right to
offer to exchange for each and every Outstanding bond
secured by the Indenture a new first mortgage bond issued by
New LP&L, in one or more series, of a like principal amount.
Such new bonds ("New LP&L Bonds") shall have the same
maturities (including sinking fund provisions), interest
rates and interest payment dates as the Outstanding bonds to
be exchanged therefor, shall (as to the New LP&L Bonds being
exchanged for Bonds of the First Series) be subject to
redemption at the option of the Company only to the extent
permitted by, and pursuant to the terms of, Section 2.01(a)
of the First Supplemental Indenture, shall (as to the New
LP&L Bonds being exchanged for Bonds of the Second Series)
be subject to redemption at the option of the Company only
to the extent permitted by, and pursuant to the terms of,
Section 2.01(a) of the Second Supplemental Indenture, shall
(as to the New LP&L Bonds being exchanged for Bonds of the
Third Series) be subject to redemption at the option of the
Company only to the extent permitted by, and pursuant to the
terms of Section 3.01(a) of the Second Supplemental
Indenture, shall (as to the New LP&L Bonds being exchanged
for Bonds of the Fourth Series) be subject to redemption at
the option of the Company only to the extent permitted by,
and pursuant to the terms of, Section 4.01(a) of the Second
Supplemental Indenture, shall (as to the New LP&L Bonds
being exchanged for Bonds of the Fifth Series) be subject to
redemption at the option of the Company on terms similar to
those provided in the Third Supplemental Indenture, shall
(as to the New LP&L Bonds being exchanged for Bonds of the
Sixth Series) be subject to redemption at the option of the
Company on terms similar to those provided in the Third
Supplemental Indenture, shall (as to the New LP&L Bonds
being exchanged for bonds of the Seventh Series) be subject
to redemption at the option of the Company on terms similar
to those provided in the Fourth Supplemental Indenture,
shall (as to the New LP&L Bonds being exchanged for the
Eighth Series) be subject to redemption at the option of the
Company on terms similar to those provided in the Fifth
Supplemental Indenture, shall (as to the New LP&L Bonds
being exchanged for Bonds of the Ninth Series) be subject to
redemption at the option of the Company on terms similar to
those provided in the Sixth Supplemental Indenture, shall
(as to the New LP&L Bonds being exchanged for the Bonds of
the Tenth Series) be subject to redemption at the option of
the Company on terms similar to those provided in the
Seventh Supplemental Indenture and shall be secured by a
first lien (subject only to excepted encumbrances of the
same types customarily found in the senior mortgages of
similar companies operating like properties) on
substantially all of the properties and assets of New LP&L.
The procedures for effecting any such exchange shall be set
forth by the Company to the Trustee in an Officers'
Certificate and shall be subject to the approval of the
Trustee in the exercise of reasonable care. As a condition
to the making of any such offer of exchange by the Company,
the Trustee shall receive an Opinion of Counsel,
satisfactory to the Trustee, as to the validity and
enforceability of the lien securing the New LP&L Bonds
(subject to excepted encumbrances as aforesaid), as to the
compliance of the offer with all applicable federal and
state securities and other laws and as to such other matters
as the Trustee may reasonably request. Any bonds secured by
the Indenture received by the Company as a result of an
offer to exchange shall be delivered to the Trustee for
cancellation.
(b) In the event that the Company makes an offer
to exchange in compliance with subsection (a), each owner of
a bond secured by the Indenture shall (1) at his option
accept such exchange as to all or a portion of his bonds (or
refuse such exchange as to any of his bonds), and (2)
deliver any bonds not so exchanged to the Trustee for
redemption. In the notice given by the Company to the
owners of bonds containing the offer to exchange (the
"Exchange Notice"), the Company shall clearly set forth the
right of such owners to deliver bonds for redemption rather
than exchange, and shall set forth the date for such
redemption (which shall be not more than 60 days after the
last date on which any owner may elect to participate in the
exchange), the procedures for delivery (which shall be
subject to the approval of the Trustee in the exercise of
reasonable care) and the redemption prices as determined in
subsection (c). If the date so fixed for redemption is
within 60 days after the effective date of the consolidation
or merger, the occurrence of any event during the period
from the effective date of such consolidation or merger to
the date fixed for redemption which would normally
constitute a Default shall not be deemed to be a Default for
purposes of the Indenture provided that
(i) such event occurs solely as a result of the
consummation of such consolidation or merger,
(ii) such event is not a Default set forth in clauses
(a), (b), (c), (d) or (g) of Section 12.01 of the Original
Indenture, and
(iii) any dividends or distributions on, or purchases or
acquisitions of, the common stock of New LP&L during such period
will comply with the least restrictive of (A) Section 5.03 of the
Third Supplemental Indenture, or (B) the most restrictive
comparable covenant applicable to LP&L immediately prior to the
effective date of such consolidation or merger.
The Company covenants to deposit cash with the Trustee,
on or before the date fixed for redemption, sufficient to
redeem all bonds secured by the Indenture to be redeemed
pursuant to this Section."
Section 3.02 Redemption Price upon Merger or Consolidation.
The redemption price for any Bonds of the Tenth Series redeemed
pursuant to subsection (b) of Section 3.04 of the First
Supplemental Indenture, as amended hereby, shall be equal to the
principal amount of the bonds to be redeemed, together with
accrued interest to the date fixed for redemption.
ARTICLE IV
COVENANTS
Section 4.01 Maintenance of Paying Agency. So long as any
bonds of the Tenth 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 Tenth 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 Tenth 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 Tenth 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, 1998 (other than any dividend
declared by the Company on or before June 30, 1998) 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, 1998,
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, 1998, 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, 1998.
ARTICLE V
AMENDMENTS OF CERTAIN PROVISIONS OF THE ORIGINAL INDENTURE
Section 5.01 Amendment of Excepted Encumbrances and Releases.
(a) Pursuant to the reservation of right in Section 6.01 of the
Third Supplemental Indenture, dated as of March 1, 1993, and
there being no Outstanding bonds of any series created prior to
the Fifth Series, the Company hereby amends subdivision (e) of
Section 1.06 of the Original Indenture to read as set forth in
Section 6.01 of the Third Supplemental Indenture.
(b) Pursuant to the reservation of right in Section
6.01 of the Third Supplemental Indenture, dated as of March 1,
1993, and there being no Outstanding bonds of any series created
prior to the Fifth Series, the Company hereby amends Section
11.02 of the Original Indenture as set forth in Section 6.01 of
the Third Supplemental Indenture.
Section 5.02 Amendment of Officers' Certificate under Section
5.05(2) of the Original Indenture. Pursuant to the reservation
of right in Section 6.03 of the Third Supplemental Indenture,
dated as of March 1, 1993, and there being no Outstanding bonds
of any series created prior to the Fifth Series, the Company
hereby amends subdivision (2) of Section 5.05 of the Original
Indenture to read as set forth in Section 6.03 of the Third
Supplemental Indenture.
Section 5.03 Amendment of Provisions Regarding Redemption at
the Option of Holders of Bonds. Pursuant to the reservation of
right in Section 6.04 of the Third Supplemental Indenture, dated
as of March 1, 1993, and there being no Outstanding bonds of any
series created prior to the Fifth Series, the Company hereby
amends the Original Indenture, to delete Section 9.13 of the
Original Indenture, and all references thereto in the Original
Indenture and any Supplemental Indenture thereto.
Section 5.04 Amendment of Releases of Mortgaged and Pledged
Property. (a) Pursuant to the reservation of right in Section
6.05 of the Third Supplemental Indenture, dated as of March 1,
1993, and there being no Outstanding bonds of any series created
prior to the Fifth Series, the Company hereby amends subdivision
(2) of Section 11.03 of the Original Indenture as set forth in
Section 6.05 of the Third Supplemental Indenture.
(b) Pursuant to the reservation of right in Section
6.05 of the Third Supplemental Indenture, dated as of March 1,
1993, and there being no Outstanding bonds of any series created
prior to the Fifth Series, the Company hereby amends the first
paragraph of subdivision (3) of Section 11.03 of the Original
Indenture to read as set forth in Section 6.05 of the Third
Supplemental Indenture.
(c) Pursuant to the reservation of right in Section
6.05 of the Third Supplemental Indenture, dated as of March 1,
1993, and there being no Outstanding bonds of any series created
prior to the Fifth Series, the Company hereby amends Section
11.04 of the Original Indenture as set forth in Section 6.05 of
the Third Supplemental Indenture.
(d) Pursuant to the reservation of right in Section
6.05 of the Third Supplemental Indenture, dated as of March 1,
1993, and there being no Outstanding bonds of any series created
prior to the Fifth Series, the Company hereby amends the twelfth
paragraph of Section 1.02 of the Original Indenture to read as
set forth in Section 6.05 of the Third Supplemental Indenture.
Section 5.05 Section 5.05 Amendment of Releases of
Property Taken by Eminent Domain. Pursuant to the reservation of
right in Section 6.06 of the Third Supplemental Indenture, dated
as of March 1, 1993, and there being no Outstanding bonds of any
series created prior to the Fifth Series, the Company hereby
amends the last sentence of Section 11.06 of the Original
Indenture to read as set forth in Section 6.06 of the Third
Supplemental Indenture.
Section 5.06 Amendment of Net Earning Certificate Requirements.
Pursuant to the reservation of right in Section 6.07 of the Third
Supplemental Indenture, dated as of March 1, 1993, and there
being no Outstanding bonds of any series created prior to the
Fifth Series, the Company hereby amends the third line of
subdivision (A) of Section 1.07 of the Original Indenture as set
forth in Section 6.07 of such Third Supplemental Indenture.
Section 5.07 Amendment of Defaults. (a) Pursuant to the
reservation of right in Section 6.08 of the Third Supplemental
Indenture, dated as of March 1, 1993, and there being no
Outstanding bonds of any series created prior to the Fifth
Series, the Company hereby amends subdivisions (b) and (e) of
Section 12.01 of the Original Indenture to read as set forth in
Section 6.08 of such Third Supplemental Indenture.
(b) Pursuant to the reservation of right in Section
6.08 of the Third Supplemental Indenture, dated as of March 1,
1993, and there being no Outstanding bonds of any series created
prior to the Fifth Series, the Company hereby amends Section
12.14 of the Original Indenture to read as set forth in Section
6.08 of such Third Supplemental Indenture.
Section 5.08 Effective Date. Each of the amendments set forth
in this Article V shall be effective as of July 1, 1998.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01 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 Seventh
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 Seventh 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 Seventh
Supplemental Indenture.
Section 6.02 Effect of Seventh 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 Seventh 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 Seventh 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 6.03 Record Date. The holders of the Bonds of the
Tenth 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
Tenth 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 6.04 Titles. The titles of the several Articles and
Sections of this Seventh Supplemental Indenture shall not be
deemed to be any part hereof.
Section 6.05 Counterparts. This Seventh 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 6.06 Governing Law. The laws of the State of New York
shall govern this Seventh Supplemental Indenture and the Bonds of
the Tenth 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 VII
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 Chairman of the Board,
Chief Executive Officer, 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 BANK OF
MONTREAL TRUST COMPANY 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 has
hereunto set his hand and affixed his seal, all as of the day and
year first above written.
ENTERGY NEW ORLEANS, INC.
By:
Steven C. McNeal
Vice President
Attest:
Christopher T. Screen
Assistant Secretary
Executed, sealed and delivered by
ENTERGY NEW ORLEANS, INC.
in the presence of:
BANK OF MONTREAL TRUST COMPANY
As Trustee
By:
PETER MORSE
Vice President
Attest:
FRANCES RUSAKOWSKY
Assistant Secretary
MARK F. McLAUGHLIN,
As Co-Trustee
Executed, sealed and delivered by
BANK OF MONTREAL TRUST COMPANY
and MARK F. McLAUGHLIN
in the presence of:
STATE OF LOUISIANA )
) SS.:
PARISH OF ORLEANS )
On this 10th day of July, 1998, before me appeared
Steven C. McNeal, 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 Steven C. McNeal acknowledged
said instrument to be the free act and deed of said corporation.
On the 10th day of July, in the year 1998, before me
personally came Steven C. McNeal, to me known, who, being by me
duly sworn, did depose and say that he resides at8043 Winners
Circle, Mandeville, Louisiana 70448; 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.
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 9th day of July, 1998, before me appeared Peter
Morse, to me personally known, who, being duly sworn, did say
that he is a Vice President of BANK OF MONTREAL TRUST COMPANY,
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 Peter Morse acknowledged said
instrument to be the free act and deed of said corporation.
On the 9th day of July, in the year 1998, before me
personally came Peter Morse, to me known, who, being by me duly
sworn, did depose and say that he resides at84-26 115th Street,
Richmond Hill, New York 11418; that he is a Vice President of
BANK OF MONTREAL TRUST COMPANY, 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.
Maureen Failla
Notary Public, State of New York
No. 31-4971219
Qualified in New York County
Commission Expires August 27, 1998
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this 9th day of July, 1998, 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 9th day of July, 1998, 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.
Maureen Failla
Notary Public, State of New York
No. 31-4971219
Qualified in New York County
Commission Expires August 27, 1998
EXHIBIT A
[FORM OF BOND OF THE TENTH SERIES]
[(See legend at the end of this bond for
restrictions on transferability and change of form)]
FIRST MORTGAGE BOND
7% Series due July 15, 2008
CUSIP No. _________
No. R- __ $_________
ENTERGY NEW ORLEANS, INC. (formerly 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
____________, 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, 2008 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
October 15, 1998, or, if the date of this bond is on or after
October 15, 1998, from the January 15, April 15, July 15 or
October 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 seven percent (7%) per annum in like coin
or currency on January 15, April 15, July 15 and October 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 eight
percent (8%) 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, and designated as
First Mortgage Bonds 7% Series due July 15, 2008 (herein called
bonds of the Tenth 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 Tenth 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.
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).]