-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I1cPgxwBgzVxMSghZThDdlyDt1Jeh0xrOP9sc/9JWHTBbN0zQDp5fDI4XL2xrf4d LCteetNlgViboScg2cXyWw== 0000060527-96-000003.txt : 19960119 0000060527-96-000003.hdr.sgml : 19960119 ACCESSION NUMBER: 0000060527-96-000003 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19960117 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ORLEANS PUBLIC SERVICE INC CENTRAL INDEX KEY: 0000071508 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 720273040 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00255 FILM NUMBER: 96505056 BUSINESS ADDRESS: STREET 1: PO BOX 61000 CITY: NEW ORLEANS STATE: LA ZIP: 70161 BUSINESS PHONE: 5045953100 S-3 1 As filed with the Securities and Exchange Commission on January 17, 1996 Registration No. 333-_________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________ FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _________________________ New Orleans Public Service Inc. (Exact name of registrant as specified in its charter) _________________________ State of Louisiana 72-0273040 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) 639 Loyola Avenue New Orleans, Louisiana 70113 (504) 576-5262 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) _________________________ JOHN J. CORDARO WILLIAM J. REGAN, JR. President Vice President and Treasurer New Orleans Public Service Inc. New Orleans Public Service Inc. 639 Loyola Avenue 639 Loyola Avenue New Orleans, Louisiana 70113 New Orleans, Louisiana 70113 (504) 576-5851 (504) 576-4310 LAURENCE M. HAMRIC, Esq. THOMAS J. IGOE, JR., ESQ. ANN G. ROY, Esq. Reid & Priest LLP Entergy Services, Inc. 40 West 57th Street 639 Loyola Avenue New York, New York 10119 New Orleans, Louisiana 70113 (212) 603-2000 (504) 576-2095 (Names, addresses, including zip codes, and telephone numbers, including area codes, of agents for service) _________________________ Approximate date of commencement of proposed sale(s) to the public: From time to time after this registration statement becomes effective when warranted by market conditions and other factors. _________________________ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 4151 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]______________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] _________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] _________________________ CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Each Maximum Maximum Amount of Class of Amount offering Aggregate Registrati Securities to be to be price Offering on Fee Registered Registered Per Unit* Price* General and Refunding Mortgage $65,000,000 100% $65,000,000 $22,413.79 Bonds * Estimated solely for the purpose of calculating the registration fee. _________________________ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Pursuant to Rule 429, the prospectus filed as a part of this registration statement is being filed as a combined prospectus with respect to $15,000,000 aggregate principal amount of General and Refunding Mortgage Bonds remaining unsold in Registration Statement No. 33-57926. SUBJECT TO COMPLETION, Dated January 17, 1996 PROSPECTUS $80,000,000 NEW ORLEANS PUBLIC SERVICE INC. General and Refunding Mortgage Bonds _________________________ New Orleans Public Service Inc. (the "Company") may offer from time to time up to $80,000,000 aggregate principal amount of its General and Refunding Mortgage Bonds (the "New Bonds"), in one or more series at prices and on terms to be determined at the time of sale. This Prospectus will be supplemented by a prospectus supplement (the "Prospectus Supplement") which will set forth the aggregate principal amount, rate and time of payment of interest, maturity, purchase price, initial public offering price, redemption provisions, if any, and other specific terms of the series of New Bonds in respect of which this Prospectus is being delivered. The sale of one series of New Bonds will not be contingent upon the sale of any other series of New Bonds. _________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _________________________ The Company may sell the New Bonds through underwriters, dealers or agents, or directly to one or more purchasers. The Prospectus Supplement will set forth the names of underwriters, dealers or agents, if any, any applicable commissions or discounts, and the net proceeds to the Company from any such sale. See "Plan of Distribution" for possible indemnification arrangements for underwriters, dealers, agents and purchasers. The date of this Prospectus is , 1996. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. _________________________ IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER- ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NEW BONDS OFFERED HEREBY OR ANY OTHER SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. _________________________ AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports include information, as of particular dates, concerning the Company's directors and officers, their remuneration, the principal holders of the Company's securities and any material interests of such persons in transactions with the Company. Such reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004; and at the following Regional Offices of the Commission: Chicago Regional Office, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661; and New York Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can also be obtained at prescribed rates from the Public Reference Section of the Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549-1004. Shareholders of the Company are furnished copies of financial statements as of the end of the most recent fiscal year audited and reported upon (with an opinion expressed) by independent public accountants. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission pursuant to the Exchange Act are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1994; and 2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995, and September 30, 1995. 3. A Current Report on Form 8-K, dated April 20, 1995. In addition, all documents filed by the Company with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents (such documents, and the documents enumerated above, being herein referred to as "Incorporated Documents;" provided, however, that the documents enumerated above or subsequently filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act prior to the filing of the Company's next Annual Report on Form 10-K with the Commission shall not be Incorporated Documents or be incorporated by reference in this Prospectus or be a part hereof from and after any such filing of an Annual Report on Form 10-K). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for all purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed Incorporated Document or in an accompanying Prospectus Supplement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus has been delivered, on the written or oral request of any such person, a copy of any or all of the Incorporated Documents, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference herein. Requests should be directed to Mr. Christopher T. Screen, Assistant Secretary, New Orleans Public Service Inc., P. O. Box 61000, New Orleans, Louisiana 70161, telephone (504) 576- 4212. The information relating to the Company contained in this Prospectus and any accompanying Prospectus Supplement does not purport to be comprehensive and should be read together with the information contained in the Incorporated Documents. No person has been authorized to give any information or to make any representation not contained in this Prospectus or, with respect to any series of New Bonds, the Prospectus Supplement relating thereto, and, if given or made, such information or representation must not be relied upon as having been authorized by the Company or any underwriter. This Prospectus and any Prospectus Supplement do not constitute an offer to sell or a solicitation of any offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. Neither the delivery of this Prospectus and a Prospectus Supplement nor any sale made thereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Prospectus or that Prospectus Supplement. _________________________ THE COMPANY The Company was incorporated under the laws of the State of Louisiana on January 1, 1926. The Company's principal executive offices are located at 639 Loyola Avenue, New Orleans, Louisiana 70113; telephone (504) 576-5262. The Company is an electric and gas public utility company having substantially located all of its operations in Orleans Parish, in the State of Louisiana. Entergy Corporation ("Entergy"), which is a registered public utility holding company under the Public Utility Holding Company Act of 1935, as amended (the "Holding Company Act"), owns all of the outstanding common stock of the Company. The Company, Arkansas Power & Light Company ("AP&L"), Gulf States Utilities Company ("GSU"), Louisiana Power & Light Company ("LP&L") and Mississippi Power & Light Company ("MP&L") are the principal operating utility subsidiaries of Entergy. Entergy also owns, among other things, all of the common stock of System Energy Resources, Inc. ("System Energy"), a generating company which owns the Grand Gulf Nuclear Electric Generating Station ("Grand Gulf") and Entergy Operations, Inc., a nuclear management services company. The Company, AP&L, LP&L and MP&L own all of the capital stock of System Fuels, Inc., a special purpose company which implements and/or maintains certain programs for the procurement, delivery and storage of fuel supplies for Entergy subsidiaries, including the Company. The foregoing information relating to the Company does not purport to be comprehensive and should be read together with the financial statements and other information contained in the Incorporated Documents. Reference is made to the Incorporated Documents with respect to the Company's most significant contingencies, its general capital requirements, and its general financing plans and capabilities, including its short-term borrowing capacity, earnings coverage requirements under its Restatement of Articles of Incorporation, as amended, which limit the amount of additional preferred stock which the Company may issue, and earnings coverage and other requirements under the Company's general and refunding mortgage, which limit the amount of additional mortgage bonds which the Company may issue. USE OF PROCEEDS The net proceeds to be received from the issuance and sale of the New Bonds will be used in order to repay and/or redeem outstanding securities at their stated maturity or due dates and/or to effect redemption or acquisition of certain outstanding securities prior to their maturity or due dates and for other general corporate purposes. The Company's securities that may be redeemed or acquired include one or more series of the Company's outstanding (i) first mortgage bonds, (ii) general and refunding mortgage bonds, and/or (iii) preferred stock. The specific securities to be redeemed or acquired with the proceeds of a series of New Bonds will be set forth in the Prospectus Supplement relating to that series. DESCRIPTION OF THE NEW BONDS General. The New Bonds are to be issued under the Company's Mortgage and Deed of Trust, dated as of May 1, 1987, as supplemented by five supplemental indentures thereto and as to be further supplemented by one or more supplemental indentures, including supplemental indentures relating to the New Bonds (collectively referred to as the "G&R Mortgage"), to Bank of Montreal Trust Company and Mark F. McLaughlin as Trustees (collectively, "Trustees"). All General and Refunding Mortgage Bonds issued or to be issued under the G&R Mortgage are referred to herein as "G&R Bonds." The statements herein concerning the G&R Bonds, the New Bonds and the G&R Mortgage are not intended to be comprehensive and are subject to the detailed provisions of the G&R Mortgage, which are incorporated herein by reference. Terms of Specific Series of the New Bonds. A Prospectus Supplement will include descriptions of the following terms of a series of the New Bonds to be issued: the designation of such Series of the New Bonds; the aggregate principal amount of such series; the date on which such Series will mature; the rate at which such series will bear interest and the date from which such interest accrues; the dates on which interest will be payable; and the price and the other terms and conditions upon which the particular series may be redeemed by the Company prior to maturity. Security. The New Bonds, together with all other G&R Bonds now or hereafter issued under the G&R Mortgage, will be secured by the G&R Mortgage, which constitutes, in the opinion of counsel for the Company, a first lien on all rights of the Company to receive payment and compensation for certain rate deferrals and deferred carrying charges accrued thereon (see "Issuance of Additional New Bonds" below) in the event of acquisition of the Company's properties and assets by a governmental authority (a "Municipalization Interest"), subject to certain excepted encumbrances. The G&R Mortgage also constitutes, in the opinion of counsel for the Company, a second mortgage lien on all other property of the Company (except properties released under the terms of the G&R Mortgage and except as stated below), subject to (i) the first lien of the Company's Mortgage and Deed of Trust dated as of July 1, 1944, to The Chase National Bank of the City of New York (The Bank of New York, successor) and Carl E. Buckley (W. T. Cunningham, successor), as Trustees, as supplemented (the "First Mortgage"), (ii) other excepted encumbrances, (iii) minor defects and encumbrances customarily found in utility properties of like size and character and that do not materially impair the use of the property affected thereby in the conduct of the business of the Company, and (iv) other liens, defects and encumbrances, if any, existing or placed thereon at the time of acquisition thereof by the Company and except as limited by bankruptcy law. Certain properties of the Company are excepted from the lien of the G&R Mortgage and include all cash and securities; all merchandise, equipment, apparatus, materials or supplies held for sale or other disposition in the usual course of business or consumable during use; automobiles, vehicles and aircraft; timber, minerals, mineral rights and royalties; and receivables, contracts, leases and operating agreements. The G&R Mortgage contains provisions for subjecting after-acquired property (subject to the First Mortgage and pre-existing liens) to the lien thereof, subject to limitations in the case of consolidation, merger or a sale of substantially all of the Company's assets. The G&R Mortgage is junior and subordinate to the lien of the First Mortgage on substantially all of the Company's property. At September 30, 1995, approximately $35.25 million principal amount of bonds were outstanding under the First Mortgage. Such bonds and all other bonds issued under the First Mortgage are hereinafter referred to as "First Mortgage Bonds." The G&R Mortgage provides that no additional First Mortgage Bonds may be issued. The G&R Mortgage provides that the Trustees shall have a lien upon the mortgaged property, prior to the G&R Bonds, for the payment of their reasonable compensation, expenses and disbursements and for indemnity against certain liabilities. The G&R Mortgage contains restrictions on liens and on the issuance of indebtedness, including bonds, applicable so long as any Rate Recovery Mortgage Bonds, as defined below, are outstanding (see "Certain Other Covenants and Agreements" below). Issuance of Additional G&R Bonds. The maximum principal amount of G&R Bonds that may be issued and outstanding under the G&R Mortgage is $10 billion. G&R Bonds of any series may be issued from time to time on the following bases: (1) the aggregate uncollected balance of certain rate deferrals, described below, and the deferred carrying charges accrued thereon, recorded as assets on the books of the Company (whether or not subject to the lien of the G&R Mortgage), provided that the aggregate principal amount of outstanding New Bonds issued on this basis shall not exceed the lesser of $280,000,000 or 50% of the uncollected balance of such rate deferral and such bonds must mature not later than May 1, 1998 (G&R Bonds issued on this basis being hereinafter called "Rate Recovery Mortgage Bonds"); (2) 70% of property additions after adjustments to offset retirements; (3) retirement of G&R Bonds (other than Rate Recovery Mortgage Bonds) or First Mortgage Bonds; or (4) the deposit of cash with the Trustee. Deposited cash may be withdrawn upon the bases stated in (2) or (3). Property additions generally include electric, gas, steam or hot water property acquired after December 31, 1986, but may not include, among other things, securities, automobiles, vehicles or aircraft, or property used principally for the production or gathering of natural gas. As noted above, under the G&R Mortgage, Rate Recovery Mortgage Bonds must mature not later than May 1, 1998. In connection with the issuance of G&R Bonds after January 1, 1993, the Company has reserved the right, without the consent of the holders of any series of G&R Bonds created after January 1, 1993, including the New Bonds or any subsequent series of G&R Bonds (either with the consent of the holders of G&R Bonds issued prior to January 1, 1993 or after all such bonds have been retired at the Company's direction), to amend this limitation to provide that all Rate Recovery Mortgage Bonds mature not later than September 30, 2001. Under the G&R Mortgage, whenever the principal amount of outstanding Rate Recovery Mortgage Bonds exceeds 66 2/3% of the uncollected balance of rate deferrals and the deferred carrying charges accrued thereon, no additional G&R Bonds may be issued, on any basis, under the G&R Mortgage. In connection with the issuance of G&R Bonds after January 1, 1993, the Company has reserved the right, without the consent of the holders of any series of G&R Bonds created after January 1, 1993, including the New Bonds or any subsequent series of G&R Bonds, (either with the consent of the holders of G&R Bonds issued prior to January 1, 1993 or after all such bonds have been retired at the Company's direction), to eliminate this provision from the G&R Mortgage. The Company currently contemplates that the New Bonds will not be issued on the basis of rate deferrals and, accordingly, will not be Rate Recovery Mortgage Bonds. With certain exceptions in the case of G&R Bonds issued on the basis of retired G&R Bonds or First Mortgage Bonds as described above, the issuance of G&R Bonds is subject to adjusted net earnings for 12 out of the preceding 15 months, before income taxes, being at least twice the annual interest requirements on all First Mortgage Bonds and all G&R Bonds at the time outstanding, including the additional issue, and all indebtedness, if any, of prior rank. In connection with the issuance of G&R Bonds after January 1, 1993, the Company has reserved the right, without the consent of the holders of any series of G&R Bonds created after January 1, 1993, including the New Bonds or any subsequent series of G&R Bonds (either with the consent of the holders of G&R Bonds issued prior to January 1, 1993 or after all such bonds have been retired at the Company's direction), to substitute for the foregoing a requirement that adjusted net earnings for 12 out of the preceding 18 months, before income taxes, be at least twice such annual interest requirement. In general, interest on variable interest rate bonds, if any, is calculated using the average rate in effect during such 12 months period. Pursuant to a resolution of the Council of the City of New Orleans, Louisiana ("Council") adopted on February 4, 1988, as effectively superseded by a settlement agreement between the Company and the Council effective October 4, 1991 ("Rate Order"), the Company deferred for future recovery a portion of its costs related to its allocated share of capacity and energy from System Energy's interest in Unit No. 1 of Grand Gulf ("Grand Gulf 1"). The Rate Order provided, among other things, for the recovery by the Company of approximately $379 million of deferred Grand Gulf l-related costs and related carrying charges, in varying annual amounts, over a 10-year period from October 1, 1991 through September 30, 2001. Reference is made to the Incorporated Documents for further information with respect to these matters. Net property additions available for the issuance of New Bonds at September 30, 1995 were approximately $78.72 million. Deferred and uncollected Grand Gulf l-related costs at September 30, 1995 were approximately $179.65 million and at that date $30 million of Rate Recovery Mortgage Bonds were outstanding. The G&R Mortgage contains restrictions on the issuance of G&R Bonds against property subject to liens (other than the lien of the First Mortgage). Other than the security afforded by the lien of the G&R Mortgage and restrictions on the issuance of additional G&R Bonds described above, the G&R Mortgage contains no provisions that afford the holders of the New Bonds protection in the event of a highly leveraged transaction involving the Company. Such a transaction would require regulatory approval. Release and Substitution of Property. Property (other than the Municipalization Interest) may be released, without applying any earnings test, upon the basis of: (1) the release of such property from the lien of the First Mortgage; (2) the deposit with the Trustee of cash or, to a limited extent, purchase money mortgages; (3) property additions under the G&R Mortgage, after adjustments in certain cases to offset retirements and after making adjustments for certain prior lien bonds, if any, outstanding against property additions; and (4) waiver of the right to issue G&R Bonds. Cash may be withdrawn upon the bases stated in (3) and (4) above. Property is currently released from the lien of the G&R Mortgage on the basis of its fair value. In connection with the issuance of G&R Bonds after January 1, 1993, the Company has reserved the right, without the consent of the holders of any series of G&R Bonds created after January 1, 1993, including the New Bonds or any subsequent series of G&R Bonds (either with the consent of the holders of G&R Bonds issued prior to January 1, 1993 or after all such bonds have been retired at the Company's direction), to modify the release provisions to provide that property owned by the Company on December 31, 1986 is released on the basis of its depreciated book value and all other property is released on the basis of its cost, as defined in the G&R Mortgage. Under the new provisions, the Company is able to release unfunded property without meeting the tests in the preceding paragraph if, after such release, the Company will have at least one dollar ($1) in unfunded property that remains subject to the lien of the G&R Mortgage. Dividend Covenant. The Company will covenant in substance that, so long as any New Bonds of a particular series remain outstanding, it will not pay any cash dividends on common stock or repurchase common stock after a selected date close to the date of the original issuance of such series of New Bonds (other than certain dividends that may be declared by the Company prior to such selected date), except from credits to retained earnings after such selected date plus an amount not to exceed $150,000,000 and plus such additional amounts as shall be approved by the Commission. Grand Gulf 1 Deferrals and Protection of Rate Order. The Company has covenanted that, so long as any Rate Recovery Mortgage Bonds are outstanding it will (1) not sell, assign or grant any lien on its deferred Grand Gulf 1-related costs and the deferred carrying charges accrued thereon, (2) take all reasonable actions to maintain in full force and effect the Rate Order and to defend the Rate Order against challenges, and (3) not take any action to modify the Rate Order in any manner that is materially adverse to the interests of the holders of the Rate Recovery Mortgage Bonds. Certain Other Covenants and Agreements. The Company has entered into certain other covenants and agreements as hereinafter set forth. The Company will no longer be bound by these covenants and agreements when Rate Recovery Mortgage Bonds are no longer outstanding. Only one series of Rate Recovery Mortgage Bonds remains outstanding, the 10.95% Series due May 1, 1997, and all are currently redeemable at 101.25%. In connection with Rate Recovery Mortgage Bonds issued prior to January 1, 1993, the Company has made certain covenants related to, among other things, limitations on outstanding indebtedness, guaranties, principal payments, loans and advances, dispositions of assets (including accounts receivable), dividends on common stock and purchases of preferred and common stock liens, lines of business and transactions with affiliates. The covenant limiting principal payments provides that the Company will not make payment on account of principal of, or purchase, outstanding G&R Bonds (other than Rate Recovery Mortgage Bonds) or outstanding industrial development or pollution control revenue bonds prior to May 1, 1997 in excess of stated amounts ranging from $15 million in the 12-month period beginning May 1, 1995 to $25 million in the 12-month period beginning May 1, 1996. The covenant limiting indebtedness provides that the Company will not incur or permit to be outstanding any indebtedness for borrowed money except (1) First Mortgage Bonds; (2) G&R Bonds; (3) indebtedness in respect of industrial development or pollution control revenue bonds (subject to certain conditions, including the Company's meeting the net earnings and property additions issuance tests under the G&R Mortgage as if an equal principal amount of G&R Bonds bearing an equal rate of interest were being issued); (4) capitalized leases of equipment and office facilities, with certain limitations; and (5) unsecured indebtedness maturing in one year or less in an amount not exceeding the greater of 10% of capitalization or 50% of cumulative deferred and uncollected Grand Gulf l-related costs and the deferred carrying charges accrued thereon (less the principal amount of outstanding Rate Recovery Mortgage Bonds). The covenant limiting guaranties provides that the Company will not guarantee any financial obligations except guaranties in the ordinary course of business in connection with the leasing of limited amounts of personal property or financing of fuel purchases; guaranties of obligations of System Fuels, Inc. in connection with its fuel supply business that are approved by the Commission under the Holding Company Act; and financial undertakings of the Company in connection with its obligations to System Energy. In connection with the issuance of Rate Recovery Mortgage Bonds prior to January 1, 1993, the Company has also agreed to redeem any Rate Recovery Mortgage Bonds tendered by the holders thereof if (a) the Company's share of Grand Gulf 1 costs is increased in an amount that an independent arbiter deems material and such amount is not rejected in the Company's retail rates; (b) the Rate Order has been modified so as to impair the Company's ability to perform its obligations in respect of outstanding Rate Recovery Mortgage Bonds; or (c) a change in law or accounting principles adversely affects the recording as assets or recovery of deferred Grand Gulf 1 costs or the Company's financial condition or results of operations so as to materially impair the Company's ability to perform its obligations in respect of outstanding Rate Recovery Mortgage Bonds. The Company has also covenanted that, so long as any Rate Recovery Mortgage Bonds are outstanding, it will not (1) (except in the case of condemnation or other acquisition by a governmental entity or merger or consolidation with, or transfer of all or substantially all of its property as an entirety to, another corporation) in any calendar year dispose of any of its assets having an aggregate fair value in excess of $10 million, or (2) enter into any sale-leaseback transactions involving cash consideration of $1 million or more, unless the cash consideration for such transactions is used either to redeem outstanding First Mortgage Bonds, and, to the extent not required to be used for that purpose, to redeem outstanding G&R Bonds or to acquire or construct property subject to the lien of the G&R Mortgage. The redemption prices applicable for these purposes to each series of New Bonds will be included in the Prospectus Supplement relating to that series. Maintenance and Replacement Fund in First Mortgage. The New Bonds will not be subject to any maintenance or replacement provisions. However, the Company has covenanted to comply with the provisions of Sections 38 and 39(1) of the First Mortgage, which provisions relate to maintenance and replacement of property, but only so long as the First Mortgage remains outstanding. Such Section 39(1) provides that in addition to actual expenditures for maintenance and repairs, the Company is required to expend or deposit each year, for replacements and improvements in respect of mortgaged property, an amount equal to $2,050,000 plus 3% of net additions to mortgaged property made after December 31, 1943 and prior to the beginning of the year for which the calculation is made. Such requirement may be met by depositing cash under the First Mortgage or certifying gross property additions thereunder or by taking credit for First Mortgage Bonds and prior lien bonds retired. Any excess in such credits may be applied against future requirements. Such cash may be used to redeem or purchase First Mortgage Bonds or may be withdrawn against gross property additions under the First Mortgage or waiver of the right to issue First Mortgage Bonds. Redemption and Purchase of New Bonds. General. The terms and conditions upon which a particular series of New Bonds may be redeemed by the Company prior to maturity will be set forth in a Prospectus Supplement. Redemption of New Bonds at the Option of Holders. Notwithstanding any prohibition on redemption of New Bonds which may be set forth in a Prospectus Supplement, the holders of the New Bonds will have the right, at any time prior to maturity, to tender their New Bond to the Company for redemption in the limited circumstances and at the prices described below: (a) Although no present plans currently exist to merge or consolidate the Company and LP&L, the G&R Mortgage provides that, in the event of such a consolidation or merger, the new company formed thereby would have the option to offer to exchange all outstanding G&R Bonds, including the New Bonds, at stated redemption prices or to offer to exchange all outstanding G&R Bonds, including the New Bonds, for a like principal amount of the new company's first mortgage bonds with the same interest rates, interest payment dates, maturity dates and redemption provisions. If the new company makes such an offer to exchange, the holders of outstanding G&R Bonds, including the New Bonds, may, instead of receiving such first mortgage bonds, require the Company to redeem such G&R Bonds. The redemption prices applicable for these purposes to the New Bonds will be included in the Prospectus Supplement relating to that series. (b) If all or substantially all of the Company's property or a majority of its common stock is taken or acquired by a governmental authority, the Company is obligated, after any redemption of the First Mortgage Bonds required by the First Mortgage, to deposit the net proceeds of such transaction with the Trustee. The holders of all G&R Bonds then outstanding have the right to tender their G&R Bonds for redemption by the Company 60 days after notice of such deposit of proceeds, at a price equal to the principal amount thereof plus accrued interest to the date of redemption. The terms of the franchise ordinances pursuant to which the Company provides electric and gas service to the City of New Orleans state that the City has a continuing option to purchase the Company's gas and electric properties. In connection with the issuance of the G&R Bonds after January 1, 1993, the Company has reserved the right, without the consent of the holders of any series of G&R Bonds created after January 1, 1993, including any holder of the New Bonds or subsequent series of G&R Bonds (either with the consent of the holders of G&R Bonds issued prior to January 1, 1993 or after all such bonds have been retired at the Company's direction), to eliminate this provision from the G&R Mortgage. Defaults and Notice Thereof. Defaults are defined in the G&R Mortgage as: (1) default in payment of principal; (2) default for 10 days in payment of interest; (3) certain events in bankruptcy, insolvency or reorganization events; (4) default in other covenants for 30 days after notice (unless the Company has in good faith commenced efforts to perform the covenant); (5) default under a supplemental indenture; and (6) the occurrence of a "Default" under the First Mortgage (defined as being default in payment of principal of First Mortgage Bonds, default for 60 days in payment of interest on or installments of funds for retirement of First Mortgage Bonds, certain defaults with respect to qualified lien bonds, certain events in bankruptcy, insolvency or reorganization, and default for 90 days after notice in other covenants). In connection with the issuance of G&R Bonds after January 1, 1993, the Company has reserved the right, without the consent of the holders of any series of G&R Bonds created after January 1, 1993, including the holders of the New Bonds or any subsequent series of G&R Bonds (either with the consent of the holders of G&R Bonds issued prior to January 1, 1993 or after all such bonds have been retired at the Company's direction), to modify this definition to provide that default for 30 days (rather than 10 days) in payment of interest and default in other convenants for 90 days (rather than 30 days) after notice constitutes default under the G&R Mortgage. The Trustee or the holders of 25% in aggregate principal amount of the G&R Bonds may declare the principal and interest due and payable on default, but a majority thereof may annul such declaration if such default has been cured. No holders of G&R Bonds may enforce the lien of the G&R Mortgage without giving the Trustees written notice of a default and unless the holders of 25% in aggregate principal amount of the G&R Bonds have requested the Trustees to act and offered them reasonable opportunity to act and indemnity satisfactory to them against the cost, expense and liabilities to be incurred thereby and the Trustees shall have failed to act. The holders of a majority of the G&R Bonds may direct the time, method and place of conducting any proceedings for any remedy available to the Trustees or exercising any trust or power conferred on the Trustees. The Trustees are not required to risk their funds or incur personal liability if a reasonable ground exists for believing that repayment is not reasonably assured. The supplemental indentures relating to the Rate Recovery Mortgage Bonds issued prior to January 1, 1993 set forth additional events constituting "defaults" under the G&R Mortgage, including a default in the payment by the Company of more than $1,000,000 of other indebtedness when due. These additional defaults apply only so long as any Rate Recovery Mortgage Bonds are outstanding and may be waived by the holders of Rate Recovery Mortgage Bonds, without the consent of the holders of any other G&R Bonds, including the New Bonds. Evidence to be Furnished to the Trustee. Compliance with G&R Mortgage provisions is evidenced by written statements of officers of the Company or persons selected or paid by the Company. In certain cases, opinions of counsel and certifications of an engineer, accountant, appraiser or other expert (who in some cases must be independent) must be furnished. The Company must give the Trustee an annual statement as to whether or not the Company has fulfilled its obligations under the G&R Mortgage throughout the preceding calendar year. Modification. The rights of holders of G&R Bonds may be modified with the consent of the holders of a majority of the G&R Bonds and, if less than all series of G&R Bonds are adversely affected, the consent of the holders of a majority of the G&R Bonds adversely affected (except with respect to amendments or waivers of certain provisions relating to outstanding Rate Recovery Mortgage Bonds, which generally require the consent of the holders of two-thirds of each series of Rate Recovery Mortgage Bonds affected and not of any other bonds). No modification of the terms of payment of principal, premium, if any, or interest and no modification affecting the lien of the G&R Mortgage or reducing the percentage required for modification, is effective against any holder of G&R Bonds, including the New Bonds, without such holder's consent. Book-Entry SystemG&R Bonds. Unless otherwise specified in the applicable Prospectus Supplement, the Depository Trust Company, New York, New York ("DTC"), will act as securities depository for the New Bonds. The New Bonds will be issued only as fully registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One or more fully-registered global certificates will be issued for the New Bonds representing the aggregate principal amount of such series of New Bonds, and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants (the "Direct Participants") deposit with DTC. DTC also facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Direct Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the "Indirect Participants," and together with the Direct Participants, the "Participants"). The rules applicable to DTC and its Participants are on file with the Commission. Purchases of New Bonds within the DTC system must be made by or through Direct Participants, which will receive a credit for the New Bonds on DTC's records. The ownership interest of each actual purchaser of each New Bond (a "Beneficial Owner") will, in turn , be recorded on the Direct and Indirect Participants' respective records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interest in the New Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in New Bonds except in the event that use of the book-entry system for the New Bonds is discontinued. To facilitate subsequent transfers, all New Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of the New Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the New Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such New Bonds are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to Cede & Co. If less than all of the securities of a particular series are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such series to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the New Bonds. Under its usual procedures, DTC mails an omnibus proxy (an "Omnibus Proxy") to the Participants as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the New Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, premium, if any, and interest payments on the New Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts on the relevant payment date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on such payment date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities for the accounts of customers in bearer form or registered in "street-name," and will be the responsibility of such Participant and not of DTC, the underwriters, or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest to DTC is the responsibility of the Company or the Trustee. Disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the New Bonds at any time by giving reasonable notice to the Company. Under such circumstances and in the event that a successor securities depository is not obtained, certificates for the New Bonds are required to be printed and delivered. In addition, the Company may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, certificates for the New Bonds will be printed and delivered. The Company will not have any responsibility or obligation to Participants or the persons for whom they act as nominees with respect to the accuracy of the records of DTC, its nominee or any Direct or Indirect Participant with respect to any ownership interest in the New Bonds, or with respect to payments to or the providing of notice to the Direct Participants, the Indirect Participants or the Beneficial Owners. So long as Cede & Co. is the registered owner of the New Bonds, as nominee of DTC, references herein to Holders of the New Bonds shall mean Cede & Co. or DTC and shall not mean the Beneficial Owners of the New Bonds. The information in this section concerning DTC and DTC's book-entry system has been obtained from DTC. Neither the Company, the Trustee nor the underwriters, dealers or agents takes responsibility for the accuracy or completeness thereof. RATIOS OF EARNINGS TO FIXED CHARGES The Company has calculated ratios of earnings to fixed charges pursuant to Item 503 of Commission Regulation S-K as follows: Twelve Months Ended September 30, December 31, 1995 1994 1993 1992 1991 1990 Ratio of Earnings to Fixed Charges(a) 2.19 1.91 4.68(b) 2.66 5.66(c) 2.73 _______________________ (a) "Earnings," as defined by Commission Regulation S-K, represent the aggregate of (1) net income, (2) taxes based on income, (3) investment tax credit adjustments--net and (4) fixed charges. "Fixed Charges" include interest (whether expensed or capitalized), related amortization and interest applicable to rentals charged to operating expenses. (b) Earnings for the twelve months ended December 31, 1993 include approximately $18 million related to the change in accounting principle to provide for the accrual of estimated unbilled revenues. (c) Earnings for the twelve months ended December 31, 1991 include the effect of a settlement between the Company and the Council effective October 4, 1991, that permitted the Company to defer for future recovery, and record as an asset, $90 million of previously incurred but uncollected Grand Gulf l- related costs. EXPERTS AND LEGALITY The Company's balance sheet as of December 31, 1994 and the statements of income, retained earnings, and cash flows and the related financial statement schedule for the year ended December 31, 1994, incorporated by reference in this Prospectus, have been incorporated by reference herein in reliance on the reports of Coopers & Lybrand L.L.P., independent accountants, given on the authority of that firm as experts in accounting and auditing. The financial statements and the related financial statement schedule as of December 31, 1993 and for each of the two years in the period ended December 31, 1993, incorporated in this Prospectus by reference to the Company's Annual Report on Form 10- K for the year ended December 31, 1994, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports dated February 11, 1994, which expressed an unqualified opinion and included an explanatory paragraph relating to the Company's change in methods of accounting for revenues, income taxes and post retirement benefits other than pensions, also incorporated by reference herein, and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. The legality of the New Bonds will be passed upon for the Company by Reid & Priest LLP, New York, New York and Laurence M. Hamric, General Attorney-Corporate and Securities of Entergy Services, Inc. and for any underwriters, dealers or agents by Winthrop, Stimson, Putnam & Roberts, New York, New York. However, all legal matters pertaining to the organization of the Company, titles to property, franchises and the lien of the G&R Mortgage and all matters pertaining to Louisiana law will be passed upon only by Laurence M. Hamric, Esq. The statements as to matters of law and legal conclusions made under "Description of the New Bonds" have been reviewed by Laurence M. Hamric, Esq., and, except as to "Security," by Reid & Priest LLP, New York, New York, and are set forth herein in reliance upon the opinions of said counsel, respectively, and upon their authority as experts. PLAN OF DISTRIBUTION The Company may sell the New Bonds as follows: (1) through one or more underwriters or dealers; (2) directly to a limited number of purchasers or to a single purchaser; (3) through one or more agents; or (4) through a combination of any such methods of sale. The Prospectus Supplement relating to a series of the New Bonds will set forth the terms of the offering of the New Bonds, including the name or names of any underwriters, dealers or agents, the purchase price of such New Bonds and the proceeds to the Company from such sale, any items constituting underwriters' compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If underwriters are used in the sale of the New Bonds, such New Bonds will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The underwriters with respect to a particular underwritten offering of New Bonds will be named in the applicable Prospectus Supplement relating to such offering and, if an underwriting syndicate is used, the managing underwriter or underwriters will be set forth on the cover page of such Prospectus Supplement. In connection with the sale of New Bonds, the underwriters may receive compensation from the Company or from purchasers in the form of discounts, concessions or commissions. The underwriters will be, and any dealers participating in the distribution of the New Bonds may be, deemed to be underwriters within the meaning of the Securities Act of 1933, as amended. The Company has agreed to indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended. The underwriting agreement pursuant to which any New Bonds are to be sold will provide that the obligations of the underwriters are subject to certain conditions precedent and that the underwriters will be obligated to purchase all of the New Bonds if any are purchased; provided that the agreement between the Company and the underwriter providing for the sale of the New Bonds may provide that, under certain circumstances involving a default of one or more underwriters, less than all of the New Bonds may be purchased. New Bonds may be sold directly by the Company or through agents designated by the Company from time to time. The applicable Prospectus Supplement shall set forth the name of any agent involved in the offer or sale of the New Bonds in respect of which such Prospectus Supplement is delivered as well as any commissions payable by the Company to such agent. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. If so indicated in the applicable Prospectus Supplement, the Company will authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase New Bonds from the Company at the public offering price set forth in such Prospectus Supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts will be subject to those conditions set forth in the applicable Prospectus Supplement, and such Prospectus Supplement will set forth the commission payable for solicitation of such contracts. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Each Initial Additional Sale Sale Filing fees_Securities and Exchange Commission: Registration Statement $ 22,414 $ - *Rating Agencies' fees 27,000 21,000 *Trustees' fees 5,000 5,000 *Fees of Company's Counsel 30,000 20,000 *Fees of Entergy Services, Inc. 30,000 20,000 *Accountants' fees 25,000 20,000 *Printing and engraving costs 18,000 18,000 *Miscellaneous expenses (including 20,000 15,000 blue-sky expense) -------- -------- *Total Expenses $177,000 $119,000 ======== ======== ___________________ * Estimated Item 15. Indemnification of Directors and Officers. The Company has insurance covering its expenditures which might arise in connection with its lawful indemnification of its directors and officers for certain of their liabilities and expenses. Directors and officers of the Company also have insurance which insures them against certain other liabilities and expenses. The corporation laws of Louisiana permit indemnification of directors and officers in a variety of circumstances, which may include liabilities under the Securities Act of 1933, as amended (the "Securities Act"), and under the Company's Restatement of Articles of Incorporation, as amended, its officers and directors may generally be indemnified to the full extent of such laws. Item 16. List of Exhibits.* 1 Form of Underwriting Agreement(s) for the New Bonds. Mortgage and Deed of Trust, as amended by five **4(a) Supplemental Indentures (filed, respectively, as exhibits and in the file numbers indicated: A-2(c) to Rule 24 Certificate in 70-7350 (Mortgage); A- 5(b) to Rule 24 Certificate in 70-7350 (First); A- 4(b) to Rule 24 Certificate in 70-7448 (Second); 4(b)4 to Form 10-K for year ended 1992 in 0-5807 (Third); 4(a) to Form 10-Q for the quarter ended September 30, 1993 in 0-5807 (Fourth); and 4(a) to Form 8-K dated April 26, 1995 in 0-5807 (Fifth). 4(b) Form of additional Supplemental Indenture(s) for the New Bonds. 5(a) Opinion of Laurence M. Hamric, Esq., counsel for the Company, as to the legality of the securities being registered. Opinion of Reid & Priest LLP, New York, counsel for 5(b) the Company, as to the legality of the securities being registered. **12 Computation of Ratios of Earnings to Fixed Charges (filed as Exhibit 12(e) to the Company's Annual Report on Form 10-K for the period ended December 31, 1994 and Exhibit 99(e) to the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995, respectively, in 0-5807). Consent of Laurence M. Hamric, Esq. (included in 23(a) Exhibit 5(a)). Consent of Reid & Priest LLP (included in Exhibit 23(b) 5(b)). Consent of Coopers & Lybrand L.L.P (filed 23(c) herewith). Consent of Deloitte & Touche LLP (filed herewith). 23(d) 24 Power of Attorney (See signature page of Registration Statement.) Form T-1 Statement of Eligibility and Qualification 25(a) under the Trust Indenture Act of 1939 of Bank of Montreal Trust Company, Corporate Trustee. Form T-2 Statement of Eligibility and Qualification 25(b) under the Trust Indenture Act of 1939 of Mark F. McLaughlin, Co-Trustee. ___________________ * Reference is made to a duplicate list of exhibits being filed as a part of the Registration Statement, which list, in accordance with Item 102 of Regulation S-T of the Commission, immediately precedes the exhibits being physically filed with the Registration Statement. * Incorporated herein by reference as indicated. * Item 17. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that (i) and (ii) do not apply if the information required to be included in a post-effective amendment is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497h under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (6) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in said Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Orleans, State of Louisiana, on the 17th day of January, 1996. NEW ORLEANS PUBLIC SERVICE INC. By /s/ Edwin Lupberger Edwin Lupberger, Chairman of the Board, Chief Executive Officer and Director Date: January 17, 1996 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each director and/or officer of the registrant whose signature appears below hereby appoints William J. Regan, Jr., Laurence M. Hamric and Ann G. Roy, and each of them severally, as his attorney-in-fact to sign in his name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, any and all amendments, including post- effective amendments, to this registration statement, and the registrant hereby also appoints each such named person as its attorney-in-fact with like authority to sign and file any such amendments in its name and behalf. Signature Title Date /s/ Edwin Lupberger Chairman of the Board, January 17, 1996 Edwin Lupberger Chief Executive Officer and Director (Principal Executive Officer) Executive Vice President, January 17, 1996 Chief Financial Officer 1996 Gerald D. McInvale and Director (Principal Financial Officer) /s/ Louis E. Buck, Jr. Vice President and Chief January 17, 1996 Louis E. Buck, Jr. Accounting Officer (Principal Accounting Officer) /s/ John J. Cordaro Director January 17, 1996 John J. Cordaro /s/ Jerry D. Jackson Director January 17, 1996 Jerry D. Jackson /s/ Jerry L. Maulden Director January 17, 1996 Jerry L. Maulden EX-1 2 Exhibit 1 NEW ORLEANS PUBLIC SERVICE INC. [$__________] General and Refunding Mortgage Bonds [_____%] Series due [_______________] UNDERWRITING AGREEMENT [_______________] [UNDERWRITER] [ADDRESS] Ladies and Gentlemen: The undersigned, New Orleans Public Service Inc., a Louisiana corporation (the "Company"), proposes to issue and sell to you, as Underwriter, an aggregate of [$__________] principal amount of the Company's General and Refunding Mortgage Bonds, [_____%] Series due [_______________] (the "Bonds"), as follows: SECTION 1. Purchase and Sale. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company shall issue and sell to each of the Underwriters, and each Underwriter shall purchase from the Company, at the time and place herein specified, the Bonds at [_____%] of the principal amount of the Bonds plus accrued interest thereon from [_______________], to the Closing Date (as defined herein). SECTION 2. Description of Bonds. The Bonds shall be issued under and pursuant to the Company's Mortgage and Deed of Trust, dated as of May 1, 1987 with Bank of Montreal Trust Company, as Corporate Trustee, and Mark F. McLaughlin (successor to Z. George Klodnicki), as Co-Trustee (the Co-Trustee, together with the Corporate Trustee, are hereinafter called the "Trustees"), as supplemented and as the same shall be further supplemented by the [______] Supplemental Indenture, dated as of [______________] (the "Supplemental Indenture"). Said Mortgage and Deed of Trust, as supplemented and as the same shall be further supplemented by the Supplemental Indenture, is hereinafter referred to as the "Mortgage". The Bonds and the Supplemental Indenture shall have the terms and provisions described in the Prospectus hereinafter referred to, provided that subsequent to the date hereof and prior to the Closing Date the form of the Supplemental Indenture may be amended by mutual agreement between the Company and you. SECTION 3. Representations and Warranties of the Company. The Company represents and warrants to you that: (a) The Company is duly organized and validly existing as a corporation in good standing under the laws of the State of Louisiana and has the necessary corporate power and authority to conduct the business which it is described in the Prospectus (hereinafter defined) as conducting and to own and operate the properties owned and operated by it in such business. (b) The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement (as defined below) on Form S-3 (File No. 33-57926) for the registration of [$__________] aggregate principal amount of the Company's General and Refunding Mortgage Bonds (the "General and Refunding Mortgage Bonds") under the Securities Act of 1933, as amended (the "Securities Act"), and the Registration Statement has become effective. The prospectus forming a part of the Registration Statement at the time the Registration Statement became effective, including all documents incorporated by reference therein at that time pursuant to Item 12 of Form S-3, is hereinafter referred to as the "Basic Prospectus". In the event that the Basic Prospectus shall have been amended, revised or supplemented (but excluding any amendments, revisions or supplements to the Basic Prospectus relating solely to General and Refunding Mortgage Bonds other than the Bonds) prior to the time of effectiveness of this Underwriting Agreement, and with respect to any documents filed by the Company pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the time the Registration Statement became effective and up to the time of effectiveness of this Underwriting Agreement (but excluding documents incorporated therein by reference relating solely to General and Refunding Mortgage Bonds other than the Bonds), which documents are deemed to be incorporated by reference in the Basic Prospectus, the term "Basic Prospectus" as used herein shall also mean such prospectus as so amended, revised or supplemented. The Registration Statement in the form in which it became effective and as it may have been amended by any amendment thereto included in the Basic Prospectus (including for these purposes as an amendment any document incorporated by reference in the Basic Prospectus), and the Basic Prospectus as it shall be supplemented to reflect the terms of offering and sale of the Bonds by a prospectus supplement (a "Prospectus Supplement") to be filed with, or transmitted for filing to, the Commission pursuant to Rule 424 under the Securities Act ("Rule 424"), are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively. (c) (i) After the time of effectiveness of this Underwriting Agreement and during the time specified in Section 6(d), the Company will not file any amendment to the Registration Statement (except any amendment relating solely to General and Refunding Mortgage Bonds other than the Bonds) or supplement to the Prospectus and (ii) between the time of effectiveness of this Underwriting Agreement and the Closing Date, the Company will not file any document that is to be incorporated by reference in, or any supplement (including the Prospectus Supplement) to, the Basic Prospectus, in either case, without prior notice to you and to Winthrop, Stimson, Putnam & Roberts ("Counsel for the Underwriter"), and (iii) within either of the time periods specified in clauses (i) or (ii), the Company will not file any such amendment or supplement to which said Counsel shall reasonably object on legal grounds in writing. For purposes of this Underwriting Agreement, any document that is filed with the Commission after the time of effectiveness of this Underwriting Agreement and incorporated by reference in the Prospectus (except documents incorporated by reference relating solely to General and Refunding Mortgage Bonds other than the Bonds) pursuant to Item 12 of Form S-3 shall be deemed a supplement to the Prospectus. (d) The Registration Statement, in the form in which it became effective, and the Mortgage, at such effective time, fully complied, and the Prospectus, when filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Date (hereinafter defined), as it may then be amended or supplemented, will fully comply, in all material respects with the applicable provisions of the Securities Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder or pursuant to said rules and regulations are or will be deemed to comply therewith. The documents incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, on the date such documents were first filed with the Commission pursuant to the Exchange Act, fully complied or will fully comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations of the Commission thereunder or pursuant to said rules and regulations are or will be deemed to comply therewith. On the later of (i) the date the Registration Statement was declared effective by the Commission under the Securities Act or (ii) the date that the Company's most recent Annual Report on Form 10-K was filed with the Commission under the Exchange Act (the date described in either clause (i) or (ii) is hereinafter referred to as the "Effective Date"), the Registration Statement did not, and on the date that any post-effective amendment to the Registration Statement became or becomes effective (but excluding any post-effective amendment relating solely to General and Refunding Mortgage Bonds other than the Bonds), the Registration Statement, as amended by any such post-effective amendment, did not or will not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the time the Prospectus is filed with, or transmitted for filing to, the Commission pursuant to Rule 424 and at the Closing Date, the Prospectus as it may be amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and on said dates and at such times the documents then incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, when read together with the Prospectus, or the Prospectus as it may then be amended or supplemented, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. The foregoing representations and warranties in this paragraph (c) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company by you or on your behalf specifically for use in connection with the preparation of the Registration Statement or the Prospectus, as they may be amended or supplemented, or to any statements in, or omissions from, the statements of eligibility, as either may be amended, under the Trust Indenture Act, of the Trustees under the Mortgage. (e) The issuance and sale of the Bonds and the fulfillment of the terms of this Underwriting Agreement will not result in a breach of any term or provision of, or constitute a default under, the Mortgage or any other financing agreement or instrument to which the Company is now a party. (f) Except as set forth or contemplated in the Prospectus as it may be amended or supplemented, the Company possesses adequate franchises, licenses, permits, and other rights to conduct its business and operations as now conducted, without any known conflicts with the rights of others which could have a material adverse effect on the Company. SECTION 4. Offering. The Company is advised by you that you propose to make a public offering of the Bonds as soon after the time of effectiveness of this Underwriting Agreement as in your judgment is advisable. The Company is further advised by you that the Bonds will be offered to the public at the initial public offering price specified in the Prospectus Supplement plus accrued interest thereon from [_______________] to the Closing Date. SECTION 5. Time and Place of Closing. Delivery of the Bonds and payment of the purchase price therefor by wire transfer of immediately available funds shall be made at the offices of Reid & Priest LLP, 40 West 57th Street, New York, New York, at 10:00 A.M., New York time, on [_____________], or at such other time on the same or such other day as shall be agreed upon by the Company and you. The hour and date of such delivery and payment are herein called the "Closing Date". The Bonds shall be delivered to you in book-entry form through the facilities of The Depository Trust Company in New York, New York. The certificates for the Bonds shall be in the form of one or more typewritten bonds in fully registered form, in the aggregate principal amount of the Bonds, and registered in the name of Cede & Co., as nominee of The Depository Trust Company. The Company agrees to make the Bonds available to you for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date at such place as may be agreed upon between you and the Company, or at such other time and/or date as may be agreed upon between you and the Company. SECTION 6. Covenants of the Company. The Company covenants and agrees with you that: (a) Not later than the Closing Date, the Company will deliver to you a copy of the Registration Statement, as originally filed with the Commission, and of all amendments thereto relating to the Bonds, certified by an officer of the Company to be in the form filed. (b) The Company will deliver to you as many copies of the Prospectus (and any amendments or supplements thereto) as you may reasonably request. (c) The Company will cause the Prospectus to be filed with, or transmitted for filing to, the Commission pursuant to and in compliance with Rule 424(b) and will advise you promptly of the issuance of any stop order under the Securities Act with respect to the Registration Statement or the institution of any proceedings therefor of which the Company shall have received notice. The Company will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof if issued. (d) During such period of time after this Underwriting Agreement shall have become effective as you are required by law to deliver a prospectus, if any event relating to or affecting the Company, or of which the Company shall be advised by you in writing, shall occur which in the Company's opinion should be set forth in a supplement or amendment to the Prospectus in order to make the Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser of the Bonds, the Company will amend or supplement, or cause to be amended or supplemented, the Prospectus by either (i) preparing and filing with the Commission and furnishing to you a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Prospectus, or (ii) making an appropriate filing pursuant to Section 13, 14 or 15(d) of the Exchange Act, which will supplement or amend the Prospectus, so that, as supplemented or amended, it will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading. Unless such event relates solely to your activities (in which case you shall assume the expense of preparing any such amendment or supplement), the expenses of complying with this Section 6(d) shall be borne by the Company until the expiration of nine months from the date of the Prospectus, and such expenses shall be borne by you thereafter. (e) The Company will make generally available to its security holders, as soon as practicable, an earning statement (which need not be audited) covering a period of at least twelve months beginning after the "effective date of the registration statement" within the meaning of Rule 158 under the Securities Act, which earning statement shall be in such form, and be made generally available to security holders in such a manner, so as to meet the requirements of the last paragraph of Section 11(a) of the Securities Act and Rule 158 promulgated under the Securities Act. (f) At any time within six months of the date hereof, the Company will furnish such proper information as may be lawfully required and otherwise will cooperate in qualifying the Bonds for offer and sale under the "blue sky" laws of such jurisdictions as you may reasonably designate, provided that the Company shall not be required to qualify as a foreign corporation or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or to meet any other requirements deemed by it to be unduly burdensome. (g) The Company will, except as herein provided, pay or cause to be paid all expenses and taxes (except transfer taxes) in connection with (i) the preparation and filing of the Registration Statement and any post-effective amendments thereto, (ii) the printing, issuance and delivery of the Bonds and the preparation, execution, printing and recordation of the Supplemental Indenture, (iii) legal fees and expenses relating to the qualification of the Bonds under the "blue sky" laws of various jurisdictions and the determination of the eligibility of the Bonds for investment under the laws of various jurisdictions in an amount not to exceed $3,500, (iv) the printing and delivery to you of reasonable quantities of copies of the Registration Statement, the Preliminary (and any Supplemental) Blue Sky Survey and the Prospectus and any amendment or supplement thereto, except as otherwise provided in paragraph (d) of this Section 6, (v) fees of the rating agencies in connection with the rating of the Bonds, and (vi) fees (if any) of the National Association of Securities Dealers, Inc. in connection with its review of the terms of the offering. Except as provided above, the Company shall not be required to pay any amount for any of your expenses, except that, if this Underwriting Agreement shall be terminated in accordance with the provisions of Section 7, 8 or 11, the Company will reimburse you for (i) the fees and expenses of Counsel for the Underwriter, whose fees and expenses you agree to pay in any other event, and (ii) reasonable out-of-pocket expenses, in an amount not exceeding in the aggregate $15,000, incurred in contemplation of the performance of this Underwriting Agreement. The Company shall not in any event be liable to you for damages on account of loss of anticipated profits. (h) The Company will not sell any additional General and Refunding Mortgage Bonds without your consent until the earlier to occur of (i) the Closing Date or (ii) the date of the termination of the fixed price offering restrictions applicable to you. You agree to notify the Company of such termination if it occurs prior to the Closing Date. (i) As soon as practicable after the Closing Date, the Company will make all recordings, registrations and filings necessary to perfect and preserve the lien of the Mortgage and the rights under the Supplemental Indenture, and the Company will use its best efforts to cause to be furnished to you a supplemental opinion of counsel for the Company, addressed to you, stating that all such recordings, registrations and filings have been made. SECTION 7. Conditions of Underwriter's Obligations. Your obligations to purchase and pay for the Bonds shall be subject to the accuracy on the date hereof and on the Closing Date of the representations and warranties made herein on the part of the Company and of any certificates furnished by the Company and to the following conditions: (a) The Prospectus shall have been filed with, or transmitted for filing to, the Commission pursuant to Rule 424(b) prior to 5:30 P.M., New York time, on the second business day following the date of this Underwriting Agreement, or such other time and date as may be agreed upon by the Company and you. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect at or prior to the Closing Date; no proceedings for such purpose shall be pending before, or, to your knowledge or the knowledge of the Company, threatened by, the Commission on the Closing Date; and you shall have received a certificate of the Company, dated the Closing Date and signed by the President or a Vice President of the Company, to the effect that no such stop order has been or is in effect and that no proceedings for such purpose are pending before, or, to the knowledge of the Company, threatened by, the Commission. (c) Prior to 6:00 P.M., New York time, on the second business day after the effective date of the Underwriting Agreement, or at such later time and date as may be approved by you, there shall have been issued, and at the Closing Date there shall be in full force and effect, a resolution or resolutions of the Council of the City of New Orleans, Louisiana, authorizing the issuance and sale of the Bonds. (d) At the Closing Date, you shall have received from Laurence M. Hamric, Esq., General Attorney, Corporate and Securities, Entergy Services, Inc. and Reid & Priest LLP, each counsel to the Company, opinions, dated the Closing Date, substantially in the forms set forth in Exhibits A and B hereto, respectively, (i) with such changes therein as may be agreed upon by the Company and you with the approval of Counsel for the Underwriter, and (ii) if the Prospectus shall be supplemented after being furnished to you for use in offering the Bonds, with changes therein to reflect such supplementation. (e) At the Closing Date, you shall have received from Counsel for the Underwriter, an opinion, dated the Closing Date, substantially in the form set forth in Exhibit C hereto, with such changes therein as may be necessary to reflect any supplementation of the Prospectus prior to the Closing Date. (f) On or prior to the effective date of this Underwriting Agreement, you shall have received from Coopers & Lybrand L.L.P., the Company's independent certified public accountants (the "Accountants"), a letter dated the date hereof and addressed to you to the effect that (i) they are independent certified public accountants with respect to the Company, within the meaning of the Securities Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the financial statements and financial statement schedules audited by them and included or incorporated by reference in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, and the related published rules and regulations thereunder; (iii) on the basis of performing the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 71, Interim Financial Information, on the latest unaudited financial statements, if any, included or incorporated by reference in the Prospectus, a reading of the latest available interim unaudited financial statements of the Company, the minutes of the meetings of the Board of Directors of the Company, the Executive Committee thereof, and the stockholder(s) of the Company, since December 31, 1994 to a specified date not more than five days prior to the date of such letter or letters, and inquiries of officers of the Company who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an examination made in accordance with generally accepted auditing standards and that they would not necessarily reveal matters of significance with respect to the comments made in such letter and, accordingly, that the Accountants make no representations as to the sufficiency of such procedures for your purposes), nothing has come to their attention which caused them to believe that, to the extent applicable, (A) unaudited financial statements of the Company included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations thereunder; (B) any material modifications should be made to said unaudited financial statements for them to be in conformity with generally accepted accounting principles; and (C) at a specified date not more than five business days prior to the date of the letter, there was any change in the capital stock or long-term debt of the Company, or decrease in its net assets, in each case as compared with amounts shown in the most recent balance sheet incorporated by reference in the Prospectus, except in all instances for changes or decreases which the Prospectus discloses have occurred or may occur, for declarations of dividends, for the repayment or redemption of long-term debt, for the amortization of premium or discount on long-term debt, for the redemption or purchase of preferred stock for sinking fund purposes, for any increases in long-term debt in respect of previously issued pollution control, solid waste disposal or industrial development revenue bonds, or for changes or decreases as set forth in such letter, identifying the same and specifying the amount thereof; and (iv) stating that they have compared specific dollar amounts, percentages of revenues and earnings and other financial information pertaining to the Company set forth in the Prospectus and specified in Exhibit D hereto to the extent that such amounts, numbers, percentages and information may be derived from the general accounting records of the Company, and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter, and found them to be in agreement. (g) At the Closing Date, you shall have received a certificate of the Company, dated the Closing Date and signed by the President or a Vice President of the Company, to the effect that (i) the representations and warranties of the Company contained herein are true and correct, (ii) the Company has performed and complied with all agreements and conditions in this Underwriting Agreement to be performed or complied with by the Company at or prior to the Closing Date, and (iii) since the most recent date as of which information is given in the Prospectus, as it may be amended or supplemented, there has not been any material adverse change in the business, property or financial condition of the Company, and there has not been any material transaction entered into by the Company, other than transactions in the ordinary course of business, in each case other than as referred to in, or contemplated by, such Prospectus, as it may be amended or supplemented. (h) At the Closing Date, you shall have received duly executed counterparts of the Supplemental Indenture. (i) At the Closing Date, you shall have received from the Accountants a letter, dated the Closing Date, confirming, as of a date not more than five business days prior to the Closing Date, the statements contained in the letter delivered pursuant to Section 7(f) hereof. (j) At the Closing Date, you shall have received from Deloitte & Touche LLP a letter, dated the Closing Date, with respect to certain financial information contained in the Prospectus, as mutually agreed to by you and the Company. (k) Between the date hereof and the Closing Date, no Default (or an event which, with the giving of notice or the passage of time or both, would constitute a Default) under the Mortgage shall have occurred. (l) Between the date hereof and the Closing Date, neither Moody's Investors Service, Inc. nor Standard and Poor's Ratings Group shall have lowered its rating of the Company's outstanding General and Refunding Mortgage Bonds or First Mortgage Bonds in any respect. (m) Between the date hereof and the Closing Date, no other event shall have occurred with respect to or otherwise affecting the Company, which, in your reasonable opinion, materially impairs the investment quality of the Bonds. (n) All legal matters in connection with the issuance and sale of the Bonds shall be satisfactory in form and substance to Counsel for the Underwriter. (o) The Company will furnish you with additional conformed copies of such opinions, certificates, letters and documents as you may reasonably request. If any of the conditions specified in this Section shall not have been fulfilled, this Underwriting Agreement may be terminated by you upon notice thereof to the Company. Any such termination shall be without liability of any party to any other party, except as otherwise provided in paragraph (g) of Section 6 and in Section 10. SECTION 8. Conditions of the Company's Obligations. The obligations of the Company hereunder shall be subject to the following conditions: (a) The Prospectus shall have been filed with, or transmitted for filing to, the Commission pursuant to Rule 424(b) prior to 5:30 P.M., New York time, on the second business day following the date of this Underwriting Agreement, or such other time and date determined by the Company and approved by you. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect at or prior to the Closing Date, and no proceedings for that purpose shall be pending before, or threatened by, the Commission on the Closing Date. (c) Prior to 6:00 P.M., New York time, on the second business day after the effective date of the Underwriting Agreement, or at such later time and date as may be approved by you, there shall have been issued, and at the Closing Date there shall be in full force and effect, a resolution or resolutions of the Council of the City of New Orleans, Louisiana, authorizing the issuance and sale of the Bonds. In case any of the conditions specified in this Section shall not have been fulfilled, this Underwriting Agreement may be terminated by the Company upon notice thereof to you, provided that, in the case of paragraph (a) above, the Company shall have used its best efforts to comply with the requirements of Rule 424(b). Any such termination shall be without liability of any party to any other party, except as otherwise provided in paragraph (g) of Section 6 and in Section 10. SECTION 9. Indemnification. (a) The Company shall indemnify, defend and hold harmless you and each person who controls you within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which you or any of them may become subject under the Securities Act or any other statute or common law and shall reimburse you and any such controlling person for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as amended or supplemented, or the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, or upon an untrue statement or alleged untrue statement of a material fact contained in the Basic Prospectus (if used prior to the date the Prospectus is filed with, or transmitted for filing to, the Commission pursuant to Rule 424), or the Prospectus, as amended or supplemented (if any amendments or supplements thereto shall have been made), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this paragraph shall not apply to any such losses, claims, damages, liabilities, expenses or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with information furnished herein or in writing to the Company by you specifically for use in connection with the preparation of the Basic Prospectus (if used prior to the date the Prospectus is filed with, or transmitted for filing to, the Commission pursuant to Rule 424) or the Registration Statement or the Prospectus or any amendment or supplement to any thereof or arising out of, or based upon, statements in or omissions from that part of the Registration Statement which shall constitute the statements of eligibility under the Trust Indenture Act of the Trustees; and provided further, that the indemnity agreement contained in this subsection shall not inure to your benefit or to the benefit of any person controlling you on account of any such losses, claims, damages, liabilities, expenses or actions arising from the sale of Bonds to any person in respect of the Basic Prospectus or the Prospectus, as supplemented or amended furnished by you to a person to whom any of the Bonds were sold (excluding in both cases, however, any document then incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form S- 3), insofar as such indemnity relates to any untrue or misleading statement or omission made in the Basic Prospectus or the Prospectus but eliminated or remedied prior to the consummation of such sale in the Prospectus, or any amendment or supplement thereto furnished pursuant to Section 6(d) hereof, respectively, unless a copy of the Prospectus (in the case of such a statement or omission made in the Basic Prospectus) or such amendment or supplement (in the case of such a statement or omission made in the Prospectus) (excluding, however, any amendment or supplement to the Basic Prospectus relating to any General and Refunding Mortgage Bonds other than the Bonds and any document incorporated or deemed incorporated by reference in the Prospectus or such amendment or supplement) is furnished by you to such person (i) with or prior to the written confirmation of the sale involved or (ii) as soon as available after such written confirmation. (b) You shall indemnify, defend and hold harmless the Company, its directors and officers and each person who controls any of the foregoing within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or any other statute or common law and shall reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any action, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as amended or supplemented, or the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, or upon an untrue statement or alleged untrue statement of a material fact contained in, the Basic Prospectus (if used prior to the date the Prospectus is filed with, or transmitted for filing to, the Commission pursuant to Rule 424(b)), or the Prospectus, as amended or supplemented (if any amendments or supplements thereto shall have been furnished), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, if (but only if) such statement or omission was made in reliance upon and in conformity with information furnished herein or in writing to the Company by you specifically for use in connection with the preparation of the Basic Prospectus (if used prior to the date the Prospectus is filed with, or transmitted for filing to, the Commission pursuant to Rule 424(b)) or of the Registration Statement or the Prospectus or any amendment or supplement thereto. (c) In case any action shall be brought, based upon the Registration Statement, the Basic Prospectus or the Prospectus (including amendments or supplements thereto), against any party or parties in respect of which indemnity may be sought pursuant to any of the preceding paragraphs, such party or parties (hereinafter called the indemnified party) shall promptly notify the party or parties against whom indemnity shall be sought hereunder (hereinafter called the indemnifying party) in writing, and the indemnifying party shall have the right to participate at its own expense in the defense or, if it so elects, to assume (in conjunction with any other indemnifying party) the defense thereof, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses. If the indemnifying party shall elect not to assume the defense of any such action, the indemnifying party shall reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by such indemnified party. Such indemnified party shall have the right to employ separate counsel in any such action in which the defense has been assumed by the indemnifying party and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of counsel has been specifically authorized by the indemnifying party or (ii) the named parties to any such action (including any impleaded parties) include each of such indemnified party and the indemnifying party and such indemnified party shall have been advised by such counsel that a conflict of interest between the indemnifying party and such indemnified party may arise and for this reason it is not desirable for the same counsel to represent both the indemnifying party and the indemnified party (it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such indemnified party (plus any local counsel retained by such indemnified party in its reasonable judgment). The indemnified party shall be reimbursed for all such fees and expenses as they are incurred. The indemnifying party shall not be liable for any settlement of any such action effected without its consent, but if any such action is settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) If the indemnification provided for under subsections (a), (b) or (c) in this Section 9 is unavailable to an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and you from the offering of the Bonds or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of you on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and you on the other shall be deemed to be in the same proportion as the total proceeds from the offering (after deducting underwriting discounts and commissions but before deducting expenses) to the Company bear to the total underwriting discounts and commissions received by you, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company on the one hand and of you on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by you and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and you agree that it would not be just and equitable if contribution pursuant to this Section 9(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9(d), you shall not be required to contribute any amount in excess of the amount by which the total price at which the Bonds underwritten by you and distributed to the public were offered to the public exceeds the amount of any damages which you have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. SECTION 10. Survival of Certain Representations and Obligations. Any other provision of this Underwriting Agreement to the contrary notwithstanding, (a) the indemnity and contribution agreements contained in Section 9 of, and the representations and warranties and other agreements of the Company contained in, this Underwriting Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on your behalf or by or on behalf of the Company or its directors or officers, or any of the other persons referred to in Section 9 hereof and (ii) acceptance of and payment for the Bonds and (b) the indemnity and contribution agreements contained in Section 9 shall remain operative and in full force and effect regardless of any termination of this Underwriting Agreement. SECTION 11. Termination. This Underwriting Agreement shall be subject to termination by notice given by written notice from you to the Company, if (a) after the execution and delivery of this Underwriting Agreement and prior to the Closing Date (i) trading generally shall have been suspended on the New York Stock Exchange by The New York Stock Exchange, Inc., the Commission or other governmental authority, (ii) minimum or maximum ranges for prices shall have been generally established on the New York Stock Exchange by The New York Stock Exchange, Inc., the Commission or other governmental authority, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities, or (iv) there shall have occurred any material outbreak or escalation of hostilities or any calamity or crisis that, in your judgment, is material and adverse and (b) in the case of any of the events specified in clauses (a) (i) through (iv), such event singly or together with any other such event makes it, in your reasonable judgment, impracticable to market the Bonds. This Underwriting Agreement shall also be subject to termination, upon notice by you as provided above, if, in your judgment, the subject matter of any amendment or supplement (prepared by the Company) to the Prospectus (except for information relating solely to the manner of public offering of the Bonds or to your activity or to the terms of any series of General and Refunding Mortgage Bonds not included in the Bonds) filed or issued after the effectiveness of this Underwriting Agreement by the Company shall have materially impaired the marketability of the Bonds. Any termination hereof, pursuant to this Section 11, shall be without liability of any party to any other party, except as otherwise provided in paragraph (g) of Section 6 and in Section 10. SECTION 12. Miscellaneous. THIS UNDERWRITING AGREEMENT SHALL BE A NEW YORK CONTRACT AND ITS VALIDITY AND INTERPRETATION SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Underwriting Agreement may be executed in any number of separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, taken together, shall constitute but one and the same agreement. This Underwriting Agreement shall become effective at the time a fully-executed copy thereof is delivered to the Company and to you. This Underwriting Agreement shall inure to the benefit of each of the Company, you and, with respect to the provisions of Section 9, each director, officer and other persons referred to in Section 9, and their respective successors. Should any part of this Underwriting Agreement for any reason be declared invalid, such declaration shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Underwriting Agreement had been executed with the invalid portion thereof eliminated. Nothing herein is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of any provision in this Underwriting Agreement. The term "successor" as used in this Underwriting Agreement shall not include any purchaser, as such purchaser, of any Bonds from you. SECTION 13. Notices. All communications hereunder shall be in writing and, if to you, shall be mailed or delivered to you to the attention of your General Counsel at the address set forth at the beginning of this Underwriting Agreement or, if to the Company, shall be mailed or delivered to it at 639 Loyola Avenue, New Orleans, Louisiana 70113, Attention: Treasurer. Very truly yours, NEW ORLEANS PUBLIC SERVICE INC. By:/s/ [ ] Name: [ ] Title: [ ] Accepted as of the date first above written: UNDERWRITER By:/s/ [ ] Name: [ ] Title: [ ] EXHIBIT A [Letterhead of Entergy Services, Inc.] [_____________] [UNDERWRITER] [ADDRESS] Ladies and Gentlemen: I, together with Reid & Priest LLP, have acted as counsel for New Orleans Public Service Inc. (the "Company") in connection with the issuance and sale by the Company to you, pursuant to the agreement effective [] (the "Underwriting Agreement"), between the Company and you, of [$__________] in aggregate principal amount of its General and Refunding Mortgage Bonds, ____% Series due [_____________] (the "Bonds"), issued pursuant to the Company's Mortgage and Deed of Trust, dated as of May 1, 1987, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including the [______]] Supplemental Indenture (the "Supplemental Indenture") dated as of [_____________] (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the "Mortgage"). This opinion is rendered to you at the request of the Company. I am familiar with the organization of the Company, the Restatement of Articles of Incorporation and By-Laws of the Company, both as amended, and the records of various corporate and other proceedings relating to the authorization, issuance and sale of the Bonds. I have participated in the preparation of or have examined and are familiar with (a) the Mortgage; (b) the Underwriting Agreement; (c) the Registration Statement and the Prospectus filed under the Securities Act; (d) the application or applications made to the Council of the City of New Orleans, Louisiana, in connection with the issuance and sale of the Bonds (the "Application"); and (e) [the Continuing Disclosure Agreement]. I have examined the order of the Securities and Exchange Commission (the "Commission") (or appropriate evidence thereof) relating to the effectiveness of the Registration Statement, the qualification of the Mortgage under the Trust Indenture Act and the Application. I have also examined such other documents and satisfied myself as to such other matters as we have deemed necessary in order to render this opinion. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of the documents submitted to us as certified or photostatic copies. I have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of Bank of Montreal Trust Company as to the authentication and delivery thereof. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. Upon the basis of our familiarity with the foregoing and with the Company's properties and affairs generally, and subject to the foregoing and to the further exceptions and qualifications set forth below, I am of the opinion that: (1) The Company is a corporation duly organized and validly existing under the laws of the State of Louisiana. (2) The Company is duly authorized by its Restatement of Articles of Incorporation, as amended, to conduct the utility business which it is described in the Prospectus as conducting, and possesses adequate, valid and subsisting franchises, certificates of public convenience and necessity, licenses and permits in order to, and is duly qualified to, conduct such business in the State of Louisiana. (3) The Company has good and sufficient title to the properties described as owned by it in and as subject to the lien of the Mortgage (except properties released under the terms of the Mortgage), subject only to Excepted Encumbrances as defined in the Mortgage and to minor defects and encumbrances customarily found in properties of like size and character that do not materially impair the use of such properties by the Company. The description of such properties set forth in the Mortgage is adequate to constitute the Mortgage as a lien thereon; subject to paragraph (4) hereof, the Mortgage, subject only to such minor defects and Excepted Encumbrances, constitutes a valid and direct lien upon said properties, which include substantially all of the permanent physical properties and franchises of the Company (other than those expressly excepted). All permanent physical properties and franchises (other than those expressly excepted) acquired by the Company after the date of the Supplemental Indenture will, upon such acquisition, become subject to the lien of the Mortgage, subject, however, to such Excepted Encumbrances and to liens, if any, existing or placed thereon at the time of the acquisition thereof by the Company and except as limited by bankruptcy law. (4) It will be necessary to record the Supplemental Indenture in Orleans and St. Bernard Parishes in Louisiana and to file with the Recorder of Mortgages for the Parish of Orleans, Louisiana, a Louisiana Form UCC-3 amending UCC File No. 36-72304 to include the Supplemental Indenture before the liens created by the Supplemental Indenture become effective as to and enforceable against third parties. However, all permanent physical properties and franchises of the Company (other than those expressly excepted in the Mortgage) presently owned by the Company are subject to the lien of the Mortgage, subject to minor defects and Excepted Encumbrances of the character referred to in paragraph (3) hereof. (5) The Mortgage has been duly and validly authorized by all necessary corporate action on the part of the Company, has been duly and validly executed and delivered by the Company, is a legal, valid and binding instrument enforceable against the Company in accordance with its terms, except (i) as the same may be limited by the laws of the State of Louisiana, where the property covered thereby is located, affecting the remedies for the enforcement of the security provided for therein, which laws do not, in our opinion, make inadequate remedies necessary for the realization of the benefits of such security, and (ii) as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to our knowledge, threatened by the Commission. (6) The Bonds are legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and are entitled to the benefit of the security afforded by the Mortgage. (7) The statements made in the Prospectus and the Prospectus Supplement under the captions "Description of the New G&R Bonds" and "Description of the New Bonds," respectively, insofar as they purport to constitute summaries of the documents referred to therein, or of the benefits purported to be afforded by such documents (including, without limitation, the lien of the Mortgage), constitute accurate summaries of the terms of such documents and of such benefits in all material respects. (8) The Underwriting Agreement has been duly authorized, executed and delivered by the Company. (9) Except as to the financial statements and other financial or statistical data included or incorporated by reference therein, upon which I do not express an opinion, the Registration Statement, at the time it became effective, and the Prospectus, at the time first filed with the Commission pursuant to Rule 424 under the Securities Act, complied as to form in all material respects with the applicable requirements of the Securities Act and (except with respect to the parts of the Registration Statement that constitute the statements of eligibility of the Trustees, upon which I do not express an opinion) the Trust Indenture Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; and, with respect to the documents or portions thereof filed with the Commission pursuant to the Exchange Act, and incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, such documents or portions thereof, on the date first filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; the Registration Statement has become and is effective under the Securities Act; and, to the best of my knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for a stop order with respect thereto are pending or threatened under Section 8(d) of the Securities Act. (10) An appropriate resolution or resolutions have been entered by the Council of the City of New Orleans, Louisiana, authorizing the issuance and sale of the Bonds; to the best of my knowledge, said resolution or resolutions are in full force and effect and are not subject to any pending appeal or request for rehearing or reconsideration; such resolution or resolutions are sufficient to authorize the issuance and sale of the Bonds by the Company pursuant to the Underwriting Agreement; and no further approval, authorization, consent or other order of any governmental body (other than in connection or compliance with the provisions of the securities or "blue sky" laws of any jurisdiction) is legally required to permit the issuance and sale of the Bonds by the Company pursuant to the Underwriting Agreement. (11) The issuance and sale by the Company of the Bonds and the execution, delivery and performance by the Company of the Underwriting Agreement and the Mortgage (a) will not violate any provision of the Company's Restatement of Articles of Incorporation or By-laws, each as amended, (b) will not violate any provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance on or security interest in (except as contemplated by the Mortgage) any of the assets of the Company pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking known to us (having made due inquiry with respect thereto) to which the Company is a party or which purports to be binding upon the Company or upon any of its assets, and (c) will not violate any provision of any Louisiana law or regulation applicable to the Company (other than the Louisiana securities or "blue sky" laws, upon which we are not passing) or, to the best of our knowledge (having made due inquiry with respect thereto), any provision of any order, writ, judgment or decree of any governmental instrumentality applicable to the Company. In rendering an opinion upon the forms of the Registration Statement and the Prospectus, I necessarily assume the correctness, completeness and fairness of the statements made by the Company and information included or incorporated by reference in the Registration Statement and the Prospectus and take no responsibility therefor, except insofar as such statements relate to me and as set forth in Paragraph 7 above. In connection with the preparation by the Company of the Registration Statement and the Prospectus, I have had discussions with certain of the Company's officers and representatives, with other counsel for the Company, with the independent certified public accountants of the Company who audited or reviewed the financial statements included or incorporated by reference in the Registration Statement, and with your representatives. Our review of the Registration Statement and the Prospectus and our discussions did not disclose to me any information which gives me reason to believe that the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, at the time first filed with the Commission pursuant to Rule 424 under the Securities Act and at the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. I do not express any belief as to the financial statements or other financial or statistical data included or incorporated by reference in the Registration Statement or the Prospectus, as to the parts of the Registration Statement that constitute the statements of eligibility of the Trustees or as to the information contained in the Prospectus Supplement under the caption "Description of the New Bonds - Book-Entry G&R Bonds". I have examined the portions of the information contained in the Registration Statement that are stated therein to have been made on my authority, and I believe such information to be correct. I have also examined the opinions of even date herewith rendered to you by Reid & Priest LLP and Winthrop, Stimson, Putnam & Roberts, and I concur in the conclusions expressed therein insofar as they involve questions of Louisiana law. I am a member of the Bar of the State of Louisiana and do not hold myself out as an expert on the laws of any other state. As to all matters of New York law, I have relied, with your approval, upon the opinion of even date herewith addressed to you by Reid & Priest LLP of New York, New York. The opinion set forth above is solely for the benefit of the addressee of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder, it is not being delivered for the benefit of, nor may it be relied upon by, the holders of the Bonds, and it may not be relied upon in any manner by any other person or for any other purpose, without our prior written consent, except that Reid & Priest LLP and Winthrop, Stimson, Putnam & Roberts may rely on this opinion as to all matters of Louisiana law in rendering their opinions required to be delivered under the Underwriting Agreement. Very truly yours, By: Laurence M. Hamric, Esq. of Entergy Services, Inc. EXHIBIT B [Letterhead of Reid & Priest LLP] [_____________] [UNDERWRITER] [ADDRESS] Ladies and Gentlemen: With reference to the issuance and sale by New Orleans Public Service Inc. (the "Company") to you, pursuant to the agreement effective [_____________] (the "Underwriting Agreement"), between the Company and you, of [$__________] in aggregate principal amount of its General and Refunding Mortgage Bonds, ____% Series due [_____________] (the "Bonds"), issued under the Company's Mortgage and Deed of Trust, dated as of May 1, 1987, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including the [______] Supplemental Indenture dated as of [_____________] (the Mortgage and Deed of Trust as so supplemented being hereinafter called the "Mortgage"), we advise you that we are of counsel to the Company and in that capacity have participated in the preparation of or have examined and are familiar with (1) the Mortgage; (2) the Registration Statement and the Prospectus filed under the Securities Act; (3) the Underwriting Agreement; and (4) the Continuing Disclosure Agreement. This opinion is rendered to you at the request of the Company. We have participated in the preparation of or reviewed the corporate proceedings with respect to the issuance and sale of the Bonds. We have also examined such other documents and satisfied ourselves as to such other matters as we have deemed necessary to enable us to render this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to originals of the documents submitted to us as certified or photostatic copies. We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of Bank of Montreal Trust Company as to the authentication and delivery thereof. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. Based upon the foregoing, and subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that: (1) The Mortgage has been duly and validly authorized by all necessary corporate action on the part of the Company, has been duly and validly executed and delivered by the Company, is a legal, valid and binding instrument enforceable against the Company in accordance with its terms, except (i) as the same may be limited by the laws of the State of Louisiana, where the property covered thereby is located, affecting the remedies for the enforcement of the security provided for therein, and (ii) as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to our knowledge, threatened by the Commission. (2) The Bonds are legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), and are entitled to the benefit of the security afforded by the Mortgage. (3) The statements made in the Prospectus and the Prospectus Supplement under the captions "Description of the New G&R Bonds" and "Description of the New Bonds," respectively, insofar as they purport to constitute summaries of the documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. (4) The Underwriting Agreement has been duly authorized, executed and delivered by the Company. (5) Except as to the financial statements and other financial or statistical data included or incorporated by reference therein, upon which we do not pass, the Registration Statement, at the time it became effective, and the Prospectus, at the time first filed with the Commission pursuant to Rule 424 under the Securities Act, complied as to form in all material respects with the applicable requirements of the Securities Act and (except with respect to the parts of the Registration Statement that constitute the statements of eligibility of the Trustees, upon which we are not passing) the Trust Indenture Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; and, with respect to the documents or portions thereof filed with the Commission pursuant to the Exchange Act, and incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, such documents or portions thereof, on the date first filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; the Registration Statement has become and is effective under the Securities Act; and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for a stop order with respect thereto are pending or threatened under Section 8(d) of the Securities Act. (6) An appropriate resolution or resolutions have been entered by the Council of the City of New Orleans, Louisiana, authorizing the issuance and sale of the Bonds; to the best of our knowledge, said resolution or resolutions are in full force and effect; such resolution or resolutions are sufficient to authorize the issuance and sale of the Bonds by the Company pursuant to the Underwriting Agreement; and no further approval, authorization, consent or other order of any governmental body (other than in connection or compliance with the provisions of the securities or "blue sky" laws of any jurisdiction) is legally required to permit the issuance and sale of the Bonds by the Company pursuant to the Underwriting Agreement. In passing upon the forms of the Registration Statement and the Prospectus, we necessarily assume the correctness, completeness and fairness of the statements made by the Company and information included or incorporated by reference in the Registration Statement and the Prospectus and take no responsibility therefor, except insofar as such statements relate to us and as set forth in Paragraph 3 above. In connection with the preparation by the Company of the Registration Statement and the Prospectus, we have had discussions with certain of the Company's officers and representatives, with other counsel for the Company, with the independent certified public accountants of the Company who audited or reviewed the financial statements included or incorporated by reference in the Registration Statement, and with your representatives. Our review of the Registration Statement and the Prospectus and our discussions did not disclose to us any information which gives us reason to believe that the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, at the time first filed with the Commission pursuant to Rule 424 under the Securities Act and at the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We do not express any opinion or belief as to the financial statements or other financial or statistical data included or incorporated by reference in the Registration Statement or the Prospectus, as to the parts of the Registration Statement that constitute the statements of eligibility of the Trustees or as to the information contained in the Prospectus Supplement under the caption "Description of the New Bonds - Book-Entry G&R Bonds". We are members of the New York Bar and do not hold ourselves out as experts on the laws of any other state. As to all matters of Louisiana law, we have relied upon the opinion of even date herewith addressed to you by Laurence M. Hamric, Esq., General Attorney, Corporate and Securities, Entergy Services, Inc., of New Orleans, Louisiana, counsel for the Company. We have not examined into and are not passing upon matters relating to incorporation of the Company, titles to property, franchises or the lien of the Mortgage. The opinion set forth above is solely for the benefit of the addressee of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder, it is not being delivered for the benefit of, nor may it be relied upon by, the holders of the Bonds, and it may not be relied upon in any manner by any other person or for any other purpose, without our prior written consent, except that Laurence M. Hamric, Esq., may rely on this opinion as to all matters of New York law in rendering his opinion required to be delivered under the Underwriting Agreement. Very truly yours, REID & PRIEST LLP EXHIBIT C [Letterhead of Winthrop, Stimson, Putnam & Roberts] [____________] [UNDERWRITER] [ADDRESS] Ladies and Gentlemen: We have acted as counsel for you as the underwriter of [$__________ ]in aggregate principal amount of General and Refunding Mortgage Bonds, ____% Series due [_____________] (the "Bonds"), issued by New Orleans Public Service Inc. (the "Company") under the Company's Mortgage and Deed of Trust, dated as of May 1, 1987, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including the [______] Supplemental Indenture dated as of [____________ ] (said Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the "Mortgage"), pursuant to the agreement between you and the Company effective [_____________] (the "Underwriting Agreement"). We are members of the New York Bar and, for purposes of this opinion, do not hold ourselves out as experts on the laws of any jurisdiction other than the State of New York and the United States of America. We have, with your consent, relied upon an opinion of even date herewith addressed to you by Laurence M. Hamric, Esq., General Attorney, Corporate and Securities, Entergy Services, Inc., of New Orleans, Louisiana, counsel for the Company, as to the matters covered in such opinion relating to Louisiana law. We have reviewed said opinion and believe that it is satisfactory. We have also reviewed the opinion of Reid & Priest LLP required by Section 7(d) of the Underwriting Agreement, and we believe said opinion to be satisfactory. We have also examined such documents and satisfied ourselves as to such other matters as we have deemed necessary in order to enable us to express this opinion. As to various questions of fact material to this opinion, we have relied upon representations of the Company and statements in the Registration Statement. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of the documents submitted to us as certified or photostatic copies. We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of Bank of Montreal Trust Company as to the authentication and delivery thereof. We have not examined into, and are expressing no opinion or belief as to matters relating to, incorporation of the Company, titles to property, franchises or the lien of the Mortgage. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that: (1) The Mortgage has been duly and validly authorized by all necessary corporate action on the part of the Company, has been duly and validly executed and delivered by the Company, is a legal, valid and binding instrument enforceable against the Company in accordance with its terms, except (i) as the same may be limited by the laws of the State of Louisiana, where the property covered thereby is located, affecting the remedies for the enforcement of the security provided for therein and (ii) as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to our knowledge, threatened by the Commission. (2) The Bonds are legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), and are entitled to the benefit of the security purported to be afforded by the Mortgage. (3) The statements made in the Prospectus and the Prospectus Supplement under the captions "Description of the New G&R Bonds" and "Description of the New Bonds," respectively, insofar as they purport to constitute summaries of the documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. (4) The Underwriting Agreement has been duly authorized, executed and delivered by the Company. (5) An appropriate resolution or resolutions have been entered by the Council of the City of New Orleans, Louisiana, authorizing the issuance and sale of the Bonds; to the best of our knowledge, said resolution or resolutions are in full force and effect; such resolution or resolutions are sufficient to authorize the issuance and sale of the Bonds by the Company pursuant to the Underwriting Agreement; and no further approval, authorization, consent or other order of any governmental body (other than in connection or compliance with the provisions of the securities or "blue sky" laws of any jurisdiction) is legally required to permit the issuance and sale of the Bonds by the Company pursuant to the Underwriting Agreement. (6) Except in each case as to the financial statements and other financial or statistical data included or incorporated by reference therein, upon which we do not pass, the Registration Statement, at the time it became effective, and the Prospectus, at the time first filed with the Commission pursuant to Rule 424 under the Securities Act, complied as to form in all material respects with the applicable requirements of the Securities Act and (except with respect to the parts of the Registration Statement that constitute the statements of eligibility of the Trustees, upon which we are not passing) the Trust Indenture Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; and, with respect to the documents or portions thereof filed with the Commission pursuant to the Exchange Act, and incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, such documents or portions thereof, on the date first filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations are deemed to comply therewith; the Registration Statement has become and is effective under the Securities Act; and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for a stop order with respect thereto are pending or threatened under Section 8(d) of the Securities Act. In passing upon the forms of the Registration Statement and the Prospectus, we necessarily assume the correctness, completeness and fairness of the statements made by the Company and information included or incorporated by reference in the Registration Statement and the Prospectus and take no responsibility therefor, except insofar as such statements relate to us and as set forth in paragraph 3 above. In connection with the preparation by the Company of the Registration Statement and the Prospectus, we have had discussions with certain of the Company's officers and representatives, with counsel for the Company, with the independent certified public accountants of the Company who audited or reviewed the financial statements included or incorporated by reference in the Registration Statement, and with your representatives. Our review of the Registration Statement and the Prospectus and our discussions did not disclose to us any information that gives us reason to believe that the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, at the time first filed with the Commission pursuant to Rule 424 under the Securities Act and at the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We do not express any opinion or belief as to the financial statements or other financial or statistical data included or incorporated by reference in the Registration Statement or the Prospectus, as to the parts of the Registration Statement that constitute the statements of eligibility of the Trustees or as to the information contained in the Prospectus Supplement under the caption ["Description of the New Bonds - Book-Entry G&R Bonds".] This opinion is solely for the benefit of the addressee hereof in connection with the Underwriting Agreement and the transactions contemplated thereunder and may not be relied upon in any manner by any other person or for any other purpose, without our prior written consent. Very truly yours, WINTHROP, STIMSON, PUTNAM & ROBERTS EXHIBIT D ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS PURSUANT TO SECTION 7(f)(iv) OF THE UNDERWRITING AGREEMENT FOR INCLUSION IN THE LETTER OF THE ACCOUNTANTS REFERRED TO THEREIN Caption Pages Items EX-4 3 Exhibit 4(b) NEW ORLEANS PUBLIC SERVICE INC. TO BANK OF MONTREAL TRUST COMPANY And MARK F. McLAUGHLIN (successor to Z. George Klodnicki) As Trustees under New Orleans Public Service Inc.'s Mortgage and Deed of Trust, dated as of May 1, 1987 ______ SUPPLEMENTAL INDENTURE Providing among other things for General and Refunding Mortgage Bonds, ____% Series due __________ , ____ (______ Series) Dated as of ______________ ______ SUPPLEMENTAL INDENTURE ______ SUPPLEMENTAL INDENTURE, dated as of ______________, between 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 77 Water 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 and its Fifth Supplemental Indenture dated as of April 1, 1995, and its ______ Supplemental Indenture dated as of ______________, 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 ______ 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; Principal Principal Series Amount Amount Issued Outstanding 10.95% Series due May 1, 1994 $75,000,000 $30,000,000 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 ; 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 ______ 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 ______ 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 ______ SUPPLEMENTAL INDENTURE WITNESSETH: That NEW ORLEANS PUBLIC SERVICE 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, 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 personalty; 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 ______ 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 choses 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 ______ 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 the 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. All defined terms used in this ______ 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 References are to 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 ______ Supplemental Indenture, and the words "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this ______ 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 ______ SERIES Section 2.01 Bonds of the Series. There shall be a series of bonds designated ______% Series due ______________ (herein sometimes referred to as "______ Series"), each of which shall also bear the descriptive title "General and Refunding Mortgage Bond" unless subsequent to the issuance of such bonds a different descriptive title is permitted by Section 2.01 of the Original Indenture. The form of bonds of the ______ Series shall be substantially in the form of Exhibit A hereto. Bonds of the ______ Series shall mature on ______________, 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 ______ Series shall bear interest at the rate of ___________________ (___%) per annum (except as hereinafter provided), payable semi-annually on __________ and __________ of each year, and at maturity, the first interest payment to be made on ______________ for the period from ______________ to ______________; 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 ______ 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 ______ Series shall bear interest (before and after judgment) at the rate of ______________________ (____%) per annum. Interest on the bonds of the ______ Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the bonds of the ______ 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 ______ 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 Optional Redemption of Bonds of the Series. (a) Except as provided in Section 9.13 of the Original Indenture and Section 3.04 of the First Supplemental Indenture, as heretofore and hereby amended, bonds of the ______ Series shall not be redeemable prior to ______________. On and after __________, bonds of the ______ 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 the general redemption price of 100.00%, expressed as a percentage of the principal amount of the bonds to be redeemed, together with accrued interest to the date fixed for redemption. On and after _____________, bonds of the ______ Series shall also be redeemable in whole at any time, or in part from time to time, prior to maturity, upon like notice, by the application (either at the option of the Company or pursuant to the requirements of the Original Indenture) of cash delivered to or deposited with the Trustee pursuant to the provisions of Section 9.05 of the Original Indenture or subject to the provisions of Section 11.05 of the Original Indenture at the special redemption price of 100.00%, expressed as a percentage of the principal amount of the bonds to be redeemed, together with accrued interest to the date fixed for redemption. Bonds of the ______ Series are also redeemable after _____________ as provided in Section 4.11 of the First Supplemental Indenture, as amended. Bonds of the ______ Series are also redeemable, at the option of the holders thereof, at any time as provided in Section 9.13 of the Original Indenture and Section 3.04 of the First Supplemental Indenture, as heretofore and hereby amended. Section 2.03 Transfer and Exchange. At the option of the registered owner, any bonds of the ______ 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 ______ 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 ______ 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 ______ Series. Section 2.04 Dating of Bonds and Interest Payments. (a) Each bond of the ______ 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 ______ Series dated prior to ______________ shall bear interest from ______________; and provided, further, that if any bond of the ______ 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 ______ 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 ______________, if no interest shall have been paid on the bonds of the ______ Series. (b) Notwithstanding the foregoing, bonds of the ______ Series shall be dated so that the person in whose name any bond of the ______ 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 ______ Series are registered on the day immediately preceding the date of payment of such defaulted interest. Any bond of the ______ 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 ______ 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 Redemption at the Option of the Owner upon Consolidation or Merger. The second sentence of subsection (a) of Section 3.04 of the First Supplemental Indenture, as amended, is hereby further amended to insert the following words immediately after the words "the ______ Supplemental Indenture": "shall (as to the New LP&L Bonds being exchanged for bonds of the ______ Series) be subject to redemption at the option of the Company on terms similar to those provided in the ______ Supplemental Indenture," The redemption prices for any bonds of the ______ Series redeemed pursuant to subsection (b) of Section 3.04 of the First Supplemental Indenture shall be determined as follows: (1) If at the time the Exchange Notice is given, the Outstanding bonds secured by the Indenture are rated by at least two nationally recognized statistical rating organizations, and the New LP&L Bonds are, or will be, rated by the same rating organizations higher than, or in the same generic rating categories as, the Outstanding bonds secured by the Indenture (such ratings to be evidenced by an Officers' Certificate), the redemption price shall be equal to the principal amount of the bonds to be redeemed, together with accrued interest to the date fixed for redemption. The New LP&L Bonds and the Outstanding bonds secured by the Indenture shall be deemed to be rated in the same generic rating category if their respective ratings are both (i) within the same generic rating level (e.g., "BBB" or "baa") and (ii) within one numerical or "plus" or "minus" modifier of each other. (2) If at the time the Exchange Notice is given the conditions of clause (1) are not satisfied, the redemption prices shall be the general redemption prices set forth in Section 2.02(a) hereof together with accrued interest to the date fixed for redemption. Subclause (B) of clause (i) of subsection (b) of Section 4.11 of the First Supplemental Indenture, as amended, is hereby further amended to insert the following words immediately before the words "in each case": "at a redemption price, in the case of bonds of the ______ Series, equal to 100% of the principal amount of the bonds to be redeemed," ARTICLE IV COVENANTS Section 4.01 Maintenance of Paying Agency. So long as any bonds of the ______ 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 ______ 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 not less than a majority in principal amount of bonds of the ______ 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 ______ 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 ______________ (other than any dividend declared by the Company on or before ______________) 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 ______________, 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 ______________, 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 ______________. 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 ______ 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 ______ 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 ______ Supplemental Indenture. Section 5.02 Effect of 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 ______ 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 ______ 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 pledgee 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 ______ 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 ______ 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 ______ Supplemental Indenture shall not be deemed to be any part hereof. Section 5.05 Counterparts. This ______ 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 ______ Supplemental Indenture and the bonds of the ______ 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, NEW ORLEANS PUBLIC SERVICE 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 in 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. NEW ORLEANS PUBLIC SERVICE INC. By: _____________________________ Attest: ______________________________ Executed, sealed and delivered by NEW ORLEANS PUBLIC SERVICE INC. in the presence of : _______________________________ BANK OF MONTREAL TRUST COMPANY As Trustee By: _____________________________ Attest: ____________________________ ____________________________[L.S.] 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 _____ day of __________, ____, before me appeared ________________________________, to me personally known, who, being duly sworn, did say that he is a _________________________________ of NEW ORLEANS PUBLIC SERVICE 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 ________________________________ acknowledged said instrument to be the free act and deed of said corporation. On the _____ day of __________, in the year ____, before me personally came ________________________________, to me known, who, being by me duly sworn, did depose and say that he resides at __________________________________________________________; that he is a _________________________________ of NEW ORLEANS PUBLIC SERVICE 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 _____ day of __________, ____, before me appeared ______________________________, to me personally known, who, being duly sworn, did say that she is a _________________________ 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 ______________________________ acknowledged said instrument to be the free act and deed of said corporation. On the _____ day of __________, in the year ____, before me personally came ______________________________, to me known, who, being by me duly sworn, did depose and say that she resides at _______________________________________________________; that she is a _________________________ of BANK OF MONTREAL TRUST COMPANY, one of the parties described in and which executed the above instrument; that she 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 she signed her name thereto by like order. ___________________________ Notary Public, State of New York No. _____________ Qualified in ____________ County Commission Expires ______________ STATE OF NEW YORK ) ) SS.: COUNTY OF NEW YORK ) On this _____ day of __________, ____, before me personally appeared MARK F. McLAUGHLIN, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed. On the _____ day of _____________, before me personally came MARK F. McLAUGHLIN, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same. ___________________________ Notary Public, State of New York No. __________ Qualified in ________ County Commission Expires ______________ EXHIBIT A [FORM OF BOND OF THE ______ SERIES] [(See legend at the end of this bond for restrictions on transferability and change of form)] GENERAL AND REFUNDING MORTGAGE BOND _____% Series due __________, ____ CUSIP No. _________ No. __________________ $__________ 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 ______________, 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 ______________, if the date of this bond is prior to ______________, or, if the date of this bond is on or after ______________, from the ______________ or __________ 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 ______________________________________ (____%) per annum in like coin or currency on __________ and __________ 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 ______________________________________________ (____%) 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, ____% Series due ______________ (herein called bonds of the ______ 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 ______ 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. Dated: ______________________ NEW ORLEANS PUBLIC SERVICE INC. By: ______________________________ Attest: _____________________________ 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).] EX-5 4 Exhibit 5(a) January 16, 1996 [Letterhead of Entergy Services, Inc.] New Orleans Public Service Inc. 639 Loyola Avenue New Orleans, Louisiana 70113 Dear Sirs: I refer to the Registration Statement on Form S-3, including the exhibits thereto, which New Orleans Public Service Inc. (the "Company") proposes to file with the Securities and Exchange Commission on or shortly after the date hereof, for the registration under the Securities Act of 1933, as amended, of $65,000,000 in aggregate principal amount of its General and Refunding Mortgage Bonds (the "Bonds"), to be issued in one or more new series, and for the qualification under the Trust Indenture Act of 1939, as amended, of the Company's Mortgage and Deed of Trust dated as of May 1, 1987, as heretofore supplemented and as proposed to be further supplemented, under which the Bonds are to be issued. I advise you that in my opinion: (1) The Company is a corporation duly organized and validly existing under the laws of the State of Louisiana. (2) All action necessary to make valid and legal the proposed issuance and sale by the Company of the Bonds will have been taken when: (a) the Company's said Registration Statement on Form S-3, as it may be amended, shall have become effective in accordance with the applicable provisions of the Securities Act of 1933, as amended, and a supplement or supplements to the prospectus specifying certain details with respect to the offering or offerings of the bonds shall have been filed with the Securities and Exchange Commission, and the mortgage securing the Bonds shall have been qualified under the Trust Indenture Act of 1939, as amended; (b) an appropriate resolution shall have been adopted by the Council of the city of New Orleans authorizing the issuance and sale of the Bonds; (c) appropriate action shall have been taken by the Board of Directors of the Company and/or by the Executive Committee thereof for the purpose of authorizing the consummation of the issuance and sale of the Bonds; (d) the proposed supplemental indenture, relating to the Bonds being issued, supplemental to the Company's existing Mortgage and Deed of Trust dated as of May 1, 1987, shall have been duly executed and delivered; and (e) the Bonds shall have been issued and delivered for the consideration contemplated by, and otherwise in conformity with, the acts, proceedings and documents referred to above. (3) When the foregoing steps shall have been taken, the Bonds will have been legally issued and will be valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of mortgagees' and other creditors' rights. This opinion does not pass upon the matter of compliance with "blue sky" laws or similar laws relating to the sale or distribution of the Bonds by underwriters. I hereby consent to the use of this opinion as an exhibit to the Company's Registration Statement on Form S-3 and consent to such references to our firm as may be made in the Registration Statement and in the Prospectus constituting a part thereof. Yours very truly, /s/ Laurence M. Hamric Laurence M. Hamric EX-5 5 EXHIBIT 5(b) New York, New York January 16, 1996 New Orleans Public Service Inc. 639 Loyola Avenue New Orleans, Louisiana 70113 Ladies and Gentlemen: We refer to the Registration Statement on Form S-3, including the exhibits thereto, which New Orleans Public Service Inc. (the "Company") proposes to file with the Securities and Exchange Commission (the "Commission") on or shortly after the date hereof, for the registration under the Securities Act of 1933, as amended, of $65,000,000 in aggregate principal amount of its General and Refunding Mortgage Bonds (the "Bonds") to be issued in one or more new series, and for the qualification under the Trust Indenture Act of 1939, as amended, of the Company's Mortgage and Deed of Trust, dated as of May 1, 1987, as heretofore supplemented and as proposed to be further supplemented, under which the Bonds are to be issued (the "Mortgage"). We advise you that in our opinion: (1) The Company is a corporation duly organized and validly existing under the laws of the State of Louisiana. (2) All action necessary to make valid and legal the proposed issuance and sale by the Company of the Bonds will have been taken when: (a) the Company's said Registration Statement on Form S-3, as it may be amended, shall have become effective in accordance with the applicable provisions of the Securities Act of 1933, as amended, and a supplement or supplements to the prospectus specifying certain details with respect to the offering or offerings of the Bonds shall have been filed with the Commission, and the Mortgage shall have been qualified under the Trust Indenture Act of 1939, as amended; (b) an appropriate resolution shall have been adopted by the Council of the City of New Orleans authorizing the issuance and sale of the Bonds; (c) appropriate action shall have been taken by the Board of Directors of the Company and/or by the Executive Committee thereof for the purpose of authorizing the consummation of the issuance and sale of the Bonds; (d) the proposed supplemental indenture relating to the Bonds being issued, supplemental to the Mortgage, shall have been duly executed and delivered; and (e) the Bonds shall have been issued and delivered for the consideration contemplated by, and otherwise in conformity with, the acts, proceedings and documents referred to above. (3) When the foregoing steps shall have been taken, the Bonds will have been legally issued and will be valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of mortgagees' and other creditors' rights. This opinion does not pass upon the matter of compliance with "blue sky" laws or similar laws relating to the sale or distribution of the Bonds by underwriters. We are members of the New York Bar and do not hold ourselves out as experts on the laws of any other state. As to all matters of Louisiana law, we have relied upon an opinion of even date herewith addressed to you by Laurence M. Hamric, General Attorney - Corporate and Securities of Entergy Services, Inc. We hereby consent to the use of this opinion as an exhibit to the Company's Registration Statement on Form S-3 and consent to such references to our firm as may be made in the Registration Statement and in the Prospectus constituting a part thereof. Very truly yours, /s/ Reid & Priest LLP REID & PRIEST LLP EX-23 6 Exhibit 23(c) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 21, 1995, on our audit of the financial statements and financial statement schedule of New Orleans Public Service Inc. as of and for the year ended December 31, 1994, which reports are included in the Company's Annual Report on Form 10-K. We also consent to the reference to our firm under the caption "Experts and Legality." /s/ COOPERS & LYBRAND LLP New Orleans, Louisiana January 16, 1996 EX-23 7 Exhibit 23(d) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of New Orleans Public Service Inc. on Form S-3 of our reports dated February 11, 1994 appearing in the Annual Report on Form 10-K of New Orleans Public Service Inc. for the year ended Decemer 31, 1994, and to the references to us under the heading "Experts and Legality" in the Prospectus which is part of this Registration Statement. /s/ DELOITTE & TOUCHE LLP New Orleans, Louisiana January 17, 1996 EX-25 8 ----------------------------------------------------------------------- ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a trustee Pursuant to Section 305(b) ----- BANK OF MONTREAL TRUST COMPANY (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER) New York 13-4941093 (JURISDICTION OF INCORPORATION OR ORGANIZATION (I.R.S. EMPLOYER IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.) 77 Water Street New York, New York 10005 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Mark F. McLaughlin Bank of Montreal Trust Company 77 Water Street, New York, NY 10005 (212) 701-7653 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) -------------------------------------- NEW ORLEANS PUBLIC SERVICE INC. (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER) Louisiana 72-0273040 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 639 Loyola Avenue New Orleans, Louisiana 70113 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ---------------------------------------- GENERAL AND REFUNDING MORTGAGE BONDS (TITLE OF INDENTURE SECURITIES) ----------------------------------------------------------------------- ----------------------------------------------------------------------- ITEM 1. GENERAL INFORMATION. -------------------- Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Federal Reserve Bank of New York 33 Liberty Street, New York N.Y. 10045 State of New York Banking Department 2 Rector Street, New York, N.Y. 10006 (b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. ------------------------------ If the obligor is an affiliate of the trustee, describe each such affiliation. The obligor is not an affiliate of the trustee. ITEM 16. LIST OF EXHIBITS. ----------------- List below all exhibits filed as part of this statement of eligibility. A. Copy of Organization Certificate of Bank of Montreal Trust Company to transact business and exercise corporate trust powers; incorporated herein by reference as Exhibit "A" filed with Form T-1 Statement, Registration No. 33-46118 B. Copy of the existing By-Laws of Bank of Montreal Trust Company; incorporated herein by reference as Exhibit "B" filed with Form T-1 Statement, Registration No. 33-46118 C. The consent of the trustee required by Section 321(b) of the Act; incorporated herein by reference as Exhibit "C" with Form T-1 Statement, Registration No. 33-46118 D. A copy of the latest report of condition of Bank of Montreal Trust Company published pursuant to law or the requirements of its supervising or examining authority, attached hereto as Exhibit "D" SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Bank of Montreal Trust Company, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 12th day of January 1996. BANK OF MONTREAL TRUST COMPANY By /s/Therese Gaballah ------------------------------ Therese Gaballah Vice President and Trust Officer EXHIBIT "D" STATEMENT OF CONDITION BANK OF MONTREAL TRUST COMPANY NEW YORK --------------------------------- ASSETS Due from Banks $ 3,184,115 ----------- Investment Securities: State & Municipal 15,496,480 Other 100 ---------- TOTAL SECURITIES 15,496,580 ---------- Loans and Advances Federal Funds Sold 6,100,150 Overdrafts 13,630 --------- TOTAL LOANS AND ADVANCES 6,113,780 --------- Investment in Harris Trust, NY 6,437,354 Premises and Equipment 603,140 Other Assets 2,201,150 --------- TOTAL ASSETS $34,036,119 =========== LIABILITIES Trust Deposits $10,321,656 Other Liabilities 3,694,691 ----------- TOTAL LIABILITIES 14,016,347 ---------- CAPITAL ACCOUNTS Capital Stock, Authorized, Issued and Fully Paid - 10,000 Shares of $100 Each 1,000,000 Surplus 4,222,188 Retained Earnings 14,797,583 ---------- TOTAL CAPITAL ACCOUNTS 20,019,772 ---------- TOTAL LIABILITIES AND CAPITAL ACCOUNTS $34,036,119 =========== I, Mark F. McLaughlin, Vice President, of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. Mark F. McLaughlin September 30, 1995 We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declared that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. Sanjiv Tandon Kevin O. Healey Steven R. Rothbloom EX-25 9 ---------------------------------------------------------------- ---------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------- FORM T-2 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF AN INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) -------------------------- ------------------------------------ MARK F. MCLAUGHLIN ###-##-#### ------------------ ------------------------ (Name of Trustee) (Social Security Number) 77 Water Street New York, New York 10005 (Business Address: Street, City, State and Zip Code) ----------------------------------- NEW ORLEANS PUBLIC SERVICE INC. (Exact name of obligor as specified in its charter) LOUISIANA 72-0273040 ------------------- ----------------------------------- (State or other (I.R.S.employer identification no.) jurisdiction of incorporation or organization) 639 Loyola Avenue New Orleans, Louisiana 70113 (Address of principal executive offices) (Zip Code) ----------------------------------- General and Refunding Mortgage Bonds (Title of the Indenture Securities) ---------------------------------------------------------------- ---------------------------------------------------------------- Item 1. Affiliations with Obligor. ------------------------- If the obligor is an affiliate of the trustee, describe each such affiliation. The obligor is not an affiliate of the trustee. Item 11. List of Exhibits. ---------------- List below all exhibits filed as part of this statement of eligibility. None. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, I, Mark F. McLaughlin, have signed this statement of eligibility in The City of New York, and State of New York, on the 12th day of January 1996. /s/ Mark F. McLaughlin --------------------------- Mark F. McLaughlin -----END PRIVACY-ENHANCED MESSAGE-----