0000065984-08-000169 Sample Contracts

Entergy New Orleans, Inc. First Mortgage Bonds, [ ]% Series due [ ], 20[ ] UNDERWRITING AGREEMENT
Underwriting Agreement • November 21st, 2008 • Entergy New Orleans Inc • Electric & other services combined • New York

The undersigned, Entergy New Orleans, Inc., a Louisiana corporation (the "Company"), proposes to issue and sell to the several underwriters set forth on Schedule I attached hereto (the "Underwriters," which term, when the context permits, shall also include any underwriters substituted as hereinafter in Section 11 provided), for whom [ ] is acting as representative (the "Representative"), an aggregate of $[ ],000,000 principal amount of the Company's First Mortgage Bonds, [ ]% Series due [ ], 20[ ] (the "Bonds"), in accordance with the terms set forth in this Underwriting Agreement (this "Underwriting Agreement").

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