ENTERGY ARKANSAS, LLC (successor to Entergy Arkansas, Inc.) TO DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York) AND (as to property, real or personal, situated or being in Missouri) THE BANK OF NEW YORK MELLON...
Exhibit 4.39
(successor to Entergy Arkansas, Inc.)
TO
DEUTSCHE BANK TRUST COMPANY AMERICAS
(successor to Guaranty Trust Company of New York)
AND
(as to property, real or personal, situated or being in Missouri)
THE BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION
(successor to Xxxxxx X. Xxxxxxx)
As Trustees under Entergy Arkansas, LLC's Mortgage and Deed of Trust,
Dated as of October 1, 1944
__________________________________
______________________SUPPLEMENTAL INDENTURE
Providing among other things for
First Mortgage Bonds, ____% Series due ________________, 20___ (_______ Series)
Dated as of __________________, 20__
______________SUPPLEMENTAL INDENTURE
INDENTURE, dated as of _, 20_, between ENTERGY ARKANSAS, LLC, a limited liability company of the State of Texas, whose post office address is 000 Xxxx Xxxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 (hereinafter sometimes called the "Company"), as successor to Entergy Arkansas, Inc., a corporation of the State of Arkansas converted to a corporation of the State of Texas on November 19, 2018 (hereinafter sometimes called the “Original Company”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a New York banking corporation, whose post office address is 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10005 (hereinafter sometimes called the "Corporate Trustee"), and (as to property, real or personal, situated or being in Missouri) THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (successor to Xxxxxx X. Xxxxxxx), whose mailing address is 00000 Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 (said The Bank of New York Mellon Trust Company, National Association being hereinafter sometimes called the "Missouri Co- Trustee" and the Corporate Trustee and the Missouri Co-Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1944 (hereinafter sometimes called the "Mortgage"), which Mortgage was executed and delivered by the Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this indenture (hereinafter called the " Supplemental Indenture") being supplemental thereto.
WHEREAS, by the Twenty-first Supplemental Indenture mentioned below, the Original Company, among other things, appointed Xxxx X. Xxxxxxxx as Co-Trustee in succession to Grainger X. Xxxxxx (resigned) under the Mortgage, and Xxxx X. Xxxxxxxx accepted said appointment; and
WHEREAS, by the Thirty-third Supplemental Indenture mentioned below, the Original Company, among other things, appointed Xxxxxx X. Xxxxxxx as Missouri Co-Trustee under the Mortgage, and Xxxxxx X. Xxxxxxx accepted said appointment; and
WHEREAS, by the Thirty-fifth Supplemental Indenture mentioned below, the Original Company, among other things, appointed The Boatmen's National Bank of St. Louis as Missouri Co-Trustee in succession to Xxxxxx X. Xxxxxxx (resigned) under the Mortgage, and The Boatmen's National Bank of St. Louis accepted said appointment; and
WHEREAS, an instrument, dated as of September 1, 1994, was executed by the Original Company appointing Bankers Trust Company as Trustee, and Xxxxxxx Xxxx as Co-Trustee, in succession to Xxxxxx Guaranty Trust Company of New York (resigned) and Xxxx X. Xxxxxxxx (resigned), respectively, under the Mortgage and Bankers Trust Company and Xxxxxxx Xxxx accepted said appointments, and said instrument was appropriately
filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and
WHEREAS, by the Fifty-fifth Supplemental Indenture mentioned below, the Original Company, among other things, appointed Xxxxx X. Xxx Xxxxx as Missouri Co-Trustee in succession to The Boatmen's National Bank of St. Louis (resigned) under the Mortgage, and Xxxxx X. Xxx Xxxxx accepted said appointment; and
WHEREAS, by an instrument, dated as of April 15, 2002, filed with the Banking Department of the State of New York, Bankers Trust Company, Trustee, effected a corporate name change pursuant to which, effective such date, it is known as Deutsche Bank Trust Company Americas; and
WHEREAS, by an instrument dated November 1, 2004, filed with the Office of the Comptroller of the Currency in Colorado, BNY Trust Company of Missouri merged into BNY Missouri Interim Trust Company, National Association, and by an instrument dated November 1, 2004, filed with the Office of the Comptroller of the Currency in Colorado, BNY Missouri Interim Trust Company, National Association, merged into The Bank of New York Trust Company, National Association; and
WHEREAS, by the Sixty-third Supplemental Indenture mentioned below, the Original Company, the Corporate Trustee, Xxxxxxx Xxxx as Co-Trustee, and The Bank of New York Trust Company, National Association, as Missouri Co-Trustee, appointed Xxxxxxx Xxxxxxxxx to serve as Missouri Co-Trustee under the Mortgage, and Xxxxxxx Xxxxxxxxx accepted such appointment; and
WHEREAS, by the Sixty‑ninth Supplemental Indenture mentioned below, effective as of October 1, 2010, Xxxxxxx Xxxx resigned as Co‑Trustee; and
WHEREAS, by the Mortgage the Original Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and
Designation Dated as of
First Supplemental Indenture July 1, 1947
Second Supplemental Indenture August 1, 1948
Third Supplemental Indenture October 1, 1949
Fourth Supplemental Indenture June 1, 1950
Fifth Supplemental Indenture October 1, 1951
Sixth Supplemental Indenture September 1, 1952
Seventh Supplemental Indenture June 1, 1953
Eighth Supplemental Indenture August 1, 1954
Ninth Supplemental Indenture April 1, 1955
Tenth Supplemental Indenture December 1, 1959
Eleventh Supplemental Indenture May 1, 1961
Twelfth Supplemental Indenture February 1, 1963
Thirteenth Supplemental Indenture April 1, 1965
Fourteenth Supplemental Indenture March 1, 1966
Fifteenth Supplemental Indenture March 1, 1967
Sixteenth Supplemental Indenture April 1, 1968
Seventeenth Supplemental Indenture June 1, 1968
Eighteenth Supplemental Indenture December 1, 1969
Nineteenth Supplemental Indenture August 1, 1970
Twentieth Supplemental Indenture March 1, 1971
Twenty-first Supplemental Indenture August 1, 1971
Twenty-second Supplemental Indenture April 1, 1972
Twenty-third Supplemental Indenture December 1, 1972
Twenty-fourth Supplemental Indenture June 1, 1973
Twenty-fifth Supplemental Indenture December 1, 1973
Twenty-sixth Supplemental Indenture June 1, 1974
Twenty-seventh Supplemental Indenture November 1, 1974
Twenty-eighth Supplemental Indenture July 1, 1975
Twenty-ninth Supplemental Indenture December 1, 1977
Thirtieth Supplemental Indenture July 1, 1978
Thirty-first Supplemental Indenture February 1, 1979
Thirty-second Supplemental Indenture December 1, 1980
Thirty-third Supplemental Indenture January 1, 1981
Thirty-fourth Supplemental Indenture August 1, 1981
Thirty-fifth Supplemental Indenture February 1, 1982
Thirty-sixth Supplemental Indenture December 1, 1982
Thirty-seventh Supplemental Indenture February 1, 1983
Thirty-eighth Supplemental Indenture December 1, 1984
Thirty-ninth Supplemental Indenture December 1, 1985
Fortieth Supplemental Indenture July 1, 1986
Forty-first Supplemental Indenture July 1, 1989
Forty-second Supplemental Indenture February 1, 1990
Forty-third Supplemental Indenture October 1, 1990
Forty-fourth Supplemental Indenture November 1, 1990
Forty-fifth Supplemental Indenture January 1, 1991
Forty-sixth Supplemental Indenture August 1, 1992
Forty-seventh Supplemental Indenture November 1, 1992
Forty-eighth Supplemental Indenture June 15, 1993
Forty-ninth Supplemental Indenture August 1, 1993
Fiftieth Supplemental Indenture October 1, 1993
Fifty-first Supplemental Indenture October 1, 1993
Fifty-second Supplemental Indenture June 15, 1994
Fifty-third Supplemental Indenture March 1, 1996
Fifty-fourth Supplemental Indenture March 1, 1997
Fifty-fifth Supplemental Indenture March 1, 2000
Fifty-sixth Supplemental Indenture July 1, 2001
Fifty-seventh Supplemental Indenture March 1, 2002
Fifty-eighth Supplemental Indenture November 1, 2002
Fifty-ninth Supplemental Indenture May 1, 2003
Sixtieth Supplemental Indenture June 1, 2003
Sixty-first Supplemental Indenture June 15, 2003
Sixty-second Supplemental Indenture October 1, 2004
Sixty-third Supplemental Indenture January 1, 2005
Sixty-fourth Supplemental Indenture March 1, 2005
Sixty-fifth Supplemental Indenture May 1, 2005
Sixty-sixth Supplemental Indenture June 1, 2006
Sixty-seventh Supplemental Indenture July 1, 2008
Sixty-eighth Supplemental Indenture November 1, 2008
Sixty-ninth Supplemental Indenture October 1, 2010
Seventieth Supplemental Indenture November 1, 2010
Seventy-first Supplemental Indenture December 1, 2012
Seventy-second Supplemental Indenture January 1, 2013
Seventy-third Supplemental Indenture May 1, 2013
Seventy-fourth Supplemental Indenture June 1, 2013
Seventy-fifth Supplemental Indenture July 15, 2013
Seventy-sixth Supplemental Indenture March 1, 2014
Seventy-seventh Supplemental Indenture December 1, 2014
Seventy-eighth Supplemental Indenture January 1, 2016
Seventy-ninth Supplemental Indenture August 1, 2016
Eightieth Supplemental Indenture May 1, 2018
which supplemental indentures were appropriately filed or recorded in various official records in the States of Arkansas, Louisiana, Missouri, Tennessee and Wyoming, as applicable; and
Series | Principal Amount Issued | Principal Amount Outstanding |
3 1/8% Series due 1974 | $30,000,000 | None |
2 7/8% Series due 1977 | 11,000,000 | None |
3 1/8% Series due 1978 | 7,500,000 | None |
2 7/8% Series due 1979 | 8,700,000 | None |
2 7/8% Series due 1980 | 6,000,000 | None |
3 5/8% Series due 1981 | 8,000,000 | None |
3 1/2% Series due 1982 | 15,000,000 | None |
4 1/4% Series due 1983 | 18,000,000 | None |
3 1/4% Series due 1984 | 7,500,000 | None |
3 3/8% Series due 1985 | 18,000,000 | None |
5 5/8% Series due 1989 | 15,000,000 | None |
4 7/8% Series due 1991 | 12,000,000 | None |
4 3/8% Series due 1993 | 15,000,000 | None |
4 5/8% Series due 1995 | 25,000,000 | None |
5 3/4% Series due 1996 | 25,000,000 | None |
5 7/8% Series due 1997 | 30,000,000 | None |
7 3/8% Series due 1998 | 15,000,000 | None |
9 1/4% Series due 1999 | 25,000,000 | None |
9 5/8% Series due 2000 | 25,000,000 | None |
7 5/8% Series due 2001 | 30,000,000 | None |
8% Series due August 1, 2001 | 30,000,000 | None |
7 3/4% Series due 2002 | 35,000,000 | None |
7 1/2% Series due December 1, 2002 | 15,000,000 | None |
8% Series due 2003 | 40,000,000 | None |
8 1/8% Series due December 1, 2003 | 40,000,000 | None |
10 1/2% Series due 2004 | 40,000,000 | None |
9 1/4% Series due November 1, 1981 | 60,000,000 | None |
10 1/8% Series due July 1, 2005 | 40,000,000 | None |
9 1/8% Series due December 1, 2007 | 75,000,000 | None |
9 7/8% Series due July 1, 2008 | 75,000,000 | None |
10 1/4% Series due February 1, 2009 | 60,000,000 | None |
16 1/8% Series due December 1, 1986 | 70,000,000 | None |
4 1/2% Series due September 1, 1983 | 1,202,000 | None |
5 1/2% Series due January 1, 1988 | 598,310 | None |
5 5/8% Series due May 1, 1990 | 1,400,000 | None |
6 1/4% Series due December 1, 1996 | 3,560,000 | None |
9 3/4% Series due September 1, 2000 | 4,600,000 | None |
8 3/4% Series due March 1, 1998 | 9,800,000 | None |
17 3/8% Series due August 1, 1988 | 75,000,000 | None |
16 1/2% Series due February 1, 1991 | 80,000,000 | None |
13 3/8% Series due December 1, 2012 | 75,000,000 | None |
13 1/4% Series due February 1, 2013 | 25,000,000 | None |
14 1/8% Series due December 1, 2014 | 100,000,000 | None |
Pollution Control Series A | 128,800,000 | None |
10 1/4% Series due July 1, 2016 | 50,000,000 | None |
9 3/4% Series due July 1, 2019 | 75,000,000 | None |
10% Series due February 1, 2020 | 150,000,000 | None |
10 3/8% Series due October 1, 2020 | 175,000,000 | None |
Solid Waste Disposal Series A | 21,066,667 | None |
Solid Waste Disposal Series B | 28,440,000 | None |
7 1/2% Series due August 1, 2007 | 100,000,000 | None |
7.90% Series due November 1, 2002 | 25,000,000 | None |
8.70% Series due November 1, 2022 | 25,000,000 | None |
Pollution Control Series B | 46,875,000 | None |
6.65% Series due August 1, 2005 | 115,000,000 | None |
6% Series due October 1, 2003 | 155,000,000 | None |
7% Series due October 1, 2023 | 175,000,000 | None |
Pollution Control Series C | 20,319,000 | None |
Pollution Control Series D | 9,586,400 | None |
8 3/4% Series due March 1, 2026 | 85,000,000 | None |
7% Series due March 1, 2002 | 85,000,000 | None |
7.72% Series due March 1, 2003 | 100,000,000 | None |
6 1/8% Series due July 1, 2005 | 100,000,000 | None |
6.70% Series due April 1, 2032 | 100,000,000 | None |
6.00% Series due November 1, 2032 | 100,000,000 | None |
5.40% Series due May 1, 2018 | 150,000,000 | None |
5.90% Series due June 1, 2033 | 100,000,000 | None |
5% Series due July 1, 2018 | 115,000,000 | None |
6.38% Series due November 1, 2034 | 60,000,000 | None |
5.66% Series due February 1, 2025 | 175,000,000 | None |
5% Pollution Control Series E | 45,000,000 | None |
4.5% Series due June 1, 2010 | 100,000,000 | None |
Pollution Control Series F | 56,378,000 | None |
5.40% Series due August 1, 2013 | 300,000,000 | None |
5.75% Series due November 1, 2040 | 225,000,000 | None |
3.75% Series due February 15, 2021 | 350,000,000 | 350,000,000 |
4.90% Series due December 1, 2052 | 200,000,000 | 200,000,000 |
Pollution Control Series G | 55,266,000 | None |
Pollution Control Series H | 45,713,000 | 45,713,000 |
3.05% Series due June 1, 2023 | 250,000,000 | 250,000,000 |
4.75% Series due June 1, 2063 | 125,000,000 | 125,000,000 |
2013 Credit Agreement Collateral Series due January 26, 2015 | 255,000,000 | None |
3.70% Series due June 1, 2024 | 375,000,000 | 375,000,000 |
4.95% Series due December 15, 2044 | 250,000,000 | 250,000,000 |
3.5% Series due April 1, 2026 | 600,000,000 | 600,000,000 |
4.875% Series due September 1, 2066 | 410,000,000 | 410,000,000 |
4.00% Series due June 1, 2028 | 250,000,000 | 250,000,000 |
which bonds are also hereinafter sometimes called bonds of the First through Eighty-seventh Series, respectively; and
Company (the “2018 Transfer”) pursuant to a Plan of Merger between the Original Company and the Company (the “2018 Transfer Documents”), pursuant to which, among other things, the Company succeeded to the ownership of all of the Original Company’s right, title and interest in and to the Mortgaged and Pledged Property as constituted immediately prior to the time that the 2018 Transfer becomes effective, succeeded to all of the Original Company’s duties and obligations under the Mortgage and the bonds outstanding thereunder; and
WHEREAS, effective as of December 1, 2018, the name of the Company was changed from Entergy Arkansas Power, LLC to Entergy Arkansas, LLC; and
That the Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further 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 Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto The Bank of New York Mellon Trust Company, National Association (as to property, real or personal, situated or being in Missouri) and (to the extent of its legal capacity to hold the same for the purposes hereof) to Deutsche Bank Trust Company Americas, as Trustees under the Mortgage, and to their successor or successors in said trust, and to them and their successors and assigns forever, all property, real, personal or mixed, of any kind or nature acquired by the Company after the date of the execution and delivery of the Mortgage (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 87 of the Mortgage, 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 in this _________ Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, 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 street and interurban railway and transportation lines and systems, terminal systems and facilities; all bridges, culverts, tracks, railways, sidings, spurs, wyes, roadbeds, trestles and viaducts; all overground and underground trolleys and feeder wires; all telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof, all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, 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, wires, cables, tools, implements, apparatus, furniture and chattels; 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; 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 and (except as herein or in the Mortgage, as heretofore supplemented, expressly excepted) all the right, 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 hereinbefore or in the Mortgage, 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 57 of the Mortgage) 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 and franchises and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, 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 Mortgage, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage and as fully embraced within the lien hereof and the lien of the Mortgage, as heretofore supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and conveyed hereby or thereby.
PROVIDED THAT 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 and are hereby expressly excepted from the lien and operation of this ______ Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business or for the purpose of repairing or replacing (in whole or in part) any street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles or other vehicles or aircraft, and fuel, oil and similar materials and supplies consumable in the operation of any properties of the Company; street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage, as heretofore supplemented, or covenanted so to be; the Company's contractual rights or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, 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; all timber, minerals, mineral rights and royalties; (6) the Company's franchise to be a corporation; (7) the properties heretofore sold or in the process of being sold by the Company and heretofore released from the Mortgage and Deed of Trust dated as of October 1, 1926 from Arkansas Power & Light Company to Guaranty Trust Company of New York, trustee, and specifically described in a release instrument executed by Guaranty Trust Company of New York, as trustee, dated October 13, 1938, which release has heretofore been delivered by the said trustee to the Company and recorded by the Company in the office of the Recorder for Garland County, Arkansas, in Record Book 227, Page 1, all of said properties being located in Garland County, Arkansas; and (8) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage, as heretofore supplemented, and this ______ Supplemental 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 any or all 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 XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.
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 by the Company as aforesaid, or intended so to be, unto The Bank of New York Mellon Trust Company, National Association (as to property, real or personal, situated or being in Missouri), and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees, 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 Mortgage, as heretofore supplemented, this _____ Supplemental Indenture being supplemental to the Mortgage.
AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as heretofore supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors in the trust in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustees, by the Mortgage as a part of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows:
I.
__________ SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated "____% Series due _______, 20__" (herein sometimes called the"____ Series"), each of which shall also bear the descriptive title "First Mortgage Bond", and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the ____ Series (which shall be initially issued in the aggregate principal amount of $__________) shall mature on _____ , 20_, shall be issued as fully registered bonds in the denomination of __________ Dollars and such other denominations as the officers of the Company shall determine to issue (such determination to be evidenced by the execution and delivery thereof), shall bear interest at the rate of _% per annum, the first interest payment to be made on _____, 20_, for the period from ______, 20_ to ______, 20__ with subsequent interest payments payable _____ on _____ and _____ of each year (each an "Interest Payment Date"), shall be dated as in Section 10 of the Mortgage provided, and the principal of, and to the extent permitted by the Mortgage, interest on any overdue principal of, each said bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, 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 will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date, redemption date or maturity of any bond of the _____________ Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or maturity, as the case may be, to such Business Day. "Business Day" means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the Corporate Trustee (hereinafter defined) is closed for business.
So long as all of the bonds of the _________ Series are held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest on the bonds of the _____ Series shall be the Business Day immediately preceding the corresponding Interest Payment Date; provided, however, that the record date for the payment of interest which is paid after such Interest Payment Date, shall be the Business Day immediately preceding the date on which such interest is paid. Interest on the bonds of
the _____ Series shall be paid to the Person in whose name such bonds of the _____ Series are registered at the close of business on the record date for the corresponding Interest Payment Date.
(I) Form of Bonds of the ______ Series.
The Bonds of the _____ Series, and the Corporate Trustee's authentication certificate to be executed on the Bonds of the _____ Series, shall be in substantially the following forms, respectively:
[FORM OF FACE OF BOND OF THE _____ SERIES]
[depository legend]
(TEMPORARY REGISTERED BOND)
No.TR-______________ CUSIP __________
$___________________
FIRST MORTGAGE BOND, ___ % SERIES
DUE _____________, 20___
ENTERGY ARKANSAS, LLC, a limited liability company of the State of Texas (hereinafter called the Company), for value received, hereby promises to pay to or registered assigns, on ________, 20___ at the office or agency of the Company in the Borough of Manhattan, The City of New York,
______________________DOLLARS
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 to the registered owner hereof interest thereon from _______, 20_, if the date of this bond is prior to ______, 20_ or if the date of this bond is on or after ________, 20_, 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 at said office or agency on _____ and _______ of each year, commencing _______, 20_, until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under the applicable law) on any overdue installment of interest at the rate of 6% per annum. So long as this bond is held by [Name of Depositary or clearinghouse] or its nominee, or a successor thereof, the record date for the payment of interest hereon shall be the Business Day (as defined in the _____ Supplemental Indenture referred to below) immediately preceding the date on which interest is due; provided, however, that the record date for the payment of interest which is paid after the date on which such interest is due, shall be the Business Day immediately preceding the date on which such interest is paid. Interest hereon shall be paid to the Person in whose name this bond is registered at the close of business on the record date for the payment of such interest. If any interest payment date for this bond falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If the maturity date or any redemption date of this bond falls on a day that is not a Business Day, the payment of principal and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.
This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, ____% Series due __________, 20_, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the _____ Supplemental Indenture dated as of ______, 20_, called the Mortgage), dated as of October 1, 1944, executed by the Company to Guaranty Trust Company of New York (Deutsche Bank Trust Company Americas, successor) (herein sometimes called the "Corporate Trustee") and, as to property, real or personal, situated or being in Missouri, Xxxxxx X. Xxxxxxx (The Bank of New York Mellon Trust Company, National Association, successor), as Trustees. Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. 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 and/or coupons 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.
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.
In the manner prescribed in the Mortgage, this bond is transferable by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to the transferee in exchange therefor 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.
In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.
In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery.
As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.
The bonds of this series are subject to redemption as provided in the ___________________ Supplemental Indenture.
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 company, as such, either directly or through the Company or any predecessor or successor company, 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.
This bond shall be construed in accordance with and governed by the laws of the State of New York.
This bond shall not become obligatory until Deutsche Bank Trust Company Americas, the Corporate Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.
IN WITNESS WHEREOF, ENTERGY ARKANSAS, LLC has caused this bond to be signed in its company name by its President or one of its Vice Presidents by his/her signature or a facsimile thereof, and its company seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries, by his/her signature or a facsimile thereof, on _____, 20_.
By: _________________________
Attest: _____________________________
CORPORATE 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.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Corporate Trustee
By: ____________________
Authorized Officer
(II) The bonds of the Series shall [not] be redeemable at the option of the Company, in whole or in part, on not less than 30 days nor more than 60 days notice prior to the date fixed for redemption, at any time prior to maturity of the bonds of the _____ Series, at a redemption price equal to [insert prices or mechanism for determining prices at which redeemable, and related dates]].
If, at the time notice of redemption is given, the redemption monies are not held by the Corporate Trustee, the redemption may be made subject to the receipt of such monies before the date fixed for redemption, and such notice shall be of no effect unless such monies are so received.
(III) 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, 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.
Upon any 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 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.
Upon the delivery of this ________________ Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as heretofore supplemented, there shall be an initial issue of bonds of the ___________ Series for the aggregate principal amount of $_____________. Additional bonds of the _________ Series, without limitation as to amount, having substantially the same terms as the Outstanding bonds of the _________ Series (except for the issue date, price to public and, if applicable, the initial interest payment date) may be issued by the Company without the notice to or the consent of the existing holders of the bonds of the _________ Series.
II
SECTION 1. 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 to any amendment or supplement to the Mortgage 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 2. Subject to the amendments provided for in this _____ Supplemental Indenture, the terms defined in the Mortgage and the First through _____ Supplemental Indentures shall, for all purposes of this _____Supplemental Indenture, have the meanings specified in the Mortgage and the First through _____ Supplemental Indentures.
SECTION 3. 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 Mortgage and in the First through ___________ Supplemental Indentures 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 made by the Company solely. In general each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, 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 4. Whenever in this _______________ Supplemental Indenture any of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants
and agreements in this ________________ Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or any of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.
SECTION 5. Nothing in this _______________ Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this __________ Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises or agreements in this ___________ Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage.
SECTION 6. This _____ Supplemental Indenture shall 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 7. This _____ Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.
IN WITNESS WHEREOF, ENTERGY ARKANSAS, LLC has caused its company name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf, and DEUTSCHE BANK TRUST COMPANY AMERICAS has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by, one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Associates for and in its behalf, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Senior Associates or Associates, and its corporate seal to be attested by one of its Vice Presidents or one of its Senior Associates or one of its Associates for and in its behalf, as of the day and year first above written.
By: _______________________
Name:
Title:
Attest:
By:_________________________
Name:
Title:
Executed, sealed and delivered by
ENTERGY ARKANSAS, LLC
in the presence of:
_____________________________
Name:
_____________________________
Name:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
As Corporate Trustee
By: ______________________________
Name:
Title:
Attest:
_____________________________
Name:
Executed, sealed and delivered by
DEUTSCHE BANK TRUST COMPANY AMERICAS
in the presence of:
Name:
Name:
THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION,
As Co-Trustee as to property, real or personal, situated or being in Missouri
By: ______________________________
Name:
Title:
Attest:
By: _____________
Name:
Title:
Executed, sealed and delivered by
THE BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION
in the presence of:
By: ________________
Name:
By: ________________
Name:
STATE OF LOUISIANA )
) SS.:
PARISH OF ORLEANS )
On this _____ day of _________________,20___, before me, ____________ , a Notary Public duly commissioned, qualified and acting within and for said Parish and State, appeared in person the within named ________and _______, to me personally well known, who stated that they were the ______________________ and ___________________, respectively, of ENTERGY ARKANSAS, LLC, a limited liability company, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.
On the ____________ day of _____________, 20_____, before me personally came __________, to me known, who, being by me duly sworn, did depose and say that he/she is the of ENTERGY ARKANSAS, LLC, one of the companies described in and which executed the above instrument; that he/she knows the seal of said company; that the seal affixed to said instrument is such company seal; that it was so affixed by order of the Board of Directors of said company, and that he/she signed his/her name thereto by like order.
On the _________ day of _________________, 20______, before me appeared __________, to me personally known, who, being by me duly sworn, did say that he/she is the ___________ of ENTERGY ARKANSAS, LLC, and that the seal affixed to the foregoing instrument is the company seal of said company, and that said instrument was signed and sealed in behalf of said company by authority of its Board of Directors, and he/she acknowledged said instrument to be the free act and deed of said company.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and year last above written.
By: _______
Name:
Notary Public No. ___________
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 _________________,20___, before me, _____________________, a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared __________________ and __________________, to me personally well known, who stated that they were a _______________ and ________________, respectively, of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.
On the ____________ day of _____________, 20_____, before me personally came _______ and _________, to me known, who, being by me duly sworn, did depose and say that he/she resides in ________________ and ______________ respectively; that they are a _____________ and a _____________ of DEUTSCHE BANK TRUST COMPANY AMERICAS, one of the corporations described in and which executed the above instrument; that they know the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that they signed their names thereto by like authority.
On the ____________ day of _____________, 20_____, before me appeared , to me personally known, who, being by me duly sworn, did say that he/she is a ______________________ of DEUTSCHE BANK TRUST COMPANY AMERICAS, 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 he/she acknowledged said instrument to be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said County and State the day and year last above written.
__________________________
Name:
Notary Public, State of New York
No. _____________
Qualified in ___________ County
Commission Expires ___________, 20____
STATE OF [ ])
) SS.:
COUNTY OF [ ] )
On this _____ day of _________________,20___, before me, ___________________________, a Notary Public duly commissioned, qualified and acting within and for said state, appeared ____________________ and _____________________, personally known to me, or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument, who stated that they were a __________________ and ____________________ , respectively, of THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Co-Trustee as to property, real or personal, situated or being in Missouri (the “Missouri Co-Trustee”), and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said Missouri Co-Trustee; and further stated that they had so signed, executed and delivered the same for the consideration, uses and purposes therein mentioned and set forth.
On this _____ day of _________________,20___, before me personally appeared ____________________, personally known to me, or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and, who, being by me duly sworn, did depose and say that he/she is a ___________________ of THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, one of the entities described in and which executed the above instrument; that he/she knows the seal of said National Association; that the seal affixed to said instrument is such seal; that it was so affixed by authority of its Board of Directors, and that he/she signed his/her name thereto by like authority.
On this _____ day of _________________,20___, before me appeared _____________ , personally known to me, or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and, who, being by me duly sworn, did say that he/she resides in _____________________; that he/she is a ___________________ of THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, and that the seal affixed to the foregoing instrument is the seal of the Missouri Co-Trustee, and that said instrument was signed and sealed on behalf of said National Association by authority of its Board of Directors, and he/she acknowledged said instrument to be the free act and deed of said entity.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said City and State the day and year last above written.
__________________________
Name:
Notary Public, State of [ ]
No. ____________________
Qualified in ____________ County
Commission Expires ___________, 20___