Exhibit C-2(a)
ENTERGY ARKANSAS, INC.
TO
BANKERS TRUST COMPANY
(successor to Xxxxxx Guaranty Trust Company of New York)
AND
XXXXXXX XXXX
(successor to Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxxx,
Grainger X. Xxxxxx and Xxxx X. Xxxxxxxx)
AND
(as to property, real or personal, situated or being in
Missouri)
BNY TRUST COMPANY OF MISSOURI
(successor to Xxxxx X. Xxx Xxxxx, The Boatmen's National
Bank of St. Louis and Xxxxxx X. Xxxxxxx)
As Trustees under Entergy Arkansas, Inc.'s Mortgage and Deed
of Trust,
Dated as of October 1, 1944
___________________________
FIFTY-SEVENTH SUPPLEMENTAL INDENTURE
Providing among other things for
First Mortgage Bonds, 6.70% Series due April 1, 2032 (Sixty-
fourth Series)
__________________________
Dated as of March 1, 2002
FIFTY-SEVENTH SUPPLEMENTAL INDENTURE
INDENTURE, dated as of March 1, 2002, between ENTERGY
ARKANSAS, INC., a corporation of the State of Arkansas,
whose post office address is 000 Xxxx Xxxxxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000 (hereinafter sometimes called the "Company"),
and BANKERS TRUST COMPANY (successor to Xxxxxx Guaranty
Trust Company of New York), a corporation of the State of
New York, whose post office address is 0 Xxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 (hereinafter sometimes called the
"Corporate Trustee"), and XXXXXXX XXXX (successor to Xxxx X.
Xxxxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxxx and Xxxxxxxx
X. Xxxxxx), and (as to property, real or personal, situated
or being in Missouri) BNY TRUST COMPANY OF MISSOURI
(successor to Xxxxx X. Xxx Xxxxx, The Boatmen's National
Bank of St. Louis and Xxxxxx X. Xxxxxxx), whose mailing
address is 000 Xxxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000
(said Xxxxxxx Xxxx being hereinafter sometimes called the
"Co-Trustee", and said BNY Trust Company of Missouri being
hereinafter sometimes called the "Missouri Co-Trustee", and
the Corporate Trustee, the Co-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 "Fifty-
seventh Supplemental Indenture") being supplemental thereto.
WHEREAS, the Mortgage was appropriately filed or
recorded in various official records in the States of
Arkansas, Missouri, Tennessee and Wyoming; and
WHEREAS, an instrument, dated as of July 7, 1949, was
executed by the Company appointing Xxxxxxx X. Xxxxxxxxx as
Co-Trustee in succession to Xxxxx X. Xxxxx (resigned) under
the Mortgage, and by Xxxxxxx X. Xxxxxxxxx accepting said
appointment, and said instrument was appropriately filed or
recorded in various official records in the States of
Arkansas, Missouri, Tennessee and Wyoming; and
WHEREAS, an instrument, dated as of March 1, 1960, was
executed by the Company appointing Grainger X. Xxxxxx as Co-
Trustee in succession to Xxxxxxx X. Xxxxxxxxx (resigned)
under the Mortgage, and by Grainger X. Xxxxxx accepting said
appointment, 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 Twenty-first Supplemental Indenture
mentioned below, the 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 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 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 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 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 May 31, 2000,
the Company appointed BNY Trust Company of Missouri as
Missouri Co-Trustee in succession to Xxxxx X. Xxx Xxxxx
(resigned) under the Mortgage, and BNY Trust Company of
Missouri accepted said appointment, and said instrument was
appropriately filed or recorded in various official records
in the State of Missouri; and
WHEREAS, by the Mortgage the 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
WHEREAS, the Company executed and delivered to the
Trustees the following supplemental indentures:
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
which supplemental indentures were appropriately filed or
recorded in various official records in the States of
Arkansas, Missouri, Tennessee and Wyoming; and
WHEREAS, in addition to the property described in the
Mortgage, as heretofore supplemented, the Company has
acquired certain other property, rights and interests in
property; and
WHEREAS, the Company has heretofore issued, in
accordance with the provisions of the Mortgage, as
supplemented, the following series of First Mortgage Bonds:
Series Principal Principal
Amount Amount
Issued 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 100,000,000 100,000,000
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 46,875,000
6.65% Series due August 1, 2005 115,000,000 115,000,000
6 % Series due October 1, 2003 155,000,000 155,000,000
7 % Series due October 1, 2023 175,000,000 175,000,000
Pollution Control Series C 20,319,000 20,319,000
Pollution Control Series D 9,586,400 9,586,400
8 3/4% Series due March 1, 2026 85,000,000 85,000,000
7% Series due March 1, 2002 85,000,000 85,000,000
7.72 % Series due March 1, 2003 100,000,000 100,000,000
6 1/8 % Series due July 1, 2005 100,000,000 100,000,000
which bonds are also hereinafter sometimes called bonds of
the First through Sixty-third Series, respectively; and
WHEREAS, Section 8 of the Mortgage provides that the
form of each series of bonds (other than the First Series)
issued thereunder and of the coupons to be attached to
coupon bonds of such series shall be established by
Resolution of the Board of Directors of the Company and that
the form of such series, as established by said Board of
Directors, shall specify the descriptive title of the bonds
and various other terms thereof, and may also contain such
provisions not inconsistent with the provisions of the
Mortgage as the Board of Directors may, in its discretion,
cause to be inserted therein expressing or referring to the
terms and conditions upon which such bonds are to be issued
and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage 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 Mortgage, 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 or restrictions for the benefit of
any one or more series of bonds issued thereunder, or the
Company may cure any ambiguity contained therein or in any
supplemental indenture, or may establish the terms and
provisions of any series of bonds other than said First
Series, 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 record
in all of the states in which any property at the time
subject to the lien of the Mortgage shall be situated; and
WHEREAS, the Company now desires to create a new series
of bonds and (pursuant to the provisions of Section 120 of
the Mortgage) to add to its covenants and agreements
contained in the Mortgage, as heretofore supplemented,
certain other covenants and agreements to be observed by it
and to alter and amend in certain respects the covenants and
provisions contained in the Mortgage, as heretofore
supplemented; and
WHEREAS, the execution and delivery by the Company of
this Fifty-seventh Supplemental Indenture, and the terms of
the bonds of the Sixty-fourth Series, hereinafter referred
to, have been duly authorized by the Board of Directors of
the Company by appropriate Resolutions of said Board of
Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
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 BNY Trust Company
of Missouri (as to property, real or personal, situated or
being in Missouri) and Xxxxxxx Xxxx (but, as to property,
real or personal, situated or being in Missouri, only to the
extent of his legal capacity to hold the same for the
purposes hereof) and (to the extent of its legal capacity to
hold the same for the purposes hereof) to Bankers Trust
Company, 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 Fifty-seventh 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 Fifty-seventh 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 Fifty-seventh
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 BNY Trust Company of Missouri (as
to property, real or personal, situated or being in
Missouri), and unto Xxxxxxx Xxxx (but, as to property, real
or personal, situated or being in Missouri, only to the
extent of his legal capacity to hold the same for the
purposes hereof) and (to the extent of its legal capacity to
hold the same for the purposes hereof) unto Bankers Trust
Company, 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 Fifty-seventh
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:
ARTICLE I
SIXTY-FOURTH SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated
"6.70% Series due April 1, 2032" (herein sometimes called
the "Sixty-fourth 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 Sixty-fourth Series (which
shall be initially issued in the aggregate principal amount
of $100,000,000) shall mature on April 1, 2032, shall be
issued as fully registered bonds in the denomination of
Twenty-five Dollars and, at the option of the Company, in
any multiple or multiples of Twenty-five Dollars (the
exercise of such option to be evidenced by the execution and
delivery thereof), shall bear interest at the rate of 6.70%
per annum, the first interest payment to be made on July 1,
2002, for the period from March 28, 2002 to July 1, 2002
with subsequent interest payments payable quarterly on
January 1, April 1, July 1 and October 1 of each year (each
an "Interest Payment Date"), shall be dated as in Section 10
of the Mortgage provided, and the principal of and interest
on 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 Sixty-fourth 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 Sixty-fourth
Series shall not be a Business Day, then payment of interest
or principal and premium, if any, 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 is closed
for business.
So long as all of the bonds of the Sixty-fourth 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 Sixty-fourth 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 Sixty-fourth Series shall be paid to the
Person in whose name such bonds of the Sixty-fourth Series
are registered at the close of business on the record date
for the corresponding Interest Payment Date.
(I) Except as provided in paragraph (II) below, bonds of
the Sixty-fourth Series shall not be redeemable at the
option of the Company or otherwise prior to April 1, 2007.
On or after April 1, 2007, bonds of the Sixty-fourth 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, as provided in Section 52 of the Mortgage,
mailed not less than 30 days nor more than 60 days prior to
the date fixed for redemption, at a redemption price equal
to 100% of the principal amount of the bonds of the Sixty-
fourth Series to be redeemed, plus accrued interest thereon
to the redemption date.
(II) Bonds of the Sixty-fourth 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 Mortgage) of cash delivered to or
deposited with the Corporate Trustee pursuant to the
provisions of Section 37 or Section 64 of the Mortgage at
the special redemption price of 100% of the principal amount
of the bonds of the Sixty-fourth Series to be redeemed plus
accrued interest thereon to the redemption date.
(III) The Company shall redeem bonds of the Sixty-fourth
Series, in whole but not in part, prior to maturity, upon
like notice, at the redemption price of 100% of the
principal amount of the bonds of the Sixty-fourth Series,
plus accrued interest thereon to the redemption date, upon
the occurrence of an event of default pursuant to the
Insurance Agreement dated March 28, 2002 ("Insurance
Agreement") between the Company and Ambac Assurance
Corporation ("Ambac"), which event of default will be deemed
to have occurred if, and only if, the Company breached its
obligations under Section 3.01 of the Insurance Agreement
and such breach continues for more than 60 days after the
receipt by the Company of written notice of such breach from
Ambac ("Insurance Event"). Subject to the notice to holders
provisions provided in this clause (III), the Company shall
redeem bonds of the Sixty-fourth Series pursuant to the
prior sentence as follows: (i) on April 1, 2007 if the
Insurance Event occurs on or prior to January 31, 2007, or
(ii) if the Insurance Event occurs on or after February 1,
2007, within 60 days of such occurrence of the Insurance
Event, but in no event earlier than April 1, 2007.
(IV) To the extent permitted by law and so long as Ambac is
in compliance with its obligations under its Financial
Guaranty Insurance Policy No. 19336BE ("Policy") and is not
subject to any bankruptcy, insolvency or similar
proceedings:
(a) notwithstanding any other provision of the
Mortgage, Ambac shall be entitled to control and direct the
enforcement of all rights and remedies with respect to the
bonds of the Sixty-fourth Series (including but not limited
to any right to accelerate bonds of the Sixty-fourth Series
and any right to vote for approval of any plan of
reorganization or liquidation) upon the occurrence and
continuation of a default under the Mortgage to the same
extent as if it were the holder of the bonds of the Sixty-
fourth Series; and
(b) no consent of any holder of bonds of the Sixty-
fourth Series to any amendment, supplement or change to, or
other modification of, the Mortgage shall be effective
without the prior written consent of Ambac.
(V) At the option of the registered owner, any bonds of the
Sixty-fourth 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 Sixty-fourth 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 Sixty-
fourth 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 Fifty-seventh 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 Sixty-fourth Series for the
aggregate principal amount of $100,000,000.
ARTICLE II
DIVIDEND COVENANT
SECTION 2. The Company covenants that, so long as any of
the bonds of the Sixty-fourth Series are Outstanding, it
will not declare any dividends on its Common Stock (other
than (a) a dividend payable solely in shares of its Common
Stock, or (b) 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)
if, after such dividend, distribution, purchase or
acquisition, the aggregate amount of such dividends,
distributions, purchases and acquisitions paid or made
subsequent to February 28, 2002 (other than any dividend
declared by the Company on or before February 28, 2002)
exceeds (without giving effect to (i) any of such dividends,
distributions, purchases or acquisitions, or (ii) any net
transfers from retained earnings to stated capital accounts)
the sum of (a) the aggregate amount credited subsequent to
February 28, 2002 to retained earnings, (b) $350,000,000 and
(c) such additional amount as shall be authorized or
approved, upon application by the Company, by the Securities
and Exchange Commission, or by any successor commission
thereto, under the Public Utility Holding Company Act of
1935.
For the purposes of this Section 2 the aggregate amount
credited subsequent to February 28, 2002 to retained
earnings shall be determined in accordance with generally
accepted accounting principles and practices after making
provision for dividends upon any preferred stock of the
Company, accumulated subsequent to such date, but in such
determination there shall not be considered charges to
retained earnings applicable to the period prior to February
28, 2002, including, but not limited to, charges to retained
earnings for write-offs or write-downs of book values of
assets owned by the Company on February 28, 2002.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3. The holders of the bonds of the Sixty-fourth
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 Sixty-fourth 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 4. Subject to the amendments provided for in
this Fifty-seventh Supplemental Indenture, the terms defined
in the Mortgage and the First through Fifty-sixth
Supplemental Indentures shall, for all purposes of this
Fifty-seventh Supplemental Indenture, have the meanings
specified in the Mortgage and the First through Fifty-sixth
Supplemental Indentures.
SECTION 5. 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 Fifty-sixth
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 Fifty-seventh 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 Fifty-seventh Supplemental Indenture with the
same force and effect as if the same were herein set forth
in full with such omissions, variations and insertions, if
any, as may be appropriate to make the same conform to the
provisions of this Fifty-seventh Supplemental Indenture.
SECTION 6. Whenever in this Fifty-seventh Supplemental
Indenture either 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 Fifty-seventh
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 7. Nothing in this Fifty-seventh 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 Fifty-
seventh Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises or agreements
in this Fifty-seventh 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 8. This Fifty-seventh 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 9. This Fifty-seventh Supplemental Indenture
shall be construed in accordance with and governed by the
laws of the State of New York.
IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused
its corporate 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 BANKERS 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 one of its Assistant Vice Presidents, and its
corporate seal to be attested by one of its Associates for
and in its behalf, and XXXXXXX XXXX has hereunto set his
hand and affixed his seal, and BNY TRUST COMPANY OF MISSOURI
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 Assistant
Secretaries or one of its Assistant Treasurers or one of its
Assistant Vice Presidents for and in its behalf, as of the
day and year first above written.
ENTERGY ARKANSAS, INC.
By: Xxxxxx X. XxXxxx
Xxxxxx X. XxXxxx
Vice President and
Treasurer
Attest:
Xxxxxxxxxxx X. Screen
Xxxxxxxxxxx X. Screen
Assistant Secretary
Executed, sealed and delivered by
ENTERGY ARKANSAS, INC.
in the presence of:
Xxxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxx
BANKERS TRUST COMPANY,
As Corporate Trustee
By: Xxxxx Xxxxxxx
Attest:
Xxxxxx Xxxxxxx XXXXXXX XXXX,
Associate As Co-Trustee
Xxxxxxx Xxxx [L.S.]
Executed, sealed and delivered by
BANKERS TRUST COMPANY
and XXXXXXX XXXX
in the presence of:
Xxxxx Xxxxxx
Xxxxxxxx Xxxxx
BNY TRUST COMPANY OF MISSOURI,
As Co-Trustee as to property,
real or personal, situated or
being in Missouri
By: Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Vice
President
Attest:
Xxxxxx Rain
Xxxxxx Rain, Assistant Vice President
Executed, sealed and delivered by
BNY TRUST COMPANY OF MISSOURI
in the presence of:
Xxxxx X. Xxxx
Xxxxx X. Xxxx, Vice President
Xxxxxxxx Xxxxxxx
Xxxxxxxx Ecricson, Assistant Vice President
STATE OF LOUISIANA )
) SS.:
PARISH OF ORLEANS )
On this 22nd day of March, 2002, before me, Xxxxxx X.
Xxxxx, a Notary Public duly commissioned, qualified and
acting within and for said Parish and State, appeared in
person the within named Xxxxxx X. XxXxxx and Xxxxxxxxxxx X.
Screen, to me personally well known, who stated that they
were the Vice President and Treasurer and Assistant
Secretary, respectively, of ENTERGY ARKANSAS, INC., 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 22nd day of March, 2002, before me personally
came Seven X. XxXxxx, to me known, who, being by me duly
sworn, did depose and say that he resides at 0000 Xxxxxx'x
Xxxxxx, Xxxxxxxxxx, Xxxxxxxxx 00000; that he is the Vice
President and Treasurer of ENTERGY ARKANSAS, INC., one of
the corporations 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.
On the 22nd day of March, 2002, before me appeared
Xxxxxxxxxxx X. Screen, to me personally known, who, being by
me duly sworn, did say that he is the Assistant Secretary of
ENTERGY ARKANSAS, INC., 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 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 Parish and
State the day and year last above written.
Xxxxxx X. Xxxxx
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued For Life
STATE OF NEW JERSEY )
) SS.:
COUNTY OF XXXXXX )
On this 26th day of March, 2002, before me, Xxxxx
Xxxxxxxx, a Notary Public duly commissioned, qualified and
acting within and for said County and State, appeared Xxxxx
Xxxxxxx and Xxxxxx Xxxxxxx, to me personally well known, who
stated that they were a Vice President and an Associate,
respectively, of BANKERS TRUST COMPANY, 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 26th day of March, 2002, before me personally
came Xxxxx Xxxxxxx, to me known, who, being by me duly
sworn, did depose and say that she resides at 000 X. 00xx
Xxxxxx, Xxxxxxxx, XX 00000; that she is a Vice President of
BANKERS TRUST COMPANY, one of the corporations 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
authority of the Board of Directors of said corporation, and
that she signed her name thereto by like authority.
On the 26th day of March, 2002, before me appeared
Xxxxxx Xxxxxxx, to me personally known, who, being by me
duly sworn, did say that he is an Associate of BANKERS 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 he
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.
Xxxxx Xxxxxxxx
Notary Public, State of New Jersey
Qualified in Xxxxxx County
Commission Expires 1/2/07
STATE OF NEW JERSEY )
) SS.:
COUNTY OF XXXXXX )
On this 26th day of March 2002, before me, Xxxxx
Xxxxxxxx, the undersigned, personally appeared, XXXXXXX
XXXX, known to me to be the person whose name is subscribed
to the within instrument, and acknowledged that he executed
the same for the purposes therein contained.
On the 26th day of March, 2002, before me personally
appeared XXXXXXX XXXX, 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.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
Xxxxx Xxxxxxxx
Notary Public, State of New Jersey
Qualified in Xxxxxx County
Commission Expires 1/2/07
STATE OF MISSOURI )
) SS.:
CITY OF ST. LOUIS )
On this 22nd day of March, 2002, before me, Joy Xxxxx
Xxxxxxx, a Notary Public duly commissioned, qualified and
acting within and for said county and state, appeared
Xxxxxxx Xxxxx and Xxxxxx Rain, to me personally known, who
stated that they were a Vice President and Assistant Vice
President, respectively, of BNY TRUST COMPANY OF MISSOURI, a
trust company, and were duly authorized in their respective
capacities to execute the foregoing instrument for and in
the name and on behalf of said Corporation; 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 the 22nd day of March, 2002, before me personally
appeared Xxxxx Xxxx, to me personally known, who, being by
me duly sworn, did depose and say that he resided at St.
Louis, Missouri; that he is a Vice President of BNY TRUST
COMPANY OF MISSOURI, one of the corporations 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
authority of the Board of Directors of said corporation, and
that he signed his name thereto by like authority.
On the 22nd day of March, 2002, before me appeared
Xxxxxxxx Xxxxxxx, to me personally known, who, being by me
duly sworn, did say that he is an Assistant Vice President
of BNY TRUST COMPANY OF MISSOURI, 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 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 City and State
the day and year last above written.
Joy Xxxxx Xxxxxxx
Notary Public, State of Missouri
Qualified in St. Louis County
Commission Expires October 16, 2002
