a4a.htm


     Exhibit
4(a)

     

     

     

    Counterpart
__ of 50

     

     

     

    ENTERGY
GULF STATES LOUISIANA, L.L.C.

    (Successor
by merger to Entergy Gulf States, Inc., formerly Gulf States Utilities
Company)

     

     

    446 North
Boulevard
Baton
Rouge, Louisiana 70802

     

     

    TO

     

     

    THE
BANK OF NEW YORK MELLON

    (Formerly
The Bank of New York, successor to JPMorgan Chase Bank, N.A.)

    as
Trustee

     

     

    101
Barclay Street

    New York,
New York 10286

     

     

    __________________

     

     

     

     

     

    Seventy-seventh
Supplemental Indenture

     

     

    Dated as
of September 1, 2009

     

     

    __________________

     

     

    Relating
to an Issue of First Mortgage Bonds,

    5.59%
Series due October 1, 2024

    and
Supplementing Indenture of Mortgage

    dated
September 1, 1926

    __________________

     

     

    THIS INSTRUMENT GRANTS A
SECURITY

    INTEREST BY A
UTILITY

     

     

    THIS INSTRUMENT CONTAINS
AFTER-ACQUIRED

    PROPERTY
PROVISIONS

     



    ENTERGY
GULF STATES LOUISIANA, L.L.C.

    TABLE OF
CONTENTS

    


    Inserted
for convenience only and not as a part of the

    Seventy-seventh
Supplemental Indenture

    


     

    
      
        	 	Page 
	 	 
	 Parties	1 
	 Recitals	1 
	 Performance of
      Acts Necessary to Legality 	6 
	 Granting
      Clauses 	6 
	 Exception
      Clause 	7 
	 Habendum	8 
	 Declaration of
      Trust 	8 
	 Execution	17 
	 Acknowledgements	 19 
      


      

       

    

     

    ARTICLE
ONE

    


    BONDS OF
THE 2024 SERIES AND

    CERTAIN
PROVISIONS RELATING THERETO

    


     

    
      
        	 Section
      1.01.	8 
	     
      A.   Terms of Bonds of the 2024 Series 	8 
	     
      B.   Form of Bonds of the 2024 Series 	9 
	 Section
      1.02.  Redemption Provisions for Bonds of the 2024
      Series 	14 
	 Section
      1.03.  Duration of Effectiveness of Article One 	15 


      

    

    


    ARTICLE
TWO

    


     

    
      
        	 Section
      2.01. 	15 
	 Section
      2.02. 	15 
	 Section
      2.03.	16 
	 Section
      2.04. 	16 
	 Section
      2.05 	16 


      




    THIS
SEVENTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of the 1st day
of September, 2009, by and between ENTERGY GULF STATES LOUISIANA, L.L.C.
(successor by merger to Entergy Gulf States, Inc., formerly Gulf States
Utilities Company, a Texas corporation hereinafter sometimes called the
Predecessor Company), a limited liability company duly organized and existing
under the laws of the State of Louisiana (hereinafter sometimes called the
Company), party of the first part, and THE BANK OF NEW YORK MELLON (formerly The
Bank of New York, successor to JPMorgan Chase Bank, N.A.), a New York banking
corporation and having its corporate trust office in the Borough of Manhattan,
City and State of New York, as successor trustee under the Indenture of Mortgage
and indentures supplemental thereto hereinafter mentioned (hereinafter sometimes
called the Trustee), party of the second part;

     

    WHEREAS,
the Predecessor Company has heretofore executed and delivered its Indenture of
Mortgage, dated September 1, 1926 (hereinafter sometimes called the Original
Indenture), to The Chase National Bank of the City of New York, as trustee, in
and by which the Predecessor Company conveyed and mortgaged to said The Chase
National Bank of the City of New York, as trustee, certain property, therein
described, to secure the payment of its bonds issued and to be issued under said
Original Indenture in one or more series, as therein provided; and

     

     

    WHEREAS,
the Predecessor Company has heretofore executed and delivered to The Chase
National Bank of the City of New York, as trustee, the First through the Fourth
Supplemental Indentures, all supplementing and modifying said Original
Indenture; and

     

     

    WHEREAS,
on March 21, 1939, The Chase National Bank of the City of New York resigned as
trustee under the Original Indenture and all indentures supplemental thereto as
aforesaid, pursuant to Section 4 of Article XIV of the Original Indenture, and
by an Indenture dated March 21, 1939 said resignation was accepted and Central
Hanover Bank and Trust Company was duly appointed the successor trustee under
the Original Indenture and all indentures supplemental thereto, said resignation
and appointment both being effective as of March 21, 1939, and the Central
Hanover Bank and Trust Company did by said Indenture dated March 21, 1939 accept
the trust under the Original Indenture and all indentures supplemental thereto;
and

     

     

    WHEREAS,
the Predecessor Company has heretofore executed and delivered to Central Hanover
Bank and Trust Company, as successor trustee, the Fifth through the Tenth
Supplemental Indentures, supplementing and modifying said Original Indenture;
and

     

     

    WHEREAS,
the name of Central Hanover Bank and Trust Company, successor trustee, as
aforesaid, was changed effective June 30, 1951 to “The Hanover Bank”;
and

     

     

    WHEREAS,
the Predecessor Company has heretofore executed and delivered to The Hanover
Bank, as successor trustee, the Eleventh through the Twentieth Supplemental
Indentures, supplementing and modifying said Original Indenture;
and

     

     

    WHEREAS,
on September 8, 1961, pursuant to the laws of the State of New York, The Hanover
Bank, successor trustee, as aforesaid, was duly merged into Manufacturers Trust
Company, a New York corporation, under the name “Manufacturers Hanover Trust
Company,” and Manufacturers Hanover Trust Company thereupon became the duly
constituted successor trustee under the Original Indenture, as supplemented and
modified as aforesaid; and

     

     

    WHEREAS,
the Predecessor Company has heretofore executed and delivered to Manufacturers
Hanover Trust Company, as successor trustee, the Twenty-first through the
Fifty-fourth Supplemental Indentures, supplementing and modifying said Original
Indenture; and

     

     

    WHEREAS,
on June 19, 1992, pursuant to the laws of the State of New York, Manufacturers
Hanover Trust Company, successor trustee, as aforesaid, was duly merged into
Chemical Bank, a New York corporation, under the name “Chemical Bank,” and
Chemical Bank thereupon became the duly constituted successor trustee under the
Original Indenture, as supplemented and modified as aforesaid; and

     

     

    WHEREAS,
the Predecessor Company has heretofore executed and delivered to Chemical Bank,
as successor trustee, the Fifty-fifth through the Fifty-seventh Supplemental
Indentures, supplementing and modifying said Original Indenture;
and

     

     

    WHEREAS,
the name of Chemical Bank, successor trustee, as aforesaid, was duly merged with
and changed effective July 14, 1996 to “The Chase Manhattan Bank”;
and

     

     

    WHEREAS,
the Predecessor Company has heretofore executed and delivered to The Chase
Manhattan Bank, as successor trustee, the Fifty-eighth through Sixtieth
Supplemental Indentures, supplementing and modifying said Original Indenture;
and

     

     

    WHEREAS,
the name of The Chase Manhattan Bank, successor trustee, as aforesaid, was duly
changed effective November 10, 2001 to “JPMorgan Chase Bank”; and

     

     

    WHEREAS,
the Predecessor Company has heretofore executed and delivered to JPMorgan Chase
Bank, as successor trustee, the Sixty-first through Sixty-seventh Supplemental
Indentures, supplementing and modifying said Original Indenture;
and

     

     

    WHEREAS,
effective November 13, 2004, JPMorgan Chase Bank, successor trustee, was
converted from a New York corporation to a national banking association under
the name “JPMorgan Chase Bank, N.A.”; and

     

     

    WHEREAS,
the Predecessor Company has heretofore executed and delivered to JPMorgan Chase
Bank, N.A., as successor trustee, the Sixty-eighth through Seventy-fourth
Supplemental Indentures, supplementing and modifying said Original Indenture;
and

     

     

    WHEREAS,
on October 3, 2007, JPMorgan Chase Bank, N.A. resigned as trustee under the
Original Indenture and all indentures supplemental thereto as aforesaid, by an
Agreement of Resignation, Appointment and Acceptance dated October 3, 2007, said
resignation was accepted, and The Bank of New York was duly appointed the
successor trustee under the Original Indenture and all indentures supplemental
thereto, said resignation and appointment both being effective as of October 3,
2007, and The Bank of New York did by said Agreement dated October 3, 2007
accept the trust under the Original Indenture and all indentures supplemental
thereto; and

     

     

    WHEREAS,
the series of bonds established under the Seventh Supplemental Indenture
supplementing and modifying said Original Indenture and under each successive
supplemental indenture have been designated respectively and are referred to
herein as “Bonds of the 1976, 1978, 1979, 1980, 1981, 1982, 1983, 1986, 1987,
1988, 1989, 1989A, 1990, 1992, 1996, 1997, 1998, 1998A, 1999, 1999A, 2000,
2000A, 2001, 2003, 2004, 2005, 2006, 2007, 2009, 2009A, 1987A, 2010, 1991, 1993,
1992A, 2012, 2013, 2013A, 1994, 2014B, C and D, 2015, 2016, 2016A, 1994A, 2002,
2022, 2004A, 2024, 1996A, 1997A, 1998B, 1999B, 2003A, MTN, 2003B, 2004B, 2007A,
2012A, 2008, 2007B, 2033, 2015A, 2011, 2009B, 2014E, 2035, 2015B, 2010A, 2006A,
2008A, 2011B and 2018 Series”; and

     

     

    WHEREAS,
effective as of December 26, 2007, the Predecessor Company obtained the release
from the lien of the Original Indenture, as supplemented and modified of all of
its real property located in Texas and substantially all of its personal
property located in Texas that was part of the trust estate, together with
certain associated rights, privileges and franchises, as well as certain
undivided interests in mortgaged property located in Louisiana, as more
particularly described in the instruments of partial release filed with respect
thereto on or before December 26, 2007; and

     

     

    WHEREAS,
effective as of 1:00 P.M. Central Standard Time, December 31, 2007, the
Predecessor Company underwent a merger by division under Texas law pursuant to
which, among other things, all of its property located in Texas, together with
certain property located in Louisiana, was allocated to Entergy Texas, Inc.,
substantially all of its property located in Louisiana was retained by the
Predecessor Company, and all of its obligations and liabilities under the
Original Indenture, as supplemented and modified and the Bonds were retained by
the Predecessor Company; and

     

     

    WHEREAS,
effective as of 4:00 P.M. Central Standard Time, December 31, 2007 (hereinafter
sometimes called the Effective Time), the Predecessor Company merged
(hereinafter sometimes called the Merger) into the Company pursuant to an
Agreement and Plan of Merger and Reorganization of Entergy Gulf States, Inc.
into Entergy Gulf States Louisiana, L.L.C. and a Certificate and Articles of
Merger (hereinafter sometimes collectively called the Merger Documents),
pursuant to which, among other things, (1) all of the rights, privileges,
franchises, assets, liabilities and obligations of the Predecessor Company were
allocated to the Company; and (2) the identity of the Predecessor Company was
merged into that of the Company; and

     

     

    WHEREAS,
pursuant to Section 14.01 of the Original Indenture, as restated by the Seventh
Supplemental Indenture, the Company and the Trustee executed the Seventy-fifth
Supplemental Indenture dated as of December 31, 2007 whereby the Company assumed
and agreed to pay duly and punctually the principal of and interest on the Bonds
issued under the Original Indenture, as supplemented and modified in accordance
with the provisions of said Bonds and the Original Indenture, as supplemented
and modified, and agreed to perform and fulfill all the terms, covenants and
conditions of the Original Indenture, as supplemented and modified binding the
Predecessor Company; and

     

     

    WHEREAS,
pursuant to Section 14.02 of the Original Indenture, as restated by the Seventh
Supplemental Indenture, the Company has succeeded to the Predecessor Company
under the Original Indenture and all indentures supplemental thereto with the
same effect as if it had been named in the Original Indenture, as supplemented
and modified, as the mortgagor company and in the Bonds as the obligor thereon
or maker thereof;

     

     

    WHEREAS,
pursuant to Section 14.03 of the Original Indenture, as restated by the Seventh
Supplemental Indenture, in respect of property owned by the Predecessor Company
at the time of the Merger as provided in Section 14.01 of the Original
Indenture, as restated by the Seventh Supplemental Indenture, and substitutions,
replacements, additions, betterments, developments, extensions and enlargements
thereto subsequently made, constructed or acquired, the rights and duties of the
Company shall be the same as the rights and duties of the Predecessor Company
would have been had the Merger not taken place; and

     

     

    WHEREAS,
pursuant to Section 14.04 of the Original Indenture, as restated by the Seventh
Supplemental Indenture, in respect of property at the time of the Merger owned
by the Company and/or of property thereafter acquired by the Company except said
substitutions, replacements, additions, betterments, developments, extensions
and enlargements to, of or upon the property owned by the Predecessor Company
referred to in Section 14.03 of the Original Indenture, as restated by the
Seventh Supplemental Indenture, the Original Indenture, as supplemented and
modified shall not become or be a lien upon any of such property;
and

     

     

    WHEREAS,
effective as of March 25, 2008, the Company obtained the release from the lien
of the Original Indenture, as supplemented and modified, of all of the remainder
of its property located in Texas that was part of the trust estate, together
with certain associated rights, privileges and franchises, as well as certain
undivided interests in mortgaged property located in Louisiana, as more
particularly described in the instruments of partial release filed with respect
thereto on or before March 25, 2008; and

     

     

    WHEREAS,
the name of The Bank of New York, successor trustee, as aforesaid, was duly
changed effective July 1, 2008 to “The Bank of New York Mellon”;
and

     

     

    WHEREAS,
the Company has heretofore executed and delivered to The Bank of New York
Mellon, as successor trustee, the Seventy-sixth Supplemental Indenture,
supplementing and modifying said Original Indenture; and

     

     

    WHEREAS,
under the Original Indenture, as supplemented and modified, any new series of
Bonds may at any time be established by the Board of Directors of the Company
and the terms thereof may be specified by a supplemental indenture executed by
the Company and the Trustee; and

     

     

    WHEREAS,
the Company proposes to create under the Original Indenture, as supplemented and
modified as aforesaid and as further supplemented by this Seventy-seventh
Supplemental Indenture (the Original Indenture as so supplemented and modified
being hereinafter sometimes called the Indenture), a new series of Bonds to be
designated First Mortgage Bonds, 5.59% Series due October 1, 2024, such Bonds
when originally issued to be dated October 2, 2009 and to mature on October 1,
2024 (hereinafter sometimes referred to as the Bonds of the 2024 Series, and
presently to issue $300,000,000 aggregate principal amount of the Bonds of the
2024 Series; and

     

     

    WHEREAS,
all acts and proceedings required by law and by the Articles of Organization and
Operating Agreement of the Company necessary to make the Bonds of the 2024
Series, when executed by the Company, authenticated and delivered by the Trustee
and duly issued, the valid, binding and legal obligations of the Company, and to
constitute the Indenture a valid and binding mortgage for the security of all
the Bonds of the Company issued or to be issued under the Indenture, in
accordance with its and their terms, have been done and taken; and the execution
and delivery of this Seventy-seventh Supplemental Indenture have been in all
respects duly authorized;

     

     

    NOW,
THEREFORE, THIS SEVENTY-SEVENTH SUPPLEMENTAL INDENTURE WITNESSETH:

     

     

    That in
order to secure the payment of the principal of, premium, if any, and interest
on, all Bonds at any time issued and outstanding under the Indenture, according
to their tenor, purport and effect, and to secure the performance and observance
of all the covenants and conditions in said Bonds and in the Indenture
contained, and to declare the terms and conditions upon and subject to which the
Bonds of the 2024 Series are and are to be issued and secured, and for and in
consideration of the premises and of the mutual covenants herein contained and
of the acceptance of the Bonds of the 2024 Series by the holders thereof, and of
the sum of $1 duly paid to the Company by the Trustee, at or before the
execution and delivery hereof, and for other valuable consideration, the receipt
whereof is hereby acknowledged, the Company has executed and delivered this
Seventy-seventh Supplemental Indenture, and by these presents does grant,
bargain, sell, alienate, remise, release, convey, assign, transfer, mortgage,
hypothecate, pledge, set over and confirm unto the Trustee, its successors in
trust and assigns, the following property, rights, privileges and franchises
hereinafter described, acquired or constructed by the Company after the
Effective Time to the extent constituting substitutions, replacements,
additions, betterments, developments, extensions or enlargements to, of or upon
the trust estate allocated to the Company by the Merger Documents, together in
each case with any substitutions, replacements, additions, betterments,
developments, extensions and enlargements thereto, thereof or thereupon
subsequently made, constructed or acquired by the Company (other than excepted
property as hereinafter defined):

     

     

    CLAUSE
I

     

     

    All and
singular the lands, real estate, chattels real, interests in land, leaseholds,
ways, rights of way, grants, easements, servitudes, rights pursuant to
ordinances, consents, permits, patents, licenses, lands under water, water and
riparian rights, franchises, privileges, immunities, rights to construct,
maintain and operate distribution and transmission systems, all other rights and
interests, gas, water, steam and electric light, heat and power plants and
systems, dams, and dam sites, stations and substations, powerhouses, electric
transmission and distribution lines and systems, pipe lines, conduits, towers,
poles, wires, cables and all other structures, machinery, engines, boilers,
dynamos, motors, transformers, generators, electric and mechanical appliances,
office buildings, warehouses, garages, stables, sheds, shops, tunnels, subways,
bridges, other buildings and structures, implements, tools and other apparatus,
appurtenances and facilities, materials and supplies, and all other property of
any nature appertaining to any of the plants, systems, business or operations of
the Company, whether or not affixed to the realty, used in the operation of any
of the premises or plants or systems, or otherwise, allocated to the Company by
the Merger Documents or constituting substitutions, replacements, additions,
betterments, developments, extensions or enlargements to, of or upon the trust
estate allocated to the Company by the Merger Documents (other than excepted
property as hereinafter defined); including, but not limited to, all its
properties situated in the Cities of Baton Rouge, Jennings and Lake Charles and
in the Parishes of Acadia, Allen, Ascension, Beauregard, Calcasieu, Cameron,
East Baton Rouge, East Feliciana, Iberia, Iberville, Jefferson Davis, Lafayette,
Livingston, Pointe Coupee, St. Helena, St. Landry, St. Martin, St. Tammany,
Tangipahoa, Vermilion, Washington, West Baton Rouge and West Feliciana,
Louisiana, and vicinity allocated to the Company by the Merger Documents or
constituting substitutions, replacements, additions, betterments, developments,
extensions or enlargements to the trust estate allocated to the Company by the
Merger Documents (other than excepted property as hereinafter
defined).

     

     

    CLAUSE
II

     

     

    All
corporate, Federal, State, county (parish), municipal and other permits,
consents, licenses, bridge licenses, bridge rights, river permits, franchises,
patents, rights pursuant to ordinances, grants, privileges and immunities of
every kind and description allocated to the Company by the Merger Documents or
constituting substitutions, replacements, additions, betterments, developments,
extensions or enlargements to, of or upon the trust estate allocated to the
Company by the Merger Documents (other than excepted property as hereinafter
defined).

     

     

    CLAUSE
III

     

     

    Also all
other property, real, personal or mixed, tangible or intangible of every kind,
character and description, allocated to the Company by the Merger Documents or
constituting substitutions, replacements, additions, betterments, developments,
extensions or enlargements to, of or upon the trust estate allocated to the
Company by the Merger Documents (other than excepted property as hereinafter
defined), whether or not useful in the generation, manufacture, production,
transportation, distribution, sale or supplying of electricity, steam, water or
gas.

     

     

    CLAUSE
IV

     

     

    PROPERTIES
EXCEPTED

     

     

    There is,
however, expressly excepted and excluded from the lien and operation of this
Indenture (1) all “excepted property” as defined and described in Granting
Clause VII of the Original Indenture, as restated by the Seventh Supplemental
Indenture (omitting from such exception specifically described property
thereafter expressly subjected to the lien of the Indenture), (2) all property
owned by the Company prior to the Merger and (3) all property acquired by the
Company after the Merger not constituting substitutions, replacements,
additions, betterments, developments, extensions or enlargements to, of or upon
the trust estate allocated to the Company by the Merger Documents.

     

     

    TO HAVE
AND TO HOLD the trust estate and all and singular the lands, properties,
estates, rights, franchises, privileges and appurtenances hereby mortgaged,
hypothecated, conveyed, pledged or assigned, or intended so to be, together with
all the appurtenances thereto appertaining and the rents, issues and profits
thereof, unto the Trustee and its successors in trust and to its assigns,
forever.

     

     

    SUBJECT,
HOWEVER, to the exceptions (except as omitted above in Clause IV hereof),
reservations, restrictions, conditions, limitations, covenants and matters
recited in Article Twenty of the Indenture, and in each respective Article Three
of the Eighth and each consecutive succeeding Supplemental Indenture through the
Seventeenth Supplemental Indenture and, likewise, of the Nineteenth through the
Thirty-seventh Supplemental Indentures and, likewise, of the Thirty-ninth
through the Fifty-seventh Supplemental Indentures or contained in any deeds and
other instruments whereunder the Company has acquired any of the property now
owned by it, to permitted encumbrances as defined in Subsection B of Section
1.07 of the Indenture, and, with respect to any property which the Company may
hereafter acquire, to all terms, conditions, agreements, covenants, exceptions
and reservations expressed or provided in the deeds or other instruments,
respectively, under and by virtue of which the Company shall hereafter acquire
the same and to any liens thereon existing, and to any liens for unpaid portions
of the purchase money placed thereon, at the time of such
acquisition.

     

     

    BUT, IN
TRUST, NEVERTHELESS, for the equal and proportionate use, benefit, security and
protection of those who from time to time shall hold the Bonds and coupons, if
any, authenticated and delivered under the Indenture and duly issued by the
Company, without any discrimination, preference or priority of any one Bond or
coupon, if any, over any other by reason of priority in the time of issue, sale
or negotiation thereof or otherwise, except as provided in Section 12.28 of the
Original Indenture, as restated by the Seventh Supplemental Indenture, so that,
subject to said Section 12.28 of the Original Indenture, as restated by the
Seventh Supplemental Indenture, each and all of said Bonds and coupons, if any,
shall have the same right, lien and privilege under the Indenture and shall be
equally secured thereby and shall have the same proportionate interest and share
in the trust estate, with the same effect as if all the Bonds and coupons, if
any, had been issued, sold and negotiated simultaneously.

     

     

    AND UPON
THE TRUSTS, USES AND PURPOSES and subject to the covenants, agreements and
conditions of the Original Indenture as modified and supplemented by previous
supplemental indentures and by this Seventy-seventh Supplemental
Indenture.

     



    ARTICLE
ONE

    


    BONDS OF
THE 2024 SERIES AND

    CERTAIN
PROVISIONS RELATING THERETO

     

    Section
1.01

     

     

    A.           Terms
of Bonds of the 2024 Series.  There is hereby established a new series
of Bonds to be issued under and secured by the Indenture, to be known as and
entitled “First Mortgage Bonds, 5.59% Series due October 1, 2024”. The principal
amount of the Bonds of the 2024 Series shall not be limited except as provided
in Section 3.01 of the Indenture, and except as may otherwise be provided in an
indenture supplemental to the Indenture. The definitive Bonds of the 2024 Series
shall be registered Bonds without coupons of the denominations of $1,000 and in
multiples of $1,000 in excess thereof as shall be authorized by written order of
the Company, numbered R-1 consecutively upwards. Bonds of the 2024 Series may be
issued in the first instance (until definitive Bonds to be issued in exchange
therefor are prepared and ready for delivery) as temporary Bonds dated October
2, 2009, in denominations of $1,000 and of such multiples of $1,000 as shall
have been authorized, as aforesaid, numbered TR-1 consecutively upwards, in
substantially the form of Bond set forth in Section 1.01B of this
Seventy-seventh Supplemental Indenture, with changes therein appropriate to
their character.

     

     

    Bonds of
the 2024 Series shall be dated as provided in Section 3.05 of the Indenture.
Notwithstanding the provisions of said Section 3.05, so long as there is no
default in the payment of interest on Bonds of the 2024 Series existing at the
time of the authentication hereinafter referred to, all Bonds of the 2024 Series
authenticated by the Trustee between the record date (as hereinafter in this
Section defined) for any interest payment date for Bonds of the 2024 Series and
such interest payment date shall be dated the date of and shall bear interest
from such interest payment date; provided, however, that if and to the extent
the Company shall default in the payment of such interest due on such interest
payment date, then any such Bond of the 2024 Series shall bear interest from the
interest payment date immediately preceding the date of such Bond of the 2024
Series. The Bonds of the 2024 Series shall mature on October 1, 2024 and,
beginning on October 1, 2009, shall bear interest at the rate of 5.59% per annum
until the payment of the principal thereof, such interest to be payable
semiannually on April 1 and October 1 in each year, commencing April 1, 2010,
and on the maturity date. If any interest payment date for the Bonds of the 2024
Series 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 the Bonds of the 2024 Series falls on a
day that is not a Business Day, the payment of principal (and premium, if any)
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. Interest on the Bonds of the 2024 Series
will be calculated on the basis of a 360-day year consisting of twelve 30-day
months.

     

     

    The
person in whose name any Bond of the 2024 Series is registered at the close of
business on any record date with regard to any interest payment date shall be
entitled to receive the interest payable thereon on such interest payment date
notwithstanding the cancellation of such Bond upon any transfer or exchange
thereof subsequent to such record date and prior to such interest payment date,
unless the Company shall default in the payment of the interest due on such
interest payment date, in which case such defaulted interest shall be paid to
the person in whose name such Bond is registered on the date of payment of such
defaulted interest. So long as Bonds of the 2024 Series are held by The
Depository Trust Company (“DTC”) or its nominee in book-entry only form, the
term “record date” as used in this Section with regard to any interest payment
date shall mean the close of business on the Business Day immediately preceding
such interest payment date. Both principal of and interest on the Bonds of the
2024 Series will be paid in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and
private debts, at the corporate trust office in the Borough of Manhattan, City
and State of New York, of the Trustee.

     

     

    The
definitive Bonds of the 2024 Series may be issued in the form of Bonds engraved,
printed, lithographed, or partly engraved and partly printed or lithographed, on
steel engraved borders or typed.

     

     

    Upon
compliance with the provisions of Section 3.10 of the Indenture and upon
payment, at the option of the Company, of the charges provided in Section 3.11
of the Indenture, subject to the provisions of any legend set forth thereon,
Bonds of the 2024 Series may be exchanged for a new Bond or Bonds of the said
Series of different authorized denominations of like aggregate principal
amount.

     

     

    The
Trustee hereunder shall, by virtue of its office as such Trustee, be the
registrar and transfer agent of the Company for the purpose of registering and
transferring Bonds of the 2024 Series.

     

     

    B.           Form
of Bonds of the 2024 Series. The Bonds of the 2024 Series, and the Trustee’s
authentication certificate to be executed on the Bonds of the 2024 Series, shall
be in substantially the following forms, respectively:

     

     

    [FORM OF
FACE OF BOND OF THE 2024 SERIES]

     

     

    [depository
legend to be included on Bonds of the 2024 Series]

     

     

    Unless
this Certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

     



     

    


     

    
      	
              No.
      R-___

            	 
      	
              CUSIP
      29365P AP7

            
	
              $_____________

            	 
      	 
      


    

     

    ENTERGY
GULF STATES LOUISIANA, L.L.C.

    FIRST
MORTGAGE BOND, 5.59% SERIES

    DUE
OCTOBER 1, 2024

     

     

    ENTERGY
GULF STATES LOUISIANA, L.L.C., a Louisiana limited liability company
(hereinafter sometimes called the “Company”), for value received, hereby
promises to pay to _____________________, or registered assigns, the principal
amount set forth above on October 1, 2024, and to pay interest thereon from
October 2, 2009, if the date of this bond is prior to April 1, 2010, or, if the
date of this bond is on or after April 1, 2010, from the April 1 or
October 1 immediately 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 5.59% per
annum, on April 1 and October 1 of each year, commencing April 1,
2010, and at maturity or earlier redemption, until payment of the principal
hereof. The interest so payable on any April 1 or October 1 will be
paid to the person in whose name this bond is registered at the close of
business on the record date for such interest installment which shall be the
Business Day next preceding such interest payment date so long as the bonds are
held by DTC or its nominee in book-entry only form, unless the Company shall
default in the payment of the interest due on such interest payment date, in
which case such defaulted interest shall be paid to the person in whose name
this bond is registered on the date of payment of such defaulted 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 the
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.

     

     

    Both
principal of and interest on this bond will be paid in any coin or currency of
the United States of America which at the time of payment is legal tender for
the payment of public and private debts, at the corporate trust office in the
Borough of Manhattan, City and State of New York, of the Trustee under the
Indenture.

     

     

    This bond
shall not become or be valid or obligatory for any purpose until the
authentication certificate hereon shall have been signed by the
Trustee.

     

     

    The
provisions of this bond are continued on the reverse hereof and such continued
provisions shall for all purposes have the same effect as though fully set forth
at this place.

     

     

    IN
WITNESS WHEREOF, Entergy Gulf States Louisiana, L.L.C. has caused these presents
to be executed in its company name, by facsimile signature or manually, by its
President or one of its Vice Presidents and by its Treasurer or an Assistant
Treasurer under its company seal or a facsimile thereof, all as of _________,
20__.

     

    


    ENTERGY
GULF STATES LOUISIANA, L.L.C.

    


    By:
_____________________________________

           Name:

           Title:

     

     

     

    And By:
__________________________

      Name:

      Title:

     

    [SEAL]

     



     

    [FORM OF
REVERSE OF BOND OF THE 2024 SERIES]

     

     

    ENTERGY
GULF STATES LOUISIANA, L.L.C.

    FIRST
MORTGAGE BOND, 5.59% SERIES

    DUE
OCTOBER 1, 2024 (Continued)

     

     

    This bond
is one of the bonds, of the above designated series, of an authorized issue of
bonds of the Company, known as First Mortgage Bonds, issued or issuable in one
or more series under and equally secured (except insofar as any sinking and/or
improvement fund or other fund established in accordance with the provisions of
the Indenture hereinafter mentioned may afford additional security for the bonds
of any specific series) by an Indenture of Mortgage dated September 1, 1926, as
supplemented and modified by indentures supplemental thereto, to and including a
Seventy-seventh Supplemental Indenture dated as of September 1, 2009 to The Bank
of New York Mellon, as Trustee, to which Indenture of Mortgage, as so
supplemented and modified, and all indentures supplemental thereto (herein
sometimes called the Indenture) reference is hereby made for a description of
the property mortgaged and pledged as security for said bonds, the nature and
extent of the security, and the rights, duties and immunities thereunder of the
Trustee, the rights of the holders of said bonds and of the Trustee and of the
Company in respect of such security, and the terms upon which said bonds may be
issued thereunder.

     

     

    This bond
is redeemable as provided in the Indenture, including the right of the Company
to give notice of redemption conditioned upon its deposit of funds provided for
in the Seventy-seventh Supplemental Indenture with respect to this
series.

     

     

    The
Indenture contains provisions permitting the Company and the Trustee, with the
consent of the holders of not less than seventy-five percent in principal amount
of the bonds (exclusive of the bonds disqualified by reason of the Company’s
interest therein) at the time outstanding, including, if more than one series of
bonds shall be at the time outstanding, not less than sixty percent in principal
amount of each series affected, to effect, by an indenture supplemental to the
Indenture, modifications or alterations of the Indenture and of the rights and
obligations of the Company and of the holders of the bonds; provided, however,
that no such modification or alteration shall be made without the written
approval or consent of the registered owner hereof which will (a) extend the
maturity of this bond or reduce the rate or extend the time of payment of
interest hereon or reduce the amount of the principal hereof, or (b) permit the
creation of any lien, not otherwise permitted, prior to or on a parity with the
lien of the Indenture, or (c) reduce the percentage of the principal amount of
the bonds upon the approval or consent of the holders of which modifications or
alterations may be made as aforesaid.

     

     

    This bond
is transferable by the registered owner hereof in person or by his or her duly
authorized attorney at the corporate trust office in the Borough of Manhattan,
City and State of New York, of the Trustee upon surrender of this bond for
cancellation and upon payment, if the Company shall so require, of the charges
provided for in the Indenture, and thereupon a new registered bond of the same
series of like principal amount will be issued to the transferee in exchange
therefor.

     

     

    The
registered owner of this bond, at the option of said owner, may surrender the
same for cancellation at said office and receive in exchange therefor the same
aggregate principal amount of bonds of the same series but of other authorized
denominations, upon payment, if the Company shall so require, of the charges
provided for in the Indenture and subject to the terms and conditions therein
set forth.

     

     

    If a
default as defined in the Indenture shall occur, the principal of this bond may
become or be declared due and payable before maturity in the manner and with the
effect provided in the Indenture. The holders, however, of certain specified
percentages of the bonds at the time outstanding, including in certain cases
specified percentages of bonds of particular series, may in those cases, to the
extent and under the conditions provided in the Indenture, waive certain
defaults thereunder and the consequences of such defaults.

     

     

    No
recourse shall be had for the payment of the principal of or the interest on
this bond, or for any claim based hereon, or otherwise in respect hereof or of
the Indenture, against any incorporator, shareholder, director or officer, past,
present or future, as such, of the Company or of any predecessor or successor
company, either directly or through the Company or such predecessor or successor
company, under any constitution or statute or rule of law, or by the enforcement
of any assessment or penalty, or otherwise, all such liability of incorporators,
shareholders, directors and officers, as such, being waived and released by the
holder and owner hereof by the acceptance of this bond and as provided in the
Indenture.

     

     

    [FORM OF
TRUSTEE’S AUTHENTICATION CERTIFICATE FOR BONDS]

     

     

    


     

     

    TRUSTEE’S
AUTHENTICATION CERTIFICATE

     

     

    This is
one of the bonds, of the series designated therein, described in the
within-mentioned Indenture.

     

    THE BANK
OF NEW YORK MELLON,

    As
Trustee

     

    By:
______________________________

          Authorized
Officer

    
 

    
 

     

    Section
1.02.  Redemption Provisions for Bonds of the 2024
Series.  The Bonds of the 2024 Series shall be redeemable at the
option of the Company, in whole or in part, upon notice (which redemption may be
made subject to the deposit of the redemption moneys with the Trustee prior to
the date designated for redemption) mailed to each registered owner at its last
address appearing on the bond register not less than 30 days’ nor more than 60
days’ prior to the date fixed for redemption, at any time prior to maturity, at
a redemption price equal to the greater of (a) 100% of the principal amount of
such Bonds of the 2024 Series to be redeemed and (b) as determined by the
Independent Investment Banker, the sum of (i) the present values of the
remaining scheduled payments of principal of and interest on such Bonds of the
2024 Series to be redeemed (excluding the portion of any such interest accrued
to the redemption date), discounted (for purposes of determining such present
values) to the redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 0.40%
plus accrued interest thereon to the redemption date.

     

     

    “Adjusted
Treasury Rate” means, with respect to any redemption date:

     

     

    (1) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated “H.15(519)” or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the remaining term of the Bonds of the 2024 Series,
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate
shall be interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month); or

     

     

    (2) if
such release (or any successor release) is not published during the week
preceding the calculation date for the Adjusted Treasury Rate or does not
contain such yields, the rate per annum equal to the semi­annual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption
date.

     

     

    The
Adjusted Treasury Rate shall be calculated on the third Business Day preceding
the redemption date.

     

     

    “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 Trustee is closed for business.

     

     

    “Comparable
Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining
term of the Bonds of the 2024 Series that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Bonds of the 2024 Series.

     

     

    “Comparable
Treasury Price” means, with respect to any redemption date, (1) the average of
five Reference Treasury Dealer Quotations for such redemption date after
excluding the highest and lowest such Reference Treasury Dealer Quotations or
(2) if the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.

     

     

    “Independent
Investment Banker” means one of the Reference Treasury Dealers that we appoint
to act as the Independent Investment Banker from time to time or, if any of such
firms is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Company.

     

     

    “Reference
Treasury Dealer” means (1) Barclays Capital Inc. and Mizuho Securities USA Inc.
and their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a “Primary Treasury Dealer”), the Company will substitute therefor another
Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by
the Independent Investment Banker after consultation with the
Company.

     

     

    “Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Independent Investment Banker at 5:00 p.m. on the third Business
Day preceding such redemption date.

     

     

    Section
1.03.  Duration of Effectiveness of Article One.  Sections
1.01 and 1.02 of this article shall be of force and effect only so long as any
Bonds of the 2024 Series are outstanding.

     

     

    ARTICLE
TWO

     

     

    Section
2.01.  This Seventy-seventh Supplemental Indenture is executed and
shall be construed as an indenture supplemental to the Original Indenture as
supplemented and modified. As heretofore supplemented and modified, and as
supplemented hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture, as heretofore supplemented and modified,
and this Seventy-seventh Supplemental Indenture shall be read, taken and
construed as one and the same instrument.

     

     

    Section
2.02.  The recitals in this Seventy-seventh Supplemental Indenture are
made by the Company only and not by the Trustee; and all of the provisions
contained in the Original Indenture as supplemented and modified, in respect to
the rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect hereof as fully and with like effect as if set forth
herein in full.

     

     

    Section
2.03.  Although this Seventy-seventh Supplemental Indenture is dated
for convenience and for the purpose of reference as of September 1, 2009, the
actual date or dates of execution by the Company and by the Trustee are as
indicated by their respective acknowledgements hereto annexed.

     

     

    Section
2.04.  In order to facilitate the recording or filing of this
Seventy-seventh Supplemental Indenture, the same may be simultaneously executed
in several counterparts and each shall be deemed to be an original and such
counterparts shall together constitute one and the same instrument.

     

     

    Section
2.05.  The words “herein”, “hereof”, “hereunder” and other words of
similar import refer to this Seventy-seventh Supplemental Indenture. All other
terms used in this Seventy-seventh Supplemental Indenture shall be taken to have
the same meaning as in the Original Indenture and indentures supplemental
thereto, except in cases where the context clearly indicates
otherwise.

     

    IN
TESTIMONY WHEREOF, ENTERGY GULF STATES LOUISIANA, L.L.C. has caused these
presents to be executed in its name and behalf by its President or a Vice
President and its company seal to be hereunto affixed or a facsimile thereof
printed hereon and attested by its Secretary or an Assistant Secretary, and THE
BANK OF NEW YORK MELLON, in token of its acceptance hereof, has likewise caused
these presents to be executed in its name and behalf by its President or a Vice
President and its corporate seal to be hereunto affixed and attested by a Vice
President, an Assistant Vice President or a Trust Officer, each in the presence
of the respective undersigned Notaries Public, and of the respective undersigned
competent witnesses, as of the day and year first above written.

     

     

    ENTERGY
GULF STATES LOUISIANA, L.L.C.

     

    By: /s/ Steven C.
McNeal                                                              

          Name:  Steven
C. McNeal

          Title:    Vice
President and Treasurer     

     

    (COMPANY
SEAL)

     

     

    Attest:

     

    /s/ Dawn A.
Abuso                                                      

    Name: Dawn
A. Abuso

    Title:   Assistant
Secretary

    /s/ Jennifer B.
Favalora                                                                      

    Jennifer
B. Favalora, Notary Public No. 57639

    Parish of
Orleans, State of Louisiana

    My
Commission is for Life

    


    Signed in
the presence of: 

    


    


    /s/ Christina M.
Edwards                                                              

    Name:
Christina M. Edwards

     

    


    /s/ Sylvia S.
Higgins                                                              

    Name:
Sylvia S. Higgins



    THE BANK
OF NEW YORK MELLON

    


    By: /s/ Francine J.
Kincaid                                                                      

          Name:  Francine
J. Kincaid

          Title:  Vice
President

     

    Attest:

     

    /s/ Laurence J.
O’Brien                                                           

    Name:
Laurence J. O’Brien

    Title: Vice
President

    


    Before
me

    


    /s/ Carlos R.
Luciano                                                                      

    CARLOS R. LUCIANO

    Notary Public, State of New
York

    No. 41-4765897

    Qualified in Queens
County

    Commission Expires April 30,
2010

     

     

     

     

     

     

    Signed,
sealed and delivered in the presence of:

     

    


    /s/ Franca M.
Ferrera                                                        

    Name: Franca
M. Ferrera

    


     

    /s/ Patricia
Lin                                                        

    Name:
Patricia Lin


    


     

    ENTERGY
GULF STATES LOUISIANA, L.L.C.

     

     

    United
States of America,

    State of
Louisiana,                                           ss:

    Parish of
Orleans

     

     

    I, the
undersigned, a Notary Public duly qualified, commissioned, sworn and acting in
and for the Parish and State aforesaid, hereby certify that, on this 30th day of
September, 2009:

     

     

    Before me
personally appeared STEVEN C. McNEAL, Vice President and Treasurer, and DAWN A.
ABUSO, Assistant Secretary, of Entergy Gulf States Louisiana, L.L.C., both of
whom are known to me to be the persons whose names are subscribed to the
foregoing instrument and both of whom are known to me to be Vice President and
Treasurer, and Assistant Secretary, respectively, of said ENTERGY GULF STATES
LOUISIANA, L.L.C., and separately acknowledged to me that they executed the same
in the capacities therein stated for the purposes and considerations therein
expressed and as the act and deed of ENTERGY GULF STATES LOUISIANA,
L.L.C.

     

     

    Before me
personally came STEVEN C. McNEAL, to me known, who being by me duly sworn, did
depose and say, that he resides in Mandeville, Louisiana; that he is Vice
President and Treasurer of ENTERGY GULF STATES LOUISIANA, L.L.C., one of the
companies described in and which executed the above instrument; that he knows
the seal of said company; that the seal affixed to or printed on said instrument
is such company seal; that it was so affixed by order of the Board of Directors
of said company, and that he signed his name thereto by like order.

     

     

    BE IT
REMEMBERED, that before me, and in the presence of Christina M. Edwards and
Sylvia S. Higgins, competent witnesses, residing in said State, personally came
and appeared STEVEN C. McNEAL and DAWN A. ABUSO, Vice President and Treasurer,
and Assistant Secretary, respectively, of ENTERGY GULF STATES LOUISIANA, L.L.C.,
a limited liability company created by and existing under the laws of the State
of Louisiana, with its Louisiana domicile in the City of Baton Rouge, Louisiana,
and said STEVEN C. McNEAL and DAWN A. ABUSO declared and acknowledged to me,
Notary, in the presence of the witnesses aforesaid, that they signed, executed
and sealed the foregoing supplemental indenture for and on behalf of and in the
name of ENTERGY GULF STATES LOUISIANA, L.L.C., and have affixed the company seal
of said company to the same or caused it to be printed thereon, by and with the
authority of the Board of Directors of said Company.

     

     

    GIVEN
UNDER MY HAND AND SEAL OF OFFICE this 30th day of September, 2009.

     

     

    (Notarial
Seal)

     

    /s/ Jennifer B.
Favalora                                                                           

    Jennifer
B. Favalora, Notary Public No. 57639

    Parish of
Orleans, State of Louisiana

    My
Commission is for Life

    
 

     

    
 

    TRUSTEE

     

    United
States of America,

    State of
New
York,                                           ss:

    County of
New York,

     

     

    I, the
undersigned, a Notary Public duly qualified, commissioned, sworn and acting in
and for the County and State aforesaid, hereby certify that, on this 1st
day of October,
2009:

     

     

    Before me
personally appeared FRANCINE J. KINCAID, a Vice President of THE BANK OF NEW
YORK MELLON, and LAURENCE J. O’BRIEN, a Vice President, both of whom are known
to me to be the persons whose names are subscribed to the foregoing instrument
and both of whom are known to me to be a Vice President of THE BANK OF NEW YORK
MELLON, and separately acknowledged to me that they executed the same in the
capacities therein stated for the purposes and consideration therein expressed,
and as the act and deed of THE BANK OF NEW YORK MELLON.

     

     

    Before me
personally came FRANCINE J. KINCAID, to me known, who being by me duly sworn,
did depose and say, she resides in Deer Park, New York; that she is a Vice
President of THE BANK OF NEW YORK MELLON, one of the entities described in and
which executed the above instrument; that she knows the seal of said entity;
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 entity, and that she signed
her name thereto by like order.

     

     

    BE IT
REMEMBERED, that before me, and in the presence of FRANCA FERRERA and Patricia
Lin, competent witnesses, residing in said state, personally came and appeared
FRANCINE J. KINCAID and LAURENCE J. O’BRIEN, each of whom being a Vice President
of THE BANK OF NEW YORK MELLON, a New York banking corporation with a corporate
trust office in the City of New York, New York, and said FRANCINE J. KINCAID and
LAURENCE J. O’BRIEN, declared and acknowledged to me, Notary, in the presence of
the witnesses aforesaid that they signed, executed and sealed the foregoing
supplemental indenture for and on behalf of and in the name of THE BANK OF NEW
YORK MELLON, and have affixed the corporate seal of THE BANK OF NEW YORK MELLON
to the same by and with the authority of the Board of Directors of THE BANK OF
NEW YORK MELLON.

     

     

    GIVEN
UNDER MY HAND AND SEAL OF OFFICE this 1st
day of October,
2009.

     

    (Notarial Seal)

    /s/ Carlos R.
Luciano                                                        

    CARLOS R. LUCIANO

    Notary
Public, State of New York

    No. 41-4765897

    Qualified in Queens
County

    Commission
Expires April 30, 2010