Exhibit






Exhibit 4.1


ENTERGY LOUISIANA, LLC
(successor to Entergy Louisiana, LLC)


TO


THE BANK OF NEW YORK MELLON
(successor to The Chase National Bank of the City of New York)






As Trustee under Entergy Louisiana, LLC’s Mortgage and Deed of Trust 
dated as of April 1, 1944




________________




Eighty-second Supplemental Indenture




Relating to the Transfer of the Mortgaged and Pledged Property
to Entergy Louisiana, LLC (formerly Entergy Louisiana Power, LLC)




Dated as of October 1, 2015


    











EIGHTY-SECOND SUPPLEMENTAL INDENTURE
Indenture, dated as of October 1, 2015, between ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas (formerly Entergy Louisiana Power, LLC and hereinafter sometimes called the “Company”), as successor to ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas organized on December 31, 2005 (hereinafter sometimes called the “Predecessor Company”), successor to ENTERGY LOUISIANA, INC., a corporation of the State of Louisiana converted to a corporation of the State of Texas on December 31, 2005 (hereinafter sometimes called the “Louisiana Company”), which was the successor by merger to LOUISIANA POWER & LIGHT COMPANY, a corporation of the State of Florida (hereinafter sometimes called the “Florida Company”), whose post office address is 446 North Boulevard, Baton Rouge, Louisiana 70802, and THE BANK OF NEW YORK MELLON, a New York banking corporation (successor to THE CHASE NATIONAL BANK OF THE CITY OF NEW YORK) whose principal office is located at 101 Barclay Street, New York, New York 10286 (hereinafter sometimes called “Trustee”), as Trustee under the Mortgage and Deed of Trust, dated as of April 1, 1944 (hereinafter called the “Mortgage”), which Mortgage was executed and delivered by the Florida 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 “Eighty-second Supplemental Indenture”) being supplemental thereto;
WHEREAS, the Mortgage was recorded in various Parishes in the State of Louisiana, which Parishes are the same Parishes in which this Eighty-second Supplemental Indenture is to be recorded; and
WHEREAS, by the Mortgage, the Florida 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 Florida Company executed and delivered the following supplemental indentures:









	
		
	Designation
	Dated as of

	First Supplemental Indenture 
	March 1, 1948

	Second Supplemental Indenture 
	November 1, 1950

	Third Supplemental Indenture 
	September 1, 1953

	Fourth Supplemental Indenture 
	October 1, 1954

	Fifth Supplemental Indenture 
	January 1, 1957

	Sixth Supplemental Indenture 
	April 1, 1960

	Seventh Supplemental Indenture 
	June 1, 1964

	Eighth Supplemental Indenture 
	March 1, 1966

	Ninth Supplemental Indenture 
	February 1, 1967

	Tenth Supplemental Indenture 
	September 1, 1967

	Eleventh Supplemental Indenture 
	March 1, 1968

	Twelfth Supplemental Indenture 
	June 1, 1969

	Thirteenth Supplemental Indenture 
	December 1, 1969

	Fourteenth Supplemental Indenture 
	November 1, 1970

	Fifteenth Supplemental Indenture 
	April 1, 1971

	Sixteenth Supplemental Indenture 
	January 1, 1972

	Seventeenth Supplemental Indenture 
	November 1, 1972

	Eighteenth Supplemental Indenture 
	June 1, 1973

	Nineteenth Supplemental Indenture 
	March 1, 1974

	Twentieth Supplemental Indenture 
	November 1, 1974

	 
	 




which supplemental indentures were recorded in various Parishes in the State of Louisiana; and
WHEREAS, the Florida Company was merged into the Louisiana Company on February 28, 1975, and the Louisiana Company thereupon executed and delivered a Twenty-first Supplemental Indenture, dated as of March 1, 1975, pursuant to which the Louisiana Company, among other things, assumed and agreed duly and punctually to pay the principal of and interest on the bonds at the time issued and outstanding under the Mortgage, as then supplemented, in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage as so supplemented, and duly and punctually to observe, perform and fulfill all of the covenants and conditions of the Mortgage, as so supplemented, to be kept or performed by the Florida Company, and said Twenty-first Supplemental Indenture was recorded in various Parishes in the State of Louisiana; and
WHEREAS, the Louisiana Company has succeeded to and has been substituted for the Florida Company under the Mortgage with the same effect as if it had been named as mortgagor corporation therein; and
WHEREAS, the Louisiana Company executed and delivered the following supplemental indentures:









	
		
	Designation
	Dated as of

	Twenty-second Supplemental Indenture 
	September 1, 1975

	Twenty-third Supplemental Indenture 
	December 1, 1976

	Twenty-fourth Supplemental Indenture 
	January 1, 1978

	Twenty-fifth Supplemental Indenture 
	July 1, 1978

	Twenty-sixth Supplemental Indenture 
	May 1, 1979

	Twenty-seventh Supplemental Indenture 
	November 1, 1979

	Twenty-eighth Supplemental Indenture 
	December 1, 1980

	Twenty-ninth Supplemental Indenture 
	April 1, 1981

	Thirtieth Supplemental Indenture 
	December 1, 1981

	Thirty-first Supplemental Indenture 
	March 1, 1983

	Thirty-second Supplemental Indenture 
	September 1, 1983

	Thirty-third Supplemental Indenture 
	August 1, 1984

	Thirty-fourth Supplemental Indenture 
	November 1, 1984

	Thirty-fifth Supplemental Indenture 
	December 1, 1984

	Thirty-sixth Supplemental Indenture 
	December 1, 1985

	Thirty-seventh Supplemental Indenture 
	April 1, 1986

	Thirty-eighth Supplemental Indenture 
	November 1, 1986

	Thirty-ninth Supplemental Indenture 
	May 1, 1988

	Fortieth Supplemental Indenture 
	December 1, 1988

	Forty-first Supplemental Indenture 
	April 1, 1990

	Forty-second Supplemental Indenture 
	June 1, 1991

	Forty-third Supplemental Indenture 
	April 1, 1992

	Forty-fourth Supplemental Indenture 
	July 1, 1992

	Forty-fifth Supplemental Indenture 
	December 1, 1992

	Forty-sixth Supplemental Indenture 
	March 1, 1993

	Forty-seventh Supplemental Indenture 
	May 1, 1993

	Forty-eighth Supplemental Indenture 
	December 1, 1993

	Forty-ninth Supplemental Indenture 
	July 1, 1994

	Fiftieth Supplemental Indenture 
	September 1, 1994

	Fifty-first Supplemental Indenture 
	March 1, 1996

	Fifty-second Supplemental Indenture 
	March 1, 1998

	Fifty-third Supplemental Indenture 
	March 1, 1999

	Fifty-fourth Supplemental Indenture 
	June 1, 1999

	Fifty-fifth Supplemental Indenture 
	May 15, 2000

	Fifty-sixth Supplemental Indenture
	March 1, 2002

	Fifty-seventh Supplemental Indenture
	March 1, 2004

	Fifty-eighth Supplemental Indenture 
	October 1, 2004

	Fifty-ninth Supplemental Indenture
	October 15, 2004

	Sixtieth Supplemental Indenture 
	May 1, 2005

	Sixty-first Supplemental Indenture 
	August 1, 2005

	Sixty-second Supplemental Indenture 
	October 1, 2005

	Sixty-third Supplemental Indenture 
	December 15, 2005




which supplemental indentures were recorded in various Parishes in the State of Louisiana; and
WHEREAS, the Louisiana Company converted into a Texas limited liability company and, pursuant to a Plan of Merger by which the Company and Entergy Louisiana Properties, LLC were created (the “Merger Documents”), underwent a merger by division pursuant to which, among other things, all the Mortgaged and Pledged Property, subject to the Lien of the Mortgage, and all of the rights, obligations and duties of the Louisiana Company under the Mortgage, were allocated to the Predecessor Company on December 31, 2005, 









and the Predecessor Company thereupon executed and delivered a Sixty-fourth Supplemental Indenture, effective as of January 1, 2006, pursuant to which the Predecessor Company, among other things, assumed and agreed duly and punctually to pay the principal of and interest on the bonds at the time issued and outstanding under the Mortgage, as then supplemented, in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage as so supplemented, and duly and punctually to observe, perform and fulfill all of the covenants and conditions of the Mortgage, as so supplemented, to be kept or performed by the Louisiana Company, and said Sixty-fourth Supplemental Indenture was recorded in various Parishes in the State of Louisiana; and
WHEREAS, effective July 1, 2008, The Bank of New York changed its name to The Bank of New York Mellon; and
WHEREAS, the Predecessor Company executed and delivered the following supplemental indentures:
	
		
	Designation
	Dated as of

	Sixty-fifth Supplemental Indenture 
	August 1, 2008

	Sixty-sixth Supplemental Indenture
	November 1, 2009

	Sixty-seventh Supplemental Indenture
	March 1, 2010

	Sixty-eighth Supplemental Indenture
	September 1, 2010

	Sixty-ninth Supplemental Indenture
	October 1, 2010

	Seventieth Supplemental Indenture
	November 1, 2010

	Seventy-first Supplemental Indenture
	March 1, 2011

	Seventy-second Supplemental Indenture
	April 30, 2011

	Seventy-third Supplemental Indenture
	December 1, 2011

	Seventy-fourth Supplemental Indenture
	January 1, 2012

	Seventy-fifth Supplemental Indenture
	July 1, 2012

	Seventy-sixth Supplemental Indenture
	December 1, 2012

	Seventy-seventh Supplemental Indenture
	May 1, 2013

	Seventy-eighth Supplemental Indenture
	August 1, 2013

	Seventy-ninth Supplemental Indenture
	June 1, 2014

	Eightieth Supplemental Indenture
	July 1, 2014

	Eighty-first Supplemental Indenture
	November 1, 2014




which supplemental indentures were or will be recorded in various Parishes in the State of Louisiana and with the Secretary of State of Texas; and
WHEREAS, in addition to the property described in the Mortgage, as supplemented, the Company has acquired certain other property, rights and interests in property; and









WHEREAS, the Florida Company, the Louisiana Company or the Predecessor Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of bonds:
	
			
	Series
	Principal
Amount
Issued
	Principal
Amount
Outstanding

	3% Series due 1974 
	$ 17,000,000
	None

	3 1/8% Series due 1978 
	10,000,000
	None

	3% Series due 1980 
	10,000,000
	None

	4% Series due 1983 
	12,000,000
	None

	3 1/8% Series due 1984 
	18,000,000
	None

	4 3/4% Series due 1987 
	20,000,000
	None

	5% Series due 1990 
	20,000,000
	None

	4 5/8% Series due 1994 
	25,000,000
	None

	5 3/4% Series due 1996 
	35,000,000
	None

	5 5/8% Series due 1997 
	16,000,000
	None

	6 1/2% Series due September 1, 1997 
	18,000,000
	None

	7 1/8% Series due 1998 
	35,000,000
	None

	9 3/8% Series due 1999 
	25,000,000
	None

	9 3/8% Series due 2000 
	20,000,000
	None

	7 7/8% Series due 2001 
	25,000,000
	None

	7 1/2% Series due 2002 
	25,000,000
	None

	7 1/2% Series due November 1, 2002 
	25,000,000
	None

	8% Series due 2003 
	45,000,000
	None

	8 3/4% Series due 2004 
	45,000,000
	None

	9 1/2% Series due November 1, 1981 
	50,000,000
	None

	9 3/8% Series due September 1, 1983 
	50,000,000
	None

	8 3/4% Series due December 1, 2006 
	40,000,000
	None

	9% Series due January 1, 1986 
	75,000,000
	None

	10% Series due July 1, 2008 
	60,000,000
	None

	10 7/8% Series due May 1, 1989 
	45,000,000
	None

	13 1/2% Series due November 1, 2009 
	55,000,000
	None

	15 3/4% Series due December 1, 1988 
	50,000,000
	None

	16% Series due April 1, 1991 
	75,000,000
	None

	16 1/4% Series due December 1, 1991 
	100,000,000
	None

	12% Series due March 1, 1993 
	100,000,000
	None

	13 1/4% Series due March 1, 2013 
	100,000,000
	None

	13% Series due September 1, 2013 
	50,000,000
	None

	16% Series due August 1, 1994 
	100,000,000
	None

	14 3/4% Series due November 1, 2014 
	55,000,000
	None

	15 1/4% Series due December 1, 2014 
	35,000,000
	None

	14% Series due December 1, 1992 
	60,000,000
	None

	14 1/4% Series due December 1, 1995 
	15,000,000
	None

	10 1/2% Series due April 1, 1993 
	200,000,000
	None

	10 3/8% Series due November 1, 2016 
	280,000,000
	None

	Series 1988A due September 30, 1988 
	13,334,000
	None

	Series 1988B due September 30, 1988 
	10,000,000
	None

	Series 1988C due September 30, 1988 
	6,667,000
	None

	10.36% Series due December 1, 1995 
	75,000,000
	None













	
			
	10 1/8% Series due April 1, 2020 
	100,000,000
	None

	Environmental Series A due June 1, 2021 
	52,500,000
	None

	Environmental Series B due April 1, 2022 
	20,940,000
	None

	7.74% Series due July 1, 2002 
	179,000,000
	None

	8 1/2% Series due July 1, 2022 
	90,000,000
	None

	Environmental Series C due December 1, 2022
	25,120,000
	None

	6% Series due March 1, 2000
	100,000,000
	None

	Environmental Series D due May 1, 2023
	34,364,000
	None

	Environmental Series E due December 1, 2023
	25,991,667
	None

	Environmental Series F due July 1, 2024
	21,335,000
	None

	Collateral Series 1994-A, due July 2, 2017
	117,805,000
	109,288,6041
   

	Collateral Series 1994-B, due July 2, 2017
	58,865,000
	54,626,3231

	Collateral Series 1994-C, due July 2, 2017 
	31,575,000
	29,288,1441

	8 3/4% Series due March 1, 2026 
	115,000,000
	None

	6 1/2% Series due March 1, 2008 
	115,000,000
	None

	5.80% Series due March 1, 2002 
	75,000,000
	None

	Environmental Series G due June 1, 2030 
	67,200,000
	None

	8 1/2% Series due June 1, 2003 
	150,000,000
	None

	7.60% Series due April 1, 2032 
	150,000,000
	None

	5.5% Series due April 1, 2019 
	100,000,000
	None

	6.4% Series due October 1, 2034 
	70,000,000
	None

	5.09% Series due November 1, 2014
	115,000,000
	None

	4.67% Series due June 1, 2010 
	55,000,000
	None

	5.56% Series due September 1, 2015 
	100,000,000
	None

	6.3% Series due September 1, 2035 
	100,000,000
	None

	5.83% Series due November 1, 2010 
	150,000,000
	None

	6.50% Series due September 1, 2018
	300,000,000
	300,000,000

	5.40% Series due November 1, 2024
	400,000,000
	400,000,000

	6.0% Series due March 15, 2040
	150,000,000
	150,000,000

	4.44% Series due January 15, 2026
	250,000,000
	250,000,000

	Environmental Series H due June 1, 2030 
	119,073,000
	119,073,000** 

	5.875% Series due June 15, 2041
	150,000,000
	150,000,000

	4.80% Series due May 1, 2021
	200,000,000
	200,000,000

	1.1007% Series due December 31, 2012
	750,000,000
	None

	1.875% Series due December 15, 2014
	250,000,000
	None

	5.25% Series due July 1, 2052
	200,000,000
	200,000,000

	3.30% Series due December 1, 2022
	200,000,000
	200,000,000

	4.70% Series due June 1, 2063
	100,000,000
	100,000,000

	4.05% Series due September 1, 2023
	325,000,000
	325,000,000

	5% Series due July 15, 2044
	170,000,000
	170,000,000

	3.78% Series due April 1, 2025
	190,000,000
	190,000,000

	4.95% Series due January 15, 2045
	250,000,000
	250,000,000

	 
	 
	 




		
	1.
	All of which provide equity support for the Owner-Participants in the Waterford 3 Sale-Leaseback transaction and bear no interest.


		
	*
	All of which are currently held by the Trustee for the benefit of the holders of $115,000,000 in aggregate principal amount of Louisiana Public Facilities Authority 5% Revenue Bonds (Entergy Louisiana, LLC Project) Series 2010 and bear no interest.













which bonds are also hereinafter sometimes called bonds of the First through Eighty-fifth Series, respectively; and
WHEREAS, the term “corporation” is defined in the Mortgage, as supplemented, to include a limited liability company; and
WHEREAS, subject to the provisions thereof, Section 85 of the Mortgage, as supplemented, permits the Company to merge into any corporation lawfully entitled to acquire or operate the same; and
WHEREAS, Section 86 of the Mortgage, as supplemented, provides, among other things, that if the Predecessor Company shall transfer, subject to the Lien of the Mortgage, all or substantially all the Mortgaged and Pledged Property as an entirety, the successor corporation which shall have received such transfer - upon executing with the Trustee and causing to be recorded an indenture whereby such successor corporation shall assume and agree to pay, duly and punctually, the principal of and interest on the bonds issued under the Mortgage in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage, and shall agree to perform and fulfill all the covenants and conditions of the Mortgage to be kept or performed by the Predecessor Company thereunder - shall succeed to and be substituted for the Predecessor Company with the same effect as if such successor corporation had been named in the Mortgage, and shall have and may exercise under the Mortgage the same powers and rights as the Predecessor Company; and
WHEREAS, Section 86 of the Mortgage, as supplemented, provides, among other things, that in case the Predecessor Company shall transfer, subject to the Lien of the Mortgage, all or substantially all of the Mortgaged and Pledged Property as an entirety to a successor corporation, the indenture described above may also provide for the release and discharge of the Predecessor Company from all obligations under the Mortgage or any bonds issued thereunder which are assumed by such successor corporation; and
WHEREAS, Section 87 of the Mortgage, as supplemented, provides, among other things, that if the Predecessor Company, as permitted by Section 85 of the Mortgage, shall transfer, subject to the Lien of the Mortgage, all or substantially all the Mortgaged and Pledged Property as an entirety, neither the Mortgage nor the indenture with the Trustee to be executed and caused to be recorded by the Company as in Section 86 of the Mortgage provided, shall, unless such indenture shall otherwise provide, become or be or be required to become or be a lien upon any of the properties or franchises then owned or thereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) except (a) those acquired by the Company from the Predecessor Company, and improvements, extensions and additions thereto and renewals and replacements thereof, (b) the property made and used by the Company as the basis under any of the provisions of the Mortgage, as supplemented, for the authentication and delivery of additional bonds or the withdrawal of cash or the release of property, and (c) such franchises, repairs and additional property as may be acquired, made or constructed by the Company (1) to maintain, renew and preserve the franchises covered by the Mortgage, as supplemented, or (2) to maintain the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented, as an operating system or systems in good repair, working order and condition, or (3) in rebuilding or renewal of property, subject to the Lien of the Mortgage, as supplemented, damaged or destroyed, or (4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers, poles, wire, pipe, tools, implements and furniture, subject to the Lien of the Mortgage, as supplemented, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operation of the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented; and
WHEREAS, Section 120 of the Mortgage, as supplemented, provides, among other things, that without the consent of any holders of bonds, the Company and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures, in form satisfactory to the Trustee, in order to 









evidence the succession of another corporation to the Predecessor Company and the assumption by any such successor of the covenants of the Company in the Mortgage and in the bonds, all as provided in Article XVI of the Mortgage; and
WHEREAS, effective as of 10:03 A.M. Central Time, October 1, 2015, the Predecessor Company will transfer, subject to the Lien of the Mortgage, all or substantially all the Mortgaged and Pledged Property as an entirety to the Company (the “2015 Transfer”) pursuant to a Plan of Merger between the Predecessor Company and the Company (the “2015 Transfer Documents”), pursuant to which, among other things, the Company will succeed to the ownership of all of the Predecessor Company’s right, title and interest in and to the Mortgaged and Pledged Property as constituted immediately prior to the time that the 2015 Transfer becomes effective and will succeed to all of the Predecessor Company’s duties and obligations under the Mortgage and the bonds outstanding thereunder;  and 
WHEREAS, the Company is lawfully entitled to acquire and operate the Mortgaged and Pledged Property, and
WHEREAS, pursuant to and in accordance with said Section 86 of the Mortgage, as supplemented, the Company now desires to execute with the Trustee and to cause to be recorded an indenture of the tenor aforesaid; and
WHEREAS, the execution and delivery by the Company of this Eighty-second Supplemental Indenture 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 ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas organized on July 7, 2015 (formerly Entergy Louisiana Power, LLC and successor to Entergy Louisiana, LLC, a limited liability company of the State of Texas organized on December 31, 2005, which was successor to Entergy Louisiana, Inc., a corporation of the State of Louisiana converted to a corporation of the State of Texas on December 31, 2005), in consideration of the premises and of One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustee and in order further to secure the payment both of 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 modification made as in the Mortgage provided) and of said bonds, and in compliance with, in satisfaction of and pursuant to the provisions of Sections 85 and 86 of the Mortgage, as supplemented, (A) hereby assumes and agrees to pay, duly and punctually, the principal of and interest on the bonds issued and now outstanding under the Mortgage, as supplemented, in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage, as supplemented, and agrees to duly and punctually observe, perform and fulfill all the covenants and conditions of the Mortgage, as supplemented, to be kept or performed by the Predecessor Company thereunder; and (B) 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, as supplemented) unto The Bank of New York Mellon, as Trustee under the Mortgage, as supplemented, and to its successor or successors in said trust, and to said Trustee and its successors and assigns forever, (a) all of the Mortgaged and Pledged Property acquired by the Company from the Predecessor Company pursuant to the 2015 Transfer Documents, and improvements, extensions and additions thereto and renewals and replacements thereof, (b) the property made and used by the Company as the basis under any of the provisions of the Mortgage, as supplemented, for the authentication and delivery of additional bonds or the withdrawal of cash or the release of property, and (c) such franchises, repairs and additional property as may be acquired, made or constructed by the Company (1) to maintain, 









renew and preserve the franchises covered by this Mortgage, as supplemented, or (2) to maintain the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented, as an operating system or systems in good repair, working order and condition, or (3) in rebuilding or renewal of property, subject to the Lien of the Mortgage, as supplemented, damaged or destroyed, or (4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers, poles, wire, pipe, tools, implements and furniture, subject to the Lien of the Mortgage, as supplemented, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operation of the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented.
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 Eighty-second Supplemental Indenture and Mortgage, as supplemented, and from the lien and operation of the Mortgage, namely: (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 and fuel, oil and similar materials and supplies consumable in the operation of any properties of the Company; rolling stock, buses, motor coaches, 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 or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the 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; and (7) any property heretofore released pursuant to any provisions of the Mortgage; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage 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 the Trustee or its successor or successors in said trust or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.
TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto The Bank of New York Mellon, as Trustee, and its 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 supplemented, this Eighty-second Supplemental Indenture being supplemental thereto.
AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustee and the beneficiaries of the trust with respect to said property, and to the Trustee and its successors as Trustee of said property in the same manner and with the same effect as if said property had been owned by the Florida Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustee by the Mortgage as a part of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the Trustee and its successor or successors 









in said trust under the Mortgage as follows:
ARTICLE I


RELEASE AND DISCHARGE


SECTION 1Upon the transfer, subject to the Lien of the Mortgage, of all or substantially all of the Mortgaged and Pledged Property as an entirety to the Company, as contemplated by the 2015 Transfer Documents, the Predecessor Company shall be released and discharged from all obligations under the Mortgage or any bonds issued thereunder.


ARTICLE II


MISCELLANEOUS PROVISIONS




1.Subject to any amendments provided for in this Eighty-second Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Eighty-second Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented.


2.The Trustee hereby accepts the trusts herein declared, provided, created or supplemented and agrees to perform the same upon the terms and conditions herein and in the Mortgage, as heretofore amended, set forth and upon the following terms and conditions: 


The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eighty-second 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 Eighty-second 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 Eighty-second Supplemental Indenture.
3.Whenever in this Eighty-second Supplemental Indenture any of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all covenants and agreements in this Eighty-second Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, 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. 


4.Nothing in this Eighty-second 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 Eighty-second Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Eighty-second 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 coupons Outstanding under the Mortgage. 


5.It is the intention and it is hereby agreed that, so far as concerns that portion of the Mortgaged and Pledged Property situated within the State of Louisiana, the general language of conveyance contained 









in this Eighty-second Supplemental Indenture is intended and shall be construed as words of hypothecation and not of conveyance, and that, so far as the said Louisiana property is concerned, this Eighty-second Supplemental Indenture shall be considered as an act of mortgage and pledge under the laws of the State of Louisiana, and the Trustee herein named is named as mortgagee and pledgee in trust for the benefit of itself and of all present and future holders of bonds and coupons issued and to be issued under the Mortgage, and is irrevocably appointed special agent and representative of the holders of the bonds and coupons issued and to be issued under the Mortgage and vested with full power in their behalf to effect and enforce the mortgage and pledge hereby constituted for their benefit, or otherwise to act as herein provided for. 


6.This Eighty-second 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.


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IN WITNESS WHEREOF, ENTERGY LOUISIANA, LLC has caused its company name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its company seal to be attested by its Secretary or one of its Assistant Secretaries, for and in its behalf, and THE BANK OF NEW YORK MELLON, in token of its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents, Senior Associates or Associates and its corporate seal to be attested by one of its Vice Presidents, Senior Associates or Associates, all as of the day and year first above written.
	
		
	 
	ENTERGY LOUISIANA, LLC






By:  /s/ Steven C. McNeal
Name:Steven C. McNeal
Title:Vice President and Treasurer

	Attest:




By: /s/ Dawn A. Balash
Name:  Dawn A. Balash
Title:   Assistant Secretary
	 

	Executed, sealed and delivered by
ENTERGY LOUISIANA, LLC
in the presence of:


/s/ Leah W. Dawsey
Name:  Leah W. Dawsey  


/s/ Mary Beth Rose
Name:   Mary Beth Rose 
	 















	
		
	 
	THE BANK OF NEW YORK MELLON
As Successor Trustee




By: /s/ Francine Kincaid
Name: Francine Kincaid
Title:Vice President

	Attest:




By: /s/ Thomas Hacker
Name:  Thomas Hacker
Title: Vice President
	 

	Executed, sealed and delivered by
THE BANK OF NEW YORK MELLON
in the presence of: 


/s/ Stacey Poindexter
Name:  Stacey Poindexter


/s/ Ignazio Tamburello
Name:  Ignazio Tamburello
	 













STATE OF LOUISIANA
                                                    } ss.:
PARISH OF ORLEANS
On this 14th day of September, 2015, before me appeared STEVEN C. MCNEAL, to me personally known, who, being by me duly sworn, did say that he is Vice President and Treasurer of ENTERGY LOUISIANA, LLC, and that the seal affixed to the above instrument is the seal of said entity and that said instrument was signed and sealed in behalf of said entity by authority of its Board of Directors, and said STEVEN C. MCNEAL, acknowledged said instrument to be the free act and deed of said entity.
On this 14th day of September, 2015, before me personally came STEVEN C. MCNEAL, to me known, who, being by me duly sworn, did depose and say that he resides at 8043 Winner’s Circle, Mandeville, Louisiana 70448; that he is Vice President and Treasurer of ENTERGY LOUISIANA, LLC, one of the entities described in and which executed the above instrument; that he knows the seal of said entity; that the seal affixed to said instrument is such seal, that it was so affixed by order of the Board of Directors of said entity, and that he signed his name thereto by like order.
	
		
	 
	 

	 
	/s/ Jennifer B. Favalora
Notary Public
Name: Jennifer B. Favalora
Notary ID Number 57639
My commission expires: at my death






            











STATE OF NEW YORK
                                                            } ss.:
COUNTY OF NEW YORK
On the 16th day of September, 2015, before me appeared Francine Kincaid to me personally known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did say that she is a Vice President of THE BANK OF NEW YORK MELLON, and that the seal affixed to the above instrument is the corporate seal of said entity and that said instrument was signed and sealed in behalf of said entity by authority of its Board of Directors, and said Vice President  acknowledged said instrument to be the free act and deed of said entity.
On the 16th day of September, 2015, before me personally came Thomas Hacker, to me known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did depose and say that he resides in New York; that he is a Vice President of THE BANK OF NEW YORK MELLON, one of the entities described in and which executed the above instrument; that he knows the seal of said entity; that the seal affixed to said instrument is such seal, that it was so affixed by order of the Board of Directors of said entity, and that he signed his name thereto by like order.
	
		
	 
	 

	 
	/s/ Christopher J. Traina
Christopher J. Traina
Notary Public - State of New York
No. 01TR6297825
Qualified in Queens County
My Commission Expires
 March 03, 2018
Certified in New York County