SEC Exhibit








Counterpart     of 85




Exhibit 4.40




ENTERGY LOUISIANA, LLC




TO


THE BANK OF NEW YORK MELLON






As Trustee under Entergy Louisiana, LLC’s Mortgage and Deed of Trust 
dated as of November 1, 2015




________________




Fifth Supplemental Indenture




Providing among other things for


Collateral Trust Mortgage Bonds, 3.05% Series due June 1, 2031
(Fifth Series)




Dated as of May 1, 2016

















FIFTH SUPPLEMENTAL INDENTURE
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of May 1, 2016, between ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas whose post office address is 4809 Jefferson Highway, Jefferson, Louisiana 70121 (hereinafter sometimes called the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation whose principal corporate trust office is located at 101 Barclay Street, New York, New York 10286 (hereinafter sometimes called the “Trustee”), as Trustee under the Mortgage and Deed of Trust, dated as of November 1, 2015 (hereinafter called the “Original Indenture”), this Indenture (hereinafter called this “Fifth Supplemental Indenture”) being supplemental thereto. The Original Indenture and any and all indentures and instruments supplemental thereto are hereinafter sometime collectively called the “Indenture”. Subject to any amendments provided for in this Fifth Supplemental Indenture, the terms defined in the Original Indenture shall, for all purposes of this Fifth Supplemental Indenture, have the meanings specified in the Original Indenture.
WHEREAS, the Original Indenture was authorized, executed and delivered by the Company to provide for the issuance from time to time of its Securities (such term and all other capitalized terms used herein without definition having the meanings assigned to them in the Original Indenture), to be issued in one or more series as contemplated therein, and to provide security for the payment of the principal of and premium, if any, and interest, if any, on the Securities.
WHEREAS, the Original Indenture was recorded with the Secretary of State of Texas under File Number 15-0039013214,  in the Parish of Orleans, Louisiana as Mortgage Instrument Number 1205822, and in various other Parishes in the State of Louisiana, which Parishes are the same Parishes in which this Fifth Supplemental Indenture is to be recorded; and
WHEREAS, the Company executed and delivered the following supplemental indentures:
	
		
	Designation
	Dated as of

	First Supplemental Indenture 
	March 1, 2016

	Second Supplemental Indenture
Third Supplemental Indenture
	March 15, 2016
March 17, 2016




which supplemental indentures have been recorded with the Secretary of State of Texas and in various Parishes in the State of Louisiana; and
WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Indenture, as supplemented, the following series of Securities:
	
			
	Series
	Principal
Amount
Issued
	Principal
Amount
Outstanding

	LPFA 2016A Series due 2028
	$85,681,000
	$85,681,000

	LPFA 2016B Series due 2030
	117,852,000
	117,852,000

	3.25% Series due April 1, 2028
	425,000,000
	425,000,000

	Waterford Series due 2017 
	51,971,593.98
	51,971,593.98

















WHEREAS, to subject certain property of the Company located in Union County, Arkansas to the Lien of the Indenture, the Company executed and delivered the Fourth Supplemental Indenture dated as of April 1, 2016 to the Original Indenture, and such Fourth Supplemental Indenture has been recorded in Union County, Arkansas and is to be recorded with the Texas Secretary of State.
WHEREAS, as contemplated by Section 301 of the Original Indenture, the Company wishes to establish the designation and certain terms of the Securities of the Fifth Series. The Company has duly authorized the execution and delivery of this Fifth Supplemental Indenture to establish the designation and certain terms of the Securities of the Fifth Series and has duly authorized the issuance of such Securities; and all acts necessary to make this Fifth Supplemental Indenture a valid agreement of the Company, and to make the Securities of the Fifth Series valid obligations of the Company, have been performed.
GRANTING CLAUSES
NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH, that, in consideration of the premises and of the purchase of the Securities by the Holders thereof, and in order to secure the payment of the principal of and premium, if any, and interest, if any, on the Securities from time to time Outstanding and the performance of the covenants therein and herein contained, and to declare the terms and conditions on which such Securities are secured, the Company hereby grants, bargains, sells, conveys, assigns, transfers, mortgages, pledges, sets over and confirms to the Trustee, in trust, and grants to the Trustee a security interest in and lien on, the following (subject, however, to the terms and conditions set forth in this Fifth Supplemental Indenture):
First Granting Clause
All right, title and interest of the Company, as of the Execution Date, or thereafter acquired, in and to all of the Company’s tangible electric and gas utility property located in the State of Louisiana (other than Excepted Property), whether real, personal or mixed, together with the Company’s franchises, permits and licenses that are transferable and necessary for the operation of such property and all easements and rights of way with respect to which the ownership interests of the Company have been recorded in the appropriate public records in the State of Louisiana;
Second Granting Clause
All of the Company’s right, title, interest, as of March 1, 2016, or thereafter acquired, in and to all equipment and fixtures (other than Excepted Property) located on the Union Property (as such term is defined in the Fourth Supplemental Indenture to the Original Indenture), together with the Company’s franchises, permits and licenses that are transferable and necessary for the operation of such property and all easements and rights of way of the Company relating to such property with respect to which the ownership interests of the Company have been recorded in the appropriate public records in the State of Arkansas;
Third Granting Clause
Any Excepted Property, which may, from time to time after the Execution Date, by delivery or by an instrument supplemental to the Indenture, be subjected to the Lien hereof by the Company, the Trustee being hereby authorized to receive the same at any time as additional security hereunder; it being understood that any such subjection to the Lien hereof of any Excepted Property as additional security may be made subject to such reservations, limitations or conditions respecting the use and disposition of such property or the proceeds thereof as shall be set forth in such instrument;











Excepted Property
Expressly excepting and excluding, however, from the Lien of the Indenture all right, title and interest of the Company in and to the Excepted Property.
TO HAVE AND TO HOLD all such property, real, personal and mixed, unto the Trustee, its successors in trust and their assigns forever;
SUBJECT, HOWEVER, to Permitted Liens; and
SUBJECT, FURTHER, to the condition that, with respect to any property which is now or hereafter becomes subject to the Lien of any Class A Mortgage, the Lien of the Indenture shall at all times be junior, subject and subordinate to the Lien of such Class A Mortgage;
IN TRUST, NEVERTHELESS, for the equal and ratable benefit and security of the Holders from time to time of all Outstanding Securities without any priority of any such Security over any other such Security;
PROVIDED, HOWEVER, that the right, title and interest of the Trustee in and to the Mortgaged Property shall cease, terminate and become void in accordance with, and subject to the conditions set forth in, Article Eight of the Indenture, and if the principal of and premium, if any, and interest, if any, on the Securities shall have been paid to the Holders thereof, or shall have been paid to the Company pursuant to Section 703 of the Indenture or to the appropriate Governmental Authority pursuant to applicable law after the Maturity thereof, then and in that case the Indenture shall terminate, and the Trustee shall execute and deliver to the Company such instruments as the Company shall reasonably require to evidence such termination; otherwise the Indenture, and the estate and rights thereby granted, shall be and remain in full force and effect; and
IT IS HEREBY COVENANTED AND AGREED by and between the Company and the Trustee that all the Securities are to be authenticated and delivered, and that the Mortgaged Property is to be held, subject to the further covenants, conditions and trusts hereinafter set forth, and the Company hereby covenants and agrees to and with the Trustee, for the equal and ratable benefit of all holders of the Securities, as follows:
ARTICLE ONE
FIFTH SERIES OF SECURITIES
SECTION 101.  The Securities of the Fifth Series shall be designated “Collateral Trust Mortgage Bonds, 3.05% Series due June 1, 2031”, shall be initially issued in the aggregate principal amount (except as contemplated by Section 301(b) of the Original Indenture) of $325,000,000, and shall have such forms and terms as are established for such Securities of the Fifth Series in an Officer's Certificate of the Company pursuant to this Fifth Supplemental Indenture, as contemplated by Sections 201 and 301 of the Original Indenture.
 SECTION 102.  Trustee to Hold Class A Bonds In New York. So long as any Securities of the Fifth Series remain Outstanding, the Trustee shall hold in the State of New York all Class A Bonds delivered to and to be held by it pursuant to Sections 1602 and 1701 of the Original Indenture; provided that the Trustee may hold such Class A Bonds in another jurisdiction if it receives an opinion of counsel to the effect that the perfection and priority of the security interest, if any, created by the last sentence of such Section 1701 will continue in such other jurisdiction.











ARTICLE TWO
MISCELLANEOUS PROVISIONS
SECTION 201. This Fifth Supplemental Indenture is a supplement to the Original Indenture. As supplemented by this Fifth Supplemental Indenture, the Indenture is in all respects ratified, approved and confirmed.  
SECTION 202.  The recitals contained in this Fifth Supplemental Indenture shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness and makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture.
SECTION 203.  Nothing in this Fifth 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 Securities Outstanding under the Indenture, any right, remedy or claim under or by reason of this Fifth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Fifth 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 Securities Outstanding under the Indenture.
This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together 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, one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers, 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/ Stacey M. Lousteau __________
Name:Stacey M. Lousteau
Title:Assistant 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 Dawsey__________
Name:   Leah W. Dawsey


___/s/ Shannon Ryerson_______
Name:   Shannon K. Ryerson
	 

















	
		
	 
	THE BANK OF NEW YORK MELLON
As Trustee




By:__/s/ Laurence J. O’Brien _________
Name:Laurence J. O’Brien
Title:Vice President

	Attest:




By:______/s/ Latoya S. Elvin _____
Name:Latoya S. Elvin
Title:Vice President
	 

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


____/s/ John Bowman ___________
Name:  John Bowman


____/s/ Marcela Alvarez__________
Name:  Marcela Alvarez
	 















STATE OF LOUISIANA
                                                    } ss.:
PARISH OF ORLEANS
On this 17th day of May, 2016, before me appeared STACEY M. LOUSTEAU, to me personally known, who, being by me duly sworn, did say that she is Assistant 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 STACEY M. LOUSTEAU, acknowledged said instrument to be the free act and deed of said entity.
On this 17th day of May, 2016, before me personally came STACEY M. LOUSTEAU, to me known, who, being by me duly sworn, did depose and say that she resides at 1013 Pasadena Avenue, Metairie, LA 70001; that she is Assistant Treasurer of ENTERGY LOUISIANA, LLC, 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 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.
	
		
	 
	 

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

















STATE OF NEW JERSEY
                                                            } ss.:
COUNTY OF PASSAIC
On this 17th day of May, 2016, before me appeared Laurence J. O’Brien, to me personally known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did say that he 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 this 17th day of May, 2016, before me personally came Latoya S. Elvin, 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 she resides in Bogota, New Jersey; 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 he/she 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 she signed her name thereto by like order.
__/s/ David O’Brien______
David J. O’Brien
ID # 2437452 
Notary Public
State of New Jersey 
My Commission Expires 
Aug. 15, 2018