Exhibit








12


Counterpart     of 55




Exhibit 4.43


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




________________




Ninety-first Supplemental Indenture




Providing among other things for


First Mortgage Bonds, 4.20% Series due April 1, 2050
(Ninety-fifth Series)




Dated as of March 1, 2019




    





























NINETY-FIRST SUPPLEMENTAL INDENTURE
Indenture, dated as of March 1, 2019, 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 4809 Jefferson Highway, Jefferson, Louisiana 70121, 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 corporate trust office is located at 240 Greenwich 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 “Ninety-first 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 Ninety-first 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 succeeded to and was 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 with the Secretary of State of Texas; 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 recorded in various Parishes in the State of Louisiana and with the Secretary of State of Texas; and
WHEREAS, effective as of 10:03 A.M. Central Time, October 1, 2015, the Predecessor Company transferred, subject to the Lien of the Mortgage, all or substantially all of 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 succeeded 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 became effective and succeeded to all of the Predecessor Company’s duties and obligations under the Mortgage and the bonds outstanding thereunder;  and 
WHEREAS, upon the 2015 Transfer, the Predecessor Company was released and discharged from all obligations under the Mortgage or any bonds issued thereunder; and











WHEREAS, effective as of 2:02 P.M. Central Time, October 1, 2015, the Company changed its name from “Entergy Louisiana Power, LLC” to “Entergy Louisiana, LLC”;
WHEREAS, the Company executed and delivered an Eighty-second Supplemental Indenture, effective as of October 1, 2015, pursuant to which the 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 Predecessor Company thereunder, and said Eighty-second Supplemental Indenture was recorded in various Parishes in the State of Louisiana and with the Secretary of State of Texas; and
WHEREAS, the Company executed and delivered the following supplemental indentures:
	
		
	Designation
	Dated as of

	Eighty-third Supplemental Indenture 
	March 15, 2016

	Eighty-fourth Supplemental Indenture
	March 17, 2016

	Eighty-fifth Supplemental Indenture
Eighty-sixth Supplemental Indenture
Eighty-seventh Supplemental Indenture
	March 17, 2016
August 1, 2016
September 15, 2016

	Eighty-eighth Supplemental Indenture
	May 1, 2017

	Eighty-ninth Supplemental Indenture
	March 1, 2018

	Ninetieth Supplemental Indenture
	August 1, 2018




which supplemental indentures were 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
	None

	Collateral Series 1994-B, due July 2, 2017
	58,865,000
	None

	Collateral Series 1994-C, due July 2, 2017 
	31,575,000
	None

	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
	None

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

	6.0% Series due March 15, 2040
	150,000,000
	None

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

	Environmental Series H due June 1, 2030 
	119,073,000
	None

	5.875% Series due June 15, 2041
	150,000,000
	None

	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
LPFA 2016A Series due 2028
LPFA 2016B Series due 2030
	450,000,000
85,681,000
117,852,000
	450,000,000
85,681,000
117,852,000

	3.25% Series due April 1, 2028
	255,000,000
	255,000,000

	Waterford Series due 2017
	51,971,593.98
	None

	4.875% Series due September 1, 2066
2.40% Series due October 1, 2026
	70,000,000
240,000,000
	70,000,000
240,000,000

	3.12% Series due September 1, 2027
	270,000,000
	270,000,000

	4.00% Series due March 15, 2033
	450,000,000
	450,000,000

	4.20% Series due September 1, 2048
	360,000,000
	360,000,000




which bonds are also hereinafter sometimes called bonds of the First through Ninety-fourth Series, respectively; and
WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage provides, among other things, that 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 establish the form and terms of bonds of any series; and
WHEREAS, the Company now desires to create a new series of bonds and establish the terms of bonds of such series; and
WHEREAS, in Sections 2, 4 and 5 of Article II of the Eightieth Supplemental Indenture and in 











Sections 2, 4 and 5 of Article II of the Eighty-first Supplemental Indenture, the Predecessor Company reserved the right to make certain amendments to the Mortgage (herein sometimes referred to as the “Amendments”);
WHEREAS, in Section 6 of Article II of the Eightieth Supplemental Indenture, each initial and future holder of bonds of the Eighty-fourth Series, by its acquisition of an interest in such bonds, irrevocably (a) consented to the Amendments without any other or further action by any holder of such bonds, and (b) designated the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise;
WHEREAS, in Section 6 of Article II of the Eighty-first Supplemental, each initial and future holder of bonds of the Eighty-fifth Series, by its acquisition of an interest in such bonds, irrevocably (a) consented to the Amendments without any other or further action by any holder of such bonds, and (b) designated the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise;
WHEREAS, in Section 1 of Article III of the Eighty-third Supplemental Indenture, each initial and future holder of bonds of the Eighty-sixth and Eighty-seventh Series, by its acquisition of an interest in such bonds, irrevocably (a) consented to the Amendments without any other or further action by any holder of such bonds, and (b) designated the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise; 
WHEREAS, in Section 1 of Article II of the Eighty-fourth Supplemental Indenture, each initial and future holder of bonds of the Eighty-eighth Series, by its acquisition of an interest in such bonds, irrevocably (a) consented to the Amendments without any other or further action by any holder of such bonds, and (b) designated the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise; 
WHEREAS, in Section 1 of Article II of the Eighty-sixth Supplemental Indenture, each initial and future holder of bonds of the Ninetieth Series, by its acquisition of an interest in such bonds, irrevocably (a) consented to the Amendments without any other or further action by any holder of such bonds, and (b) designated the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise; 
WHEREAS, in Section 1 of Article II of the Eighty-seventh Supplemental Indenture, each initial and future holder of bonds of the Ninety-first Series, by its acquisition of an interest in such bonds, irrevocably (a) consented to the Amendments without any other or further action by any holder of such bonds, and (b) designated the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise; 
WHEREAS, in Section 1 of Article II of the Eighty-eighth Supplemental Indenture, each initial and future holder of bonds of the Ninety-second Series, by its acquisition of an interest in such bonds, irrevocably (a) consented to the Amendments without any other or further action by any holder of such bonds, and (b) designated the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any 











bondholder meeting, in any consent solicitation or otherwise;
WHEREAS, in Section 1 of Article I of the Eighty-ninth Supplemental Indenture, each initial and future holder of bonds of the Ninety-third Series, by its acquisition of an interest in such bonds, irrevocably (a) consented to the Amendments without any other or further action by any holder of such bonds, and (b) designated the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise;
WHEREAS, in Section 1 of Article II of the Ninetieth Supplemental Indenture, each initial and future holder of bonds of the Ninety-fourth Series, by its acquisition of an interest in such bonds, irrevocably (a) consented to the Amendments without any other or further action by any holder of such bonds, and (b) designated the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise;
WHEREAS, the bonds of the Eighty-fourth, Eighty-fifth, Eighty-sixth, Eighty-seventh, Eighty-eighth, Ninetieth, Ninety-first, Ninety-second, Ninety-third and Ninety-fourth Series constitute more than a majority of the aggregate principal amount of all bonds now Outstanding;
WHEREAS, Section 113 of the Mortgage provides, among other things, that any modification or alteration of the Mortgage and/or of the rights and obligations of the Company and/or the rights of the holders of bonds may be made at a meeting of bondholders by resolution duly adopted by the affirmative vote of a majority in principal amount of the bonds Outstanding under the Mortgage, considered as one class, unless (a) such modification or alteration shall directly affect the holders of bonds of one or more, but less than all, series of bonds then Outstanding under the Mortgage or (b) such modification or alteration shall, without the consent of the holder of any bond issued under the Mortgage affected thereby permit (1) the extension of the maturity of the principal of, or interest on, such bond, or (2) the reduction in such principal or the rate of interest thereon or any other modification in the terms of payment of such principal or interest, or (3) the creation of any lien ranking prior to, or on a parity with, the Lien of the Mortgage with respect to any of the Mortgaged and Pledged Property, or (4) the deprivation of any non-assenting bondholder of the benefit of a lien upon the Mortgaged and Pledged Property for the security of his bonds (subject only to Excepted Encumbrances) or (5) the reduction of the percentage required by the provisions of Section 113 with respect to any bond Outstanding under the Mortgage;
WHEREAS, Section 116 of the Mortgage provides, among other things, that, anything in Article XIX contained to the contrary notwithstanding, the Trustee shall receive the written consent (in any number of instruments of similar tenor executed by the bondholders or by their attorneys appointed in writing or in the supplemental indenture or supplemental indentures creating such series of bonds) of the holders of a majority in principal amount of the bonds Outstanding under the Mortgage, considered as one class, at the time the last such needed consent is delivered to the Trustee, in lieu of the holding of a meeting pursuant to Article XIX of the Mortgage and in lieu of all action at such a meeting and with the same force and effect as a resolution duly adopted in accordance with the provisions of Section 113 of the Mortgage;
WHEREAS, the Company may now effect the Amendments because (a) the Trustee has received the written consent to such amendments of the holders of a majority of the bonds now Outstanding as set forth in Section 6 of Article II of the Eightieth Supplemental Indenture, Section 6 of Article II of the Eighty-first Supplemental Indenture, Section 1 of Article III of the Eighty-third Supplemental Indenture, Section 1 of Article II of the Eighty-fourth Supplemental Indenture, Section 1 of Article II of the Eighty-sixth Supplemental Indenture, Section 1 of Article II of the Eighty-seventh Supplemental Indenture, Section 1 of Article II of 











the Eighty-eighth Supplemental Indenture, Section 1 of Article I of the Eighty-ninth Supplemental Indenture and Section 1 of Article II of the Ninetieth Supplemental Indenture, (b) such amendments affect the rights of all series of bonds now Outstanding, and (c) such amendments do not permit (1) the extension of the maturity of the principal of, or interest on, any bond Outstanding under the Mortgage, or (2) the reduction in the principal or the rate of interest thereon or any other modification in the terms of payment of such principal or interest, with respect to any bond Outstanding under the Mortgage, or (3) the creation of any lien ranking prior to, or on a parity with, the Lien of the Mortgage with respect to any of the Mortgaged and Pledged Property, or (4) the deprivation of any non-assenting bondholder of the benefit of a lien upon the Mortgaged and Pledged Property for the security of his bonds (subject only to Excepted Encumbrances) or (5) the reduction of the percentage required by the provisions of Section 113 with respect to any bond Outstanding under the Mortgage;
WHEREAS, pursuant to and in accordance with said Sections 113, 116 and 120 of the Mortgage, as supplemented, the Company now desires to execute with the Trustee and to cause to be recorded this Ninety-first Supplemental Indenture; and
WHEREAS, the execution and delivery by the Company of this Ninety-first Supplemental Indenture, and the terms of the bonds of the Ninety-fifth Series, hereinafter referred to, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the Company, in consideration of the premises and of One Dollar to it duly paid by the 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, 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 Ninety-first 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 Ninety-first 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


NINETY-FIFTH SERIES BONDS


SECTION 1.    There shall be a series of bonds designated “4.20% Series due April 1, 2050” (herein sometimes called the “Ninety-fifth Series”), each of which shall also bear the descriptive title “First Mortgage Bond”, and the form thereof, which has been established by Resolution of the Board of Directors of the Company, is attached hereto as Exhibit A. Bonds of the Ninety-fifth Series (which shall be initially issued in the aggregate principal amount of $315,000,000) shall be dated as in Section 10 of the Mortgage provided, shall mature on April 1, 2050, shall be issued as fully registered bonds in any integral multiple or multiples of One Thousand Dollars, and shall bear interest at the rate of 4.20% per annum, the first interest payment to be made on 











October 1, 2019, for the period from March 12, 2019 to October 1, 2019 with subsequent interest payments payable semiannually on April 1 and October 1 of each year (each, an “Interest Payment Date”), the principal of and interest on each said bond to be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on the bonds of the Ninety-fifth Series shall be paid to the Person in whose name such bonds of the Ninety-fifth Series are registered.


Interest on the bonds of the Ninety-fifth Series will be computed on the basis of a 360-day year of twelve 30-day months.  In any case where any Interest Payment Date, redemption date or the maturity date of any bond of the Ninety-fifth Series shall not be a Business Day, then payment of interest or principal and premium, if any, need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date, redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or the maturity date, as the case may be, to such Business Day.  “Business Day” means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the Trustee is closed for business.
The bonds of the Ninety-fifth Series shall be issued by the Company, registered in the name of and delivered to The Bank of New York Mellon, as trustee (together with its successors as trustee under the Collateral Trust Mortgage referenced below, the “Collateral Trust Trustee”) under the Mortgage and Deed of Trust of the Company dated as of November 1, 2015 as the same may be supplemented and amended from time to time (the “Collateral Trust Mortgage”), to provide for the payment when due (whether at maturity, by acceleration or otherwise) of the principal and interest of the Securities (as defined in the Collateral Trust Mortgage) to be issued from time to time under the Collateral Trust Mortgage.
Any payment by the Company under the Collateral Trust Mortgage of the principal of or interest on the Securities which shall have been authenticated and delivered under the Collateral Trust Mortgage on the basis of the issuance and delivery to the Collateral Trust Trustee of bonds of the Ninety-fifth Series (other than by application of the proceeds of a payment in respect of such bonds) shall, to the extent of such payment, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal of,  or interest on such bonds, as the case may be, which is then due. 
The Trustee may conclusively presume that the obligation of the Company to pay the principal of and interest on the bonds of the Ninety-fifth Series as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the Collateral Trust Trustee signed by its President, a Vice President, an Assistant Vice President or a Trust Officer, stating that interest or principal due and payable on any Securities issued under the Collateral Trust Mortgage has not been fully paid and specifying the amount of funds required to make such payment. 
(I) Each holder of a bond of the Ninety-fifth Series consents that the bonds of the Ninety-fifth Series may be redeemed at the option of the Company or pursuant to the requirements of the Mortgage in whole at any time, or in part from time to time, prior to maturity, without notice provided in Section 52 of the Mortgage, at the principal amount of the bonds to be redeemed, in each case, together with accrued interest to the date fixed for redemption by the Company in a notice delivered to the Trustee and to the holder of the bonds to be redeemed on or before the date fixed for redemption.
The bonds of the Ninety-fifth Series shall be redeemed, in whole at any time, or in part from time to time, prior to maturity, at a redemption price equal to the principal amount thereof, upon receipt by the Trustee 











of a written notice from the Collateral Trust Trustee (i) delivered to the Trustee and the Company, (ii) signed by its President, a Vice President, an Assistant Vice President or a Trust Officer, (iii) stating that an Event of Default has occurred and is continuing under the Collateral Trust Mortgage and that, as a result, there then is due and payable a specified amount with respect to the Securities Outstanding under the Collateral Trust Mortgage, for the payment of which the Collateral Trust Trustee has not received funds, and (iv) specifying the principal amount of the bonds of the Ninety-fifth Series to be redeemed.  Delivery of such notice shall constitute a waiver by the Collateral Trust Trustee of notice of redemption under the Mortgage. 
(II) The bonds of the Ninety-fifth Series shall not be transferable by the Collateral Trust Trustee, except to a successor trustee under the Collateral Trust Mortgage.  Bonds of this series so transferable to a successor trustee under the Collateral Trust Mortgage may be transferred by the registered owner thereof, in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, in the manner prescribed in the Mortgage.  
At the option of the registered owner, any bonds of the Ninety-fifth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the Ninety-fifth Series of other authorized denominations.
Upon any exchange or transfer of bonds of the Ninety-fifth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.
(III) Upon the delivery of this Ninety-first Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as heretofore supplemented, there shall be an initial issue of bonds of the Ninety-fifth Series for the aggregate principal amount of $315,000,000.  Additional bonds of the Ninety-fifth Series, without limitation as to amount, having substantially the same terms as the Outstanding bonds of the Ninety-fifth Series (except for the issue date and, if applicable, the initial Interest Payment Date) may be issued by the Company, subject to satisfaction of the requirements of the Mortgage, as heretofore supplemented, without notice to or the consent of the existing holders of the bonds of the Ninety-fifth Series.
ARTICLE II


AMENDMENTS


SECTION 1.    The holders of at least a majority in principal amount of the bonds Outstanding under the Mortgage having consented to the amendments set forth in Section 2 of Article II of the Eightieth Supplemental Indenture and Section 2 of Article II of the Eighty-first Supplemental Indenture, the Company hereby exercises its right to amend subdivision 7 of Section 28 of the Mortgage through the end of clause (b) thereof to read substantially as follows:


(7)    either an Opinion of Counsel or an Officer’s Certificate to the effect that:
(a)    this Indenture constitutes, or, upon the delivery of, and/or the filing and/or recording in the proper places and manner of, the instruments of conveyance, assignment or transfer, if any, specified in said opinion or certificate, will constitute, a lien on all the Property Additions to be made the basis of the authentication and delivery of such bonds, subject to no lien thereon prior to the lien of this Indenture except Excepted Encumbrances and Qualified 











Liens and any other liens of which the signer of said opinion or certificate has no actual knowledge and which do not appear on a specified lien search report received by said signer not more than five (5) Business Days prior to the date of said opinion or certificate; 
(b)    the Company has corporate authority to operate such Property Additions; and
“Officer’s Certificate” means a certificate signed by the Chairman of the Board, the Vice Chairman, the President, any Vice President, the Treasurer, any Assistant Treasurer, or any other officer, manager or agent of the Company duly authorized pursuant to a resolution of the Board of Directors to act in respect of matters relating to this Indenture.
SECTION 2.    The holders of at least a majority in principal amount of the bonds Outstanding under the Mortgage having consented to the amendments set forth in Section 4 of Article II of the Eightieth Supplemental Indenture and Section 4 of Article II of the Eighty-first Supplemental Indenture, the Company hereby exercises its right to amend Section 86 of the Mortgage to add a new paragraph at the end reading substantially as follows:


A statutory merger in which the Company’s assets and liabilities may be allocated among one or more entities, shall not be considered to be a merger, consolidation, conveyance or other transfer of Mortgaged and Pledged Property subject to the provisions of this Article XVI unless all or substantially all of the Mortgaged and Pledged Property is allocated by such statutory merger to one or more entities other than the Company.
SECTION 3.    The holders of at least a majority in principal amount of the bonds Outstanding under the Mortgage having consented to the amendments set forth in Section 5 of Article II of the Eightieth Supplemental Indenture and Section 5 of Article II of the Eighty-first Supplemental Indenture, the Company hereby exercises its right to delete all provisions in the Mortgage which require a Net Earning Certificate, whether as a condition precedent to the authentication and delivery of bonds or otherwise.


ARTICLE III


CONSENT TO AMENDMENTS


SECTION 1.Each initial and future holder of bonds of the Ninety-fifth Series, by its acquisition of an interest in such Bonds, irrevocably (a) consents to the amendment set forth in Sections 1 and 3 of Article II of the Eighty-first Supplemental Indenture to the Mortgage dated as of November 1, 2014, without any other or further action by any holder of such bonds, and (b) designates the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise.


ARTICLE IV


MISCELLANEOUS PROVISIONS


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













SECTION 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 Ninety-first 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 Ninety-first 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 Ninety-first Supplemental Indenture.
SECTION 3.    Whenever in this Ninety-first 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 Ninety-first 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. 


SECTION 4.    Nothing in this Ninety-first 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 Ninety-first Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Ninety-first 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. 


SECTION 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 Ninety-first 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 Ninety-first 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. 


SECTION 6.    This Ninety-first 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.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





























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, 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/ 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/ Shannon K. Ryerson
Name: Shannon K. Ryerson
	 

















	
		
	 
	THE BANK OF NEW YORK MELLON
As Successor 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/ Jose Alcantara
Name: Jose Alcantara
	 















STATE OF LOUISIANA
                                                    } ss.:
PARISH OF ORLEANS
On this 8th day of March, 2019, 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 8th day of March, 2019, 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, LA 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 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 he signed his name thereto by like order.
	
		
	 
	 

	 
	/s/ Mark Grafton Otts
Mark Grafton Otts
State of Louisiana, Parish of Jefferson 
Notary Public Identification No. 4430
My commission expires at my death






    



















STATE OF NEW JERSEY
                                                            } ss.:
COUNTY OF PASSAIC
On this 1st day of March, 2019, 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 1st day of March, 2019, 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 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/ Rick J. Fierro        
Rick J. Fierro 
Notary Public 
State of New Jersey 
My Commission Expires Nov. 24, 2019







































EXHIBIT A




This Bond is not transferable except to a successor trustee under the Collateral Trust Mortgage (as defined below) between Entergy Louisiana, LLC and the Collateral Trust Trustee (as defined below).  This Bond is a Class A Bond (as defined in the Collateral Trust Mortgage) issued under the ELL Mortgage (as defined in the Collateral Trust Mortgage).
(TEMPORARY REGISTERED BOND)
ENTERGY LOUISIANA, LLC
First Mortgage Bond, 4.20% Series due April 1, 2050
                 
TR-    
$________
ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas (hereinafter called the “Company”), for value received, hereby promises to pay to THE BANK OF NEW YORK MELLON, as trustee under the Mortgage and Deed of Trust of the Company dated as of November 1, 2015 (as the same may be supplemented and amended from time to time, the “Collateral Trust Mortgage”), or its successor as trustee under the Collateral Trust Mortgage, on April 1, 2050, at the office or agency of the Company in the Borough of Manhattan, The City of New York,


in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from March 12, 2019, if the date of this bond is prior to October 1, 2019, or if the date of this bond is on or after October 1, 2019, from the April 1 or October 1 immediately preceding the date of this bond to which interest has been paid on the bonds of this series (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 4.20% per annum in like coin or currency at said office or agency on April 1 and October 1 of each year, commencing October 1, 2019 until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the rate of 6% per annum.  Interest hereon shall be paid to the Person in whose name this bond is registered.
Interest on the bonds of this series will be computed on the basis of a 360-day year of twelve 30-day months.  In any case where any Interest Payment Date, redemption date or the maturity date of any bond of this series shall not be a Business Day, then payment of interest or principal and premium, if any, need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date, redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or the maturity date, as the case may be, to such Business Day.  “Business Day” means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the Trustee is closed for business.
This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, 4.20% Series due April 1, 2050, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with 











the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by the Company’s Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Ninety-first Supplemental Indenture dated as of March 1, 2019, called the “Mortgage”), dated as of April 1, 1944, executed by the Company to The Bank of New York Mellon, successor trustee (the “Trustee”).  Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustee in respect thereof, the duties and immunities of the Trustee, the terms and conditions upon which the bonds are and are to be secured, the circumstances under which additional bonds may be issued and the rights of the Company to amend the Mortgage without any consent or other action by the holders of any series of bonds (including this series).  With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage. Each initial and future holder of the bonds of this series, by its acquisition of an interest in such bonds, irrevocably (a) consents to the amendments set forth in Sections 1 and 3 of Article II of the Eighty-first Supplemental Indenture without any other or further action by any holder of such bonds, and (b) designates the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise.  The bonds of this series shall be issued by the Company, registered in the name of and delivered to The Bank of New York Mellon, as trustee under the Collateral Trust Mortgage, or its successor as trustee under the Collateral Trust Mortgage (collectively, the “Collateral Trust Trustee”), to provide for the payment when due (whether at maturity, by acceleration or otherwise) of the principal and interest of the Securities (as defined in the Collateral Trust Mortgage) to be issued from time to time under the Collateral Trust Mortgage.
Any payment by the Company under the Collateral Trust Mortgage of the principal of or interest on the Securities which shall have been authenticated and delivered under the Collateral Trust Mortgage on the basis of the issuance and delivery to the Collateral Trust Trustee of bonds of this series (other than by application of the proceeds of a payment in respect of such bonds) shall, to the extent of such payment, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal of,  or interest on such bonds, as the case may be, which is then due. 
The Trustee may conclusively presume that the obligation of the Company to pay the principal of and interest on this bond as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the Collateral Trust Trustee signed by its President, a Vice President, an Assistant Vice President or a Trust Officer, stating that interest or principal due and payable on any Securities issued under the Collateral Trust Mortgage has not been fully paid and specifying the amount of funds required to make such payment. 
The holder of this bond hereby consents that the bonds of this series may be redeemable at the option of the Company or pursuant to the requirements of the Mortgage in whole at any time, or in part from time to time, prior to the maturity date, without notice provided in Section 52 of the Mortgage, at the principal amount of the bonds to be redeemed, in each case, together with accrued interest to the date fixed for redemption by the Company in a notice delivered to the Trustee and to the holder of the bonds to be redeemed on or before the date fixed for redemption.
The bonds of this series shall be redeemed, in whole at any time, or in part from time to time, prior to the maturity date, at a redemption price equal to the principal amount thereof, upon receipt by the Trustee of a written notice from the Collateral Trust Trustee (i) delivered to the Trustee and the Company, (ii) signed by its President, a Vice President, an Assistant Vice President or a Trust Officer, (iii) stating that an Event of Default has occurred and is continuing under the Collateral Trust Mortgage and that, as a result, there then is due and payable a specified amount with respect to the Securities Outstanding under the Collateral Trust Mortgage, for the payment of which the Collateral Trust Trustee has not received funds, and (iv) specifying the principal amount of the bonds of this series to be redeemed.  Delivery of such notice shall constitute a waiver by the Collateral Trust Trustee of notice of redemption under the Mortgage.











The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided.
This bond is not transferable except to any successor trustee under the Collateral Trust Mortgage, any such transfer to be made in the manner prescribed in the Mortgage, by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer whenever required by the Company duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage.  
The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustee shall be affected by any notice to the contrary.
In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof, for cancellation, at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.  
Upon any transfer or exchange of bonds of this series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of this series. 
In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery.
As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.
No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any  past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.
This bond shall not become obligatory until The Bank of New York Mellon, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.











IN WITNESS WHEREOF, ENTERGY LOUISIANA, LLC has caused this bond to be signed in its company name by its President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its company seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.
DATED: ____________                ENTERGY LOUISIANA, LLC
By:__________________________________________            
Vice President and Treasurer
Attest:


________________________________


Assistant Secretary
TRUSTEE’S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.
THE BANK OF NEW YORK MELLON
as Trustee
By:_________________________________________
Authorized Signatory




Dated: ______________