Exhibit








5 
Counterpart __ of 20




Exhibit 4.39


ENTERGY ARKANSAS, LLC


(successor to Entergy Arkansas, Inc.)


TO


DEUTSCHE BANK TRUST COMPANY AMERICAS


(successor to Guaranty Trust Company of New York)


AND 


(as to property, real or personal, situated or being in Missouri)


THE BANK OF NEW YORK MELLON TRUST COMPANY, 
NATIONAL ASSOCIATION


(successor to Marvin A. Mueller)


As Trustees under Entergy Arkansas, LLC’s Mortgage and Deed of Trust, 
Dated as of October 1, 1944


__________________________________


EIGHTY-SECOND SUPPLEMENTAL INDENTURE


Providing among other things for
First Mortgage Bonds, 4.20% Series due April 1, 2049 (Eighty-eighth Series)


Dated as of March 1, 2019











EIGHTY-SECOND SUPPLEMENTAL INDENTURE


INDENTURE, dated as of March 1, 2019, between ENTERGY ARKANSAS, LLC, a limited liability company of the State of Texas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the “Company”), as successor to Entergy Arkansas, Inc., a corporation of the State of Arkansas converted to a corporation of the State of Texas on November 19, 2018 (hereinafter sometimes called the “Original Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a New York banking corporation, whose post office address is 60 Wall Street, 16th Floor, New York, New York 10005 (hereinafter sometimes called the “Corporate Trustee”), and (as to property, real or personal, situated or being in Missouri) THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (successor to Marvin A. Mueller), whose mailing address is 10161 Centurion Parkway, Jacksonville, Florida 32256 (said The Bank of New York Mellon Trust Company, National Association being hereinafter sometimes called the “Missouri Co-Trustee” and the Corporate Trustee and the Missouri Co-Trustee being hereinafter together sometimes called the “Trustees”), as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1944 (hereinafter sometimes called the “Mortgage”), which Mortgage was executed and delivered by the Original 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 appropriately filed or recorded in various official records in the States of Arkansas, Louisiana, Missouri, Tennessee and Wyoming; and


WHEREAS, an instrument, dated as of July 7, 1949, was executed by the Original Company appointing Herbert E. Twyeffort as Co-Trustee in succession to Henry A. Theis (resigned) under the Mortgage, and by Herbert E. Twyeffort accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Louisiana, Missouri, Tennessee and Wyoming; and


WHEREAS, an instrument, dated as of March 1, 1960, was executed by the Original Company appointing Grainger S. Greene as Co-Trustee in succession to Herbert E. Twyeffort (resigned) under the Mortgage, and by Grainger S. Greene accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Louisiana, Missouri, Tennessee and Wyoming; and


WHEREAS, by the Twenty-first Supplemental Indenture mentioned below, the Original Company, among other things, appointed John W. Flaherty as Co-Trustee in succession to Grainger S. Greene (resigned) under the Mortgage, and John W. Flaherty accepted said appointment; and


WHEREAS, by the Thirty-third Supplemental Indenture mentioned below, the Original Company, among other things, appointed Marvin A. Mueller as Missouri Co-Trustee under the Mortgage, and Marvin A. Mueller accepted said appointment; and


WHEREAS, by the Thirty-fifth Supplemental Indenture mentioned below, the Original Company, among other things, appointed The Boatmen’s National Bank of St. Louis as Missouri Co-Trustee in succession to Marvin A. Mueller (resigned) under the Mortgage, and The Boatmen’s National Bank of St. Louis accepted said appointment; and


WHEREAS, an instrument, dated as of September 1, 1994, was executed by the Original Company appointing Bankers Trust Company as Trustee, and Stanley Burg as Co-Trustee, in succession to Morgan Guaranty Trust Company of New York (resigned) and John W. Flaherty (resigned), respectively, under the Mortgage and Bankers Trust Company and Stanley Burg accepted said appointments, and said instrument was appropriately 











filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and


WHEREAS, by the Fifty-fifth Supplemental Indenture mentioned below, the Original Company, among other things, appointed Peter D. Van Cleve as Missouri Co-Trustee in succession to The Boatmen’s National Bank of St. Louis (resigned) under the Mortgage, and Peter D. Van Cleve accepted said appointment; and


WHEREAS, by an instrument, dated as of May 31, 2000, the Original Company appointed BNY Trust Company of Missouri as Missouri Co-Trustee in succession to Peter D. Van Cleve (resigned) under the Mortgage, and BNY Trust Company of Missouri accepted said appointment, and said instrument was appropriately filed or recorded in various official records in the State of Missouri; and


WHEREAS, by an instrument, dated as of April 15, 2002, filed with the Banking Department of the State of New York, Bankers Trust Company, Trustee, effected a corporate name change pursuant to which, effective such date, it is known as Deutsche Bank Trust Company Americas; and


WHEREAS, by an instrument dated November 1, 2004, filed with the Office of the Comptroller of the Currency in Colorado, BNY Trust Company of Missouri merged into BNY Missouri Interim Trust Company, National Association, and by an instrument dated November 1, 2004, filed with the Office of the Comptroller of the Currency in Colorado, BNY Missouri Interim Trust Company, National Association, merged into The Bank of New York Trust Company, National Association; and


WHEREAS, by the Sixty-third Supplemental Indenture mentioned below, the Original Company, the Corporate Trustee, Stanley Burg as Co-Trustee, and The Bank of New York Trust Company, National Association, as Missouri Co-Trustee, appointed Jeffrey Schroeder to serve as Missouri Co-Trustee under the Mortgage, and Jeffrey Schroeder accepted such appointment; and


WHEREAS, by an instrument effective as of February 28, 2005, Jeffrey Schroeder resigned as a Missouri Co-Trustee; and


WHEREAS, effective July 1, 2008, The Bank of New York Trust Company, National Association changed its name to The Bank of New York Mellon Trust Company, National Association; and


WHEREAS, by the Sixty‐ninth Supplemental Indenture mentioned below, effective as of October 1, 2010, Stanley Burg resigned as Co‐Trustee; and


WHEREAS, by the Mortgage the Original 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 Original Company executed and delivered to the Trustees the following supplemental indentures:


Designation    Dated as of


First Supplemental Indenture    July 1, 1947
Second Supplemental Indenture     August 1, 1948
Third Supplemental Indenture    October 1, 1949
Fourth Supplemental Indenture    June 1, 1950 
Fifth Supplemental Indenture    October 1, 1951     











Sixth Supplemental Indenture     September 1, 1952 
Seventh Supplemental Indenture     June 1, 1953 
Eighth Supplemental Indenture    August 1, 1954 
Ninth Supplemental Indenture    April 1, 1955 
Tenth Supplemental Indenture     December 1, 1959
Eleventh Supplemental Indenture     May 1, 1961 
Twelfth Supplemental Indenture     February 1, 1963 
Thirteenth Supplemental Indenture    April 1, 1965 
Fourteenth Supplemental Indenture     March 1, 1966 
Fifteenth Supplemental Indenture     March 1, 1967 
Sixteenth Supplemental Indenture     April 1, 1968
Seventeenth Supplemental Indenture     June 1, 1968 
Eighteenth Supplemental Indenture    December 1, 1969
Nineteenth Supplemental Indenture     August 1, 1970
Twentieth Supplemental Indenture     March 1, 1971 
Twenty-first Supplemental Indenture     August 1, 1971 
Twenty-second Supplemental Indenture     April 1, 1972
Twenty-third Supplemental Indenture     December 1, 1972
Twenty-fourth Supplemental Indenture    June 1, 1973
Twenty-fifth Supplemental Indenture     December 1, 1973 
Twenty-sixth Supplemental Indenture     June 1, 1974 
Twenty-seventh Supplemental Indenture     November 1, 1974 
Twenty-eighth Supplemental Indenture     July 1, 1975 
Twenty-ninth Supplemental Indenture     December 1, 1977 
Thirtieth Supplemental Indenture     July 1, 1978 
Thirty-first Supplemental Indenture     February 1, 1979 
Thirty-second Supplemental Indenture     December 1, 1980 
Thirty-third Supplemental Indenture     January 1, 1981 
Thirty-fourth Supplemental Indenture     August 1, 1981 
Thirty-fifth Supplemental Indenture     February 1, 1982 
Thirty-sixth Supplemental Indenture     December 1, 1982 
Thirty-seventh Supplemental Indenture     February 1, 1983 
Thirty-eighth Supplemental Indenture     December 1, 1984 
Thirty-ninth Supplemental Indenture     December 1, 1985 
Fortieth Supplemental Indenture     July 1, 1986
Forty-first Supplemental Indenture     July 1, 1989 
Forty-second Supplemental Indenture     February 1, 1990 
Forty-third Supplemental Indenture     October 1, 1990 
Forty-fourth Supplemental Indenture     November 1, 1990 
Forty-fifth Supplemental Indenture     January 1, 1991 
Forty-sixth Supplemental Indenture     August 1, 1992 
Forty-seventh Supplemental Indenture     November 1, 1992 
Forty-eighth Supplemental Indenture     June 15, 1993 
Forty-ninth Supplemental Indenture     August 1, 1993 
Fiftieth Supplemental Indenture     October 1, 1993 
Fifty-first Supplemental Indenture    October 1, 1993
Fifty-second Supplemental Indenture     June 15, 1994 
Fifty-third Supplemental Indenture     March 1, 1996 
Fifty-fourth Supplemental Indenture    March 1, 1997 











Fifty-fifth Supplemental Indenture     March 1, 2000 
Fifty-sixth Supplemental Indenture     July 1, 2001 
Fifty-seventh Supplemental Indenture     March 1, 2002
Fifty-eighth Supplemental Indenture     November 1, 2002
Fifty-ninth Supplemental Indenture     May 1, 2003
Sixtieth Supplemental Indenture     June 1, 2003
Sixty-first Supplemental Indenture     June 15, 2003
Sixty-second Supplemental Indenture     October 1, 2004 
Sixty-third Supplemental Indenture     January 1, 2005 
Sixty-fourth Supplemental Indenture     March 1, 2005 
Sixty-fifth Supplemental Indenture     May 1, 2005
Sixty-sixth Supplemental Indenture     June 1, 2006
Sixty-seventh Supplemental Indenture     July 1, 2008 
Sixty-eighth Supplemental Indenture    November 1, 2008
Sixty-ninth Supplemental Indenture    October 1, 2010    
Seventieth Supplemental Indenture    November 1, 2010
Seventy-first Supplemental Indenture     December 1, 2012
Seventy-second Supplemental Indenture     January 1, 2013 
Seventy-third Supplemental Indenture     May 1, 2013 
Seventy-fourth Supplemental Indenture     June 1, 2013 
Seventy-fifth Supplemental Indenture     July 15, 2013
Seventy-sixth Supplemental Indenture     March 1, 2014
Seventy-seventh Supplemental Indenture     December 1, 2014 
Seventy-eighth Supplemental Indenture     January 1, 2016
Seventy-ninth Supplemental Indenture     August 1, 2016 
Eightieth Supplemental Indenture     May 1, 2018


which supplemental indentures were appropriately filed or recorded in various official records in the States of Arkansas, Louisiana, Missouri, Tennessee and Wyoming, as applicable; and


WHEREAS, in addition to the property described in the Mortgage, as heretofore supplemented, the Original Company has acquired certain other property, rights and interests in property; and


WHEREAS, the Original Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of First Mortgage Bonds:




	
			
	Series
	Principal
Amount
Issued
	Principal
Amount
Outstanding

	3 1/8% Series due 1974
	$30,000,000
	None

	2 7/8% Series due 1977
	11,000,000
	None

	3 1/8% Series due 1978
	7,500,000
	None

	2 7/8% Series due 1979
	8,700,000
	None

	2 7/8% Series due 1980
	6,000,000
	None

	3 5/8% Series due 1981
	8,000,000
	None

	3 1/2% Series due 1982
	15,000,000
	None

	4 1/4% Series due 1983
	18,000,000
	None

	3 1/4% Series due 1984
	7,500,000
	None















	
			
	3 3/8% Series due 1985
	18,000,000
	None

	5 5/8% Series due 1989
	15,000,000
	None

	4 7/8% Series due 1991
	12,000,000
	None

	4 3/8% Series due 1993
	15,000,000
	None

	4 5/8% Series due 1995
	25,000,000
	None

	5 3/4% Series due 1996
	25,000,000
	None

	5 7/8% Series due 1997
	30,000,000
	None

	7 3/8% Series due 1998
	15,000,000
	None

	9 1/4% Series due 1999
	25,000,000
	None

	9 5/8% Series due 2000
	25,000,000
	None

	7 5/8% Series due 2001
	30,000,000
	None

	8% Series due August 1, 2001
	30,000,000
	None

	7 3/4% Series due 2002
	35,000,000
	None

	7 1/2% Series due December 1, 2002
	15,000,000
	None

	8% Series due 2003
	40,000,000
	None

	8 1/8% Series due December 1, 2003
	40,000,000
	None

	10 1/2% Series due 2004
	40,000,000
	None

	9 1/4% Series due November 1, 1981
	60,000,000
	None

	10 1/8% Series due July 1, 2005
	40,000,000
	None

	9 1/8% Series due December 1, 2007
	75,000,000
	None

	9 7/8% Series due July 1, 2008
	75,000,000
	None

	10 1/4% Series due February 1, 2009
	60,000,000
	None

	16 1/8% Series due December 1, 1986
	70,000,000
	None

	4 1/2% Series due September 1, 1983
	1,202,000
	None

	5 1/2% Series due January 1, 1988
	598,310
	None

	5 5/8% Series due May 1, 1990
	1,400,000
	None

	6 1/4% Series due December 1, 1996
	3,560,000
	None

	9 3/4% Series due September 1, 2000
	4,600,000
	None

	8 3/4% Series due March 1, 1998
	9,800,000
	None

	17 3/8% Series due August 1, 1988
	75,000,000
	None

	16 1/2% Series due February 1, 1991
	80,000,000
	None

	13 3/8% Series due December 1, 2012
	75,000,000
	None

	13 1/4% Series due February 1, 2013
	25,000,000
	None

	14 1/8% Series due December 1, 2014
	100,000,000
	None

	Pollution Control Series A
	128,800,000
	None

	10 1/4% Series due July 1, 2016
	50,000,000
	None

	9 3/4% Series due July 1, 2019
	75,000,000
	None

	10% Series due February 1, 2020
	150,000,000
	None

	10 3/8% Series due October 1, 2020
	175,000,000
	None

	Solid Waste Disposal Series A
	21,066,667
	None

	Solid Waste Disposal Series B
	28,440,000
	None

	7 1/2% Series due August 1, 2007
	100,000,000
	None

	7.90% Series due November 1, 2002
	25,000,000
	None

	8.70% Series due November 1, 2022
	25,000,000
	None

	Pollution Control Series B
	46,875,000
	None

	6.65% Series due August 1, 2005
	115,000,000
	None

	6% Series due October 1, 2003
	155,000,000
	None

	7% Series due October 1, 2023
	175,000,000
	None

	Pollution Control Series C
	20,319,000
	None

	Pollution Control Series D
	9,586,400
	None















	
			
	8 3/4% Series due March 1, 2026
	85,000,000
	None

	7% Series due March 1, 2002
	85,000,000
	None

	7.72% Series due March 1, 2003
	100,000,000
	None

	6 1/8% Series due July 1, 2005
	100,000,000
	None

	6.70% Series due April 1, 2032
	100,000,000
	None

	6.00% Series due November 1, 2032
	100,000,000
	None

	5.40% Series due May 1, 2018
	150,000,000
	None

	5.90% Series due June 1, 2033
	100,000,000
	None

	5% Series due July 1, 2018
	115,000,000
	None

	6.38% Series due November 1, 2034
	60,000,000
	None

	5.66% Series due February 1, 2025
	175,000,000
	None

	5% Pollution Control Series E
	45,000,000
	None

	4.5% Series due June 1, 2010
	100,000,000
	None

	Pollution Control Series F
	56,378,000
	None

	5.40% Series due August 1, 2013
	300,000,000
	None

	5.75% Series due November 1, 2040
	225,000,000
	None

	3.75% Series due February 15, 2021
	350,000,000
	350,000,000

	4.90% Series due December 1, 2052
	200,000,000
	200,000,000

	Pollution Control Series G
	55,266,000
	None

	Pollution Control Series H
	45,713,000
	45,713,000

	3.05% Series due June 1, 2023
	250,000,000
	250,000,000

	4.75% Series due June 1, 2063
	125,000,000
	125,000,000

	2013 Credit Agreement Collateral Series due January 26, 2015
	255,000,000
	None

	3.70% Series due June 1, 2024
	375,000,000
	375,000,000

	4.95% Series due December 15, 2044
	250,000,000
	250,000,000

	3.5% Series due April 1, 2026
	600,000,000
	600,000,000

	4.875% Series due September 1, 2066
	410,000,000
	410,000,000

	4.00% Series due June 1, 2028
	250,000,000
	250,000,000






which bonds are also hereinafter sometimes called bonds of the First through Eighty-seventh Series, respectively; and


WHEREAS, effective as of November 19, 2018, the Original Company changed its state of incorporation from Arkansas to Texas and converted to a Texas corporation; and


WHEREAS, effective as of 11:58 pm Central Time, November 30, 2018, the Original Company allocated, subject to the Lien of the Mortgage, all or substantially all the Mortgaged and Pledged Property as an entirety to the Company (the “2018 Transfer”) pursuant to a Plan of Merger between the Original Company and the Company (the “2018 Transfer Documents”), pursuant to which, among other things, the Company succeeded to the ownership of all of the Original Company’s right, title and interest in and to the Mortgaged and Pledged Property as constituted immediately prior to the time that the 2018 Transfer became effective, and succeeded to all of the Original Company’s duties and obligations under the Mortgage and the bonds outstanding thereunder; and 
WHEREAS, the Company executed and delivered to the Corporate Trustee the Eighty-first Supplemental Indenture, dated as of November 30, 2018 (“Eighty-first Supplemental Indenture”) in which the Company assumed and agreed 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 any 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 











Original Company, which Eighty-first Supplemental Indenture has been duly recorded in various official records in the States of Arkansas, Louisiana, Missouri and Tennessee and with the Secretary of State of Texas; and 
WHEREAS, effective as of December 1, 2018, the name of the Company was changed from Entergy Arkansas Power, LLC to Entergy Arkansas, LLC; and
WHEREAS, the Company is lawfully entitled to assume or operate the Mortgaged and Pledged Property; and
WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and


WHEREAS, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or the Company may cure any ambiguity contained therein or in any supplemental indenture, or may establish the terms and provisions of any series of bonds other than said First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the lien of the Mortgage shall be situated; and


WHEREAS, the Company now desires to create a new series of bonds, hereinafter referred to as bonds of the Eighty-eighth Series, unless the context otherwise requires, and (pursuant to the provisions of Section 120 of the Mortgage) to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented; and


WHEREAS, the execution and delivery by the Company of this Eighty-second Supplemental Indenture, and the terms of the bonds of the Eighty-eighth Series, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors.


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


That the Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto The Bank of New York Mellon Trust Company, National 











Association (as to property, real or personal, situated or being in Missouri) and (to the extent of its legal capacity to hold the same for the purposes hereof) to Deutsche Bank Trust Company Americas, as Trustees under the Mortgage, and to their successor or successors in said trust, and to them and their successors and assigns forever, (a) all of the Mortgaged and Pledged Property acquired by the Company from the Original Company pursuant to the 2018 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, (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, and (d) all property, real, personal or mixed, of any kind or nature (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), subject to the provisions of Section 87 of the Mortgage, acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the effective time of the 2018 Transfer and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in this Eighty-second Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all street and interurban railway and transportation lines and systems, terminal systems and facilities; all bridges, culverts, tracks, railways, sidings, spurs, wyes, roadbeds, trestles and viaducts; all overground and underground trolleys and feeder wires; all telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof, all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supplemented, expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described.


TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof and all the estate, 











right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.


IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage and as fully embraced within the lien hereof and the lien of the Mortgage, as heretofore supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and conveyed hereby or thereby.


PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of this Eighty-second Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business or for the purpose of repairing or replacing (in whole or in part) any street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles or other vehicles or aircraft, and fuel, oil and similar materials and supplies consumable in the operation of any properties of the Company; street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage, as heretofore supplemented, or covenanted so to be; the Company’s contractual rights or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) the Company’s franchise to be a corporation; (7) the properties heretofore sold or in the process of being sold by the Company and heretofore released from the Mortgage and Deed of Trust dated as of October 1, 1926 from Arkansas Power & Light Company to Guaranty Trust Company of New York, trustee, and specifically described in a release instrument executed by Guaranty Trust Company of New York, as trustee, dated October 13, 1938, which release has heretofore been delivered by the said trustee to the Company and recorded by the Company in the office of the Recorder for Garland County, Arkansas, in Record Book 227, Page 1, all of said properties being located in Garland County, Arkansas; and (8) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage, as heretofore supplemented, and this Eighty-second Supplemental Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that any or all of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.


TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto The Bank of New York Mellon Trust Company, National Association (as to property, real or personal, situated or being in Missouri), and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees, and their successors and assigns forever.













IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as heretofore supplemented, this Eighty-second Supplemental Indenture being supplemental to the Mortgage.


AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as heretofore supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors in the trust in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustees, by the Mortgage as a part of the property therein stated to be conveyed.


The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows:


I.


EIGHTY-EIGHTH SERIES OF BONDS


SECTION 1.     There shall be a series of bonds designated “4.20% Series due April 1, 2049” (herein sometimes called the “Eighty-eighth Series”), each of which shall also bear the descriptive title “First Mortgage Bond”, and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Eighty-eighth Series (which shall be initially issued in the aggregate principal amount of $350,000,000) shall mature on April 1, 2049, shall be issued as fully registered bonds in the denomination of One thousand Dollars and, at the option of the Company, in any multiple or multiples of One thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof), 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 19, 2019 to October 1, 2019 with subsequent interest payments payable semi-annually in arrears on April 1 and October 1 of each year (each an “Interest Payment Date”), shall be dated as in Section 10 of the Mortgage provided, and the principal of and interest on each said bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.


Interest on the bonds of the Eighty-eighth Series will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date, redemption date or maturity of any bond of the Eighty-eighth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or maturity, as the case may be, to such Business Day. “Business Day” means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the Corporate Trustee is closed for business.


So long as all of the bonds of the Eighty-eighth Series are held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest on the bonds of the Eighty-eighth Series shall be the Business Day immediately preceding the corresponding Interest Payment Date; 











provided, however, that the record date for the payment of interest which is paid after such Interest Payment Date, shall be the Business Day immediately preceding the date on which such interest is paid. Interest on the bonds of the Eighty-eighth Series shall be paid to the Person in whose name such bonds of the Eighty-eighth Series are registered at the close of business on the record date for the corresponding Interest Payment Date.


(I)     Form of Bonds of the Eighty-eighth Series.


The Bonds of the Eighty-eighth Series, and the Corporate Trustee’s authentication certificate to be executed on the Bonds of the Eighty-eighth Series, shall be in substantially the following forms, respectively:


[FORM OF FACE OF BOND OF THE Eighty-eighth SERIES] 


[depository legend]


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


(TEMPORARY REGISTERED BOND)


No.TR-                                  
CUSIP 29366M AA6
$




ENTERGY ARKANSAS, LLC
FIRST MORTGAGE BOND, 4.20% SERIES
DUE APRIL 1, 2049


ENTERGY ARKANSAS, LLC, a limited liability company of the State of Texas (hereinafter called the Company), for value received, hereby promises to pay to                 or registered assigns, on April 1, 2049 at the office or agency of the Company in the Borough of Manhattan, The City of New York,


                                              DOLLARS


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 19, 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 the October 1 next 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 the applicable law) on any overdue installment of interest at the rate of 6% per annum. So long as this bond is held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest hereon shall be the Business Day (as defined in the Eighty-











second Supplemental Indenture referred to below) immediately preceding the date on which interest is due; provided, however, that the record date for the payment of interest which is paid after the date on which such interest is due, shall be the Business Day immediately preceding the date on which such interest is paid. Interest hereon shall be paid to the Person in whose name this bond is registered at the close of business on the record date for the payment of such interest. If any interest payment date for this bond falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If the maturity date or any redemption date of this bond falls on a day that is not a Business Day, the payment of principal and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.


This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series known as its First Mortgage Bonds, 4.20% Series due April 1, 2049, 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 a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Eighty-second Supplemental Indenture dated as of March 1, 2019, called the Mortgage), dated as of October 1, 1944, executed by the Company to Guaranty Trust Company of New York (Deutsche Bank Trust Company Americas, successor) (herein sometimes called the “Corporate Trustee”) and, as to property, real or personal, situated or being in Missouri, Marvin A. Mueller (The Bank of New York Mellon Trust Company, National Association, successor), as Trustees. 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 Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. 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.


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.


In the manner prescribed in the Mortgage, this bond is transferable 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 duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered temporary or definitive 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 Trustees 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 Trustees 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.













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.


The bonds of this series are subject to redemption as provided in the Eighty-second Supplemental Indenture.


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.


Each initial and future holder of this bond, by its acquisition of an interest in this bond, irrevocably (a) consents to the amendments set forth in Article II of the Eightieth Supplemental Indenture without any other or further action by any holder of such bonds, and (b) designates the Corporate Trustee, and its successors, as its proxy with irrevocable instructions to vote and to 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.


This bond shall be construed in accordance with and governed by the laws of the State of New York.


This bond shall not become obligatory until the Corporate Trustee or its successor under the Mortgage shall have signed the form of authentication certificate endorsed hereon.


IN WITNESS WHEREOF, ENTERGY ARKANSAS, LLC has caused this bond to be signed in its company name by its President or one of its Vice Presidents by his/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/her signature or a facsimile thereof, on _____, 20_.


ENTERGY ARKANSAS, LLC
 
By:     _________________________


Attest:    _____________________________















CORPORATE 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.


DEUTSCHE BANK TRUST COMPANY AMERICAS, 
as Corporate Trustee


By:    ____________________
Authorized Officer


(II)    The bonds of the Eighty-eighth Series shall be redeemable at the option of the Company, in whole or in part, upon notice, mailed not less than 30 days nor more than 60 days prior to the date fixed for redemption, at any time prior to October 1, 2048, at a redemption price equal to the greater of (i) 100% of the principal amount of the bonds of the Eighty-eighth Series being redeemed and (ii) as determined by the Independent Investment Banker, the sum of (x) the present value of the payment on October 1, 2048 of the principal amount of the bonds of the Eighty-eighth Series being redeemed plus (y) the sum of the present values of the remaining scheduled payments of interest on the bonds of the Eighty-eighth Series being redeemed to October 1, 2048 (excluding the portion of any such interest accrued to the redemption date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 20 basis points plus accrued and unpaid interest thereon to, but not including, the redemption date.


As used herein, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:


The term “Adjusted Treasury Rate” shall mean, with respect to any redemption date:


(1)    the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining term of the bonds of the Eighty-eighth Series being redeemed (assuming, for this purpose, that such bonds of the Eighty-eighth Series mature on October 1, 2048), yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or


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


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


The term “Comparable Treasury Issue” shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the bonds of the Eighty-eighth Series being redeemed (assuming, for this purpose, that such bonds of the Eighty-eighth 











Series mature on October 1, 2048) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the bonds of the Eighty-eighth Series being redeemed (assuming, for this purpose, that such bonds of the Eighty-eighth Series mature on October 1, 2048).


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


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


The term “Reference Treasury Dealer” shall mean any of (i) Barclays Capital Inc. and J.P. Morgan Securities LLC and a Primary Treasury Dealer (as defined below) selected by each of Stephens Inc. and U.S. Bancorp Investments, Inc., or, in each case, an affiliate thereof, and their respective successors; provided, however, that if any of the foregoing shall cease to be a Primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.


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


The bonds of the Eighty-eighth Series shall also be redeemable at the option of the Company, in whole or in part, on not less than 30 days’ nor more than 60 days’ notice prior to the date fixed for redemption, at any time on or after October 1, 2048, at a redemption price equal to the principal amount of the bonds of the Eighty-eighth Series being redeemed plus accrued and unpaid interest thereon to, but not including, such redemption date.


If, at the time notice of redemption is given, the redemption monies are not held by the Corporate Trustee, the redemption may be made subject to the receipt of such monies before the date fixed for redemption, and such notice shall be of no effect unless such monies are so received.


(III)     At the option of the registered owner, any bonds of the Eighty-eighth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.


Bonds of the Eighty-eighth Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York.













Upon any exchange or transfer of bonds of the Eighty-eighth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.


Upon the delivery of this Eighty-second 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 Eighty-eighth Series for the aggregate principal amount of $350,000,000. Additional bonds of the Eighty-eighth Series, without limitation as to amount, having substantially the same terms as the Outstanding bonds of the Eighty-eighth Series (except for the issue date, price to public and, if applicable, the initial interest payment date) may be issued by the Company without the notice to or the consent of the existing holders of the bonds of the Eighty-eighth Series.




II
CONSENT TO AMENDMENTS OF THE MORTGAGE


SECTION 1.     Each initial and future holder of bonds of the Eighty-eighth Series, by its acquisition of an interest in such Bonds, irrevocably (a) consents to the amendments set forth in Sections 1, 2, 3, 4 and 5 of Article II of the Eightieth Supplemental Indenture without any other or further action by any holder of such bonds, and (b) designates the Corporate 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.


III


MISCELLANEOUS PROVISIONS


SECTION 1.     The holders of the bonds of the Eighty-eighth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the bonds of the Eighty-eighth Series entitled to consent to any amendment or supplement to the Mortgage or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.


SECTION 2.     The term “Trust Indenture Act” means, as of any time, the Trust Indenture Act of 1939, as amended, as in effect at such time.


SECTION 3.    Subject to the amendments provided for in this Eighty-second Supplemental Indenture, the terms defined in the Mortgage and the First through Eighty-second Supplemental Indentures shall, for all purposes of this Eighty-second Supplemental Indenture, have the meanings specified in the Mortgage and the First through Eighty-second Supplemental Indentures.


SECTION 4.     The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage and in the First through Eighty-second Supplemental Indentures set forth and upon the following terms and conditions:













The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this 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.


SECTION 5.     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 the covenants and agreements in this Eighty-second Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or any of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.


SECTION 6.     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 or 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 of the coupons Outstanding under the Mortgage.


SECTION 7.     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.


SECTION 8.     This Eighty-second Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.




    











IN WITNESS WHEREOF, ENTERGY ARKANSAS, 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 DEUTSCHE BANK TRUST COMPANY AMERICAS has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by, one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Associates for and in its behalf, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Senior Associates or Associates, and its corporate seal to be attested by one of its Vice Presidents or one of its Senior Associates or one of its Associates for and in its behalf, as of the day and year first above written.


ENTERGY ARKANSAS, 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 ARKANSAS, LLC
in the presence of:


/s/ Katie Markey
Katie Markey


/s/ Tom Littlejohn
Thomas E. Littlejohn















DEUTSCHE BANK TRUST COMPANY AMERICAS,
As Corporate Trustee


By: /s/ James Briggs 
James Briggs
Vice President


By: /s/ Kathryn Fischer 
Kathryn Fischer
Vice President




Attest:


/s/ Julia Engel
Julia Engel
Vice President


Executed, sealed and delivered by
DEUTSCHE BANK TRUST COMPANY AMERICAS
in the presence of:


/s/ Luke Russell
Luke Russell




/s/ Michael Russell
Michael Russell 











THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION,
As Co-Trustee as to property, real or personal, situated or being in Missouri




By: /s/ Valere Boyd 
Valere Boyd
Vice President


Attest:


By: /s/ Karen Yu 
Karen Yu
Vice President


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


/s/ Mark Golder 
Mark Golder


/s/ Fanny Chen 
Fanny Chen













STATE OF LOUISIANA    )
) SS.: 
PARISH OF ORLEANS     )


On the 13th day of March, 2019, before me, Mark Grafton Otts, a Notary Public duly commissioned, qualified and acting within and for said Parish and State, appeared in person the within named Steven C. McNeal and Dawn A. Balash, to me personally well known, who stated that they were the Vice President and Treasurer and Assistant Secretary, respectively, of ENTERGY ARKANSAS, LLC, a limited liability company, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said limited liability company, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.


On the 13th 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 is the Vice President and Treasurer of ENTERGY ARKANSAS, LLC, one of the companies described in and which executed the above instrument; that he knows the seal of said company; that the seal affixed to said instrument is such company seal; that it was so affixed by order of the Board of Directors of said company, and that he signed his name thereto by like order.


On the 14th day of March, 2019, before me appeared Dawn A. Balash, to me personally known, who, being by me duly sworn, did say that she is the Assistant Secretary of ENTERGY ARKANSAS, LLC, and that the seal affixed to the foregoing instrument is the company seal of said company, and that said instrument was signed and sealed on behalf of said company by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said company.


IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and year last above written.


/s/ Mark Grafton Otts
Mark Grafton Otts
Notary Public No. 4430
Parish of Orleans, State of Louisiana 
My Commission is issued for life.















STATE OF NEW YORK     )
) SS.: 
COUNTY OF NEW YORK     )


On this 13th day of March, 2019, before me, Peter F. Bono, a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared James Briggs, Kathryn Fischer, and Julia Engel, to me personally well known, who stated that they were each a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.


On this 13th day of March, 2019, before me personally came James Briggs and Kathryn Fischer, to me known, who, being by me duly sworn, did depose and say that they are each a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, one of the corporations described in and which executed the above instrument; that they know the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that they signed their names thereto by like authority.


On this 13th day of March, 2019, before me appeared Julia Engel, to me personally known, who, being by me duly sworn, did say that she is a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said corporation.


IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said County and State the day and year last above written.


/s/ Peter F. Bono
Peter F. Bono
Notary Public, State of New York
Registration No. 01B06372994
Commission Expires 04-02-2022













ACKNOWLEDGMENT


A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


State of California
County of     Los Angeles)


On        March 14, 2019____  before me,            Marvin G. Cuenca, Notary Public_____
(insert name and title of the officer)


personally appeared   Valere Boyd and Karen Yu_______________________________,
who proved to me on the basis of satisfactory evidence to be the person(s) who name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


WITNESS my hand and official seal.
Marvin G. Cuenca
Notary Public - California
Los Angeles County
Commission # 2185097
My Comm. Expires Mar 27, 2021
    
Signature /s/ Marvin G. Cuenca            (Seal)