a02213408.htm






  





  


 





  



Counterpart     of 70










Exhibit 4.08


ENTERGY LOUISIANA, LLC


(successor to Entergy Louisiana, Inc.)







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


 


 


 


________________


 


 


 


Seventy-seventh Supplemental Indenture


 


 


Providing among other things for


 


 


First Mortgage Bonds, 4.70% Series due June 1, 2063


 


 


(Eighty-first Series)


 


 







 


Dated as of May 1, 2013


 






  





  











  













 


SEVENTY-SEVENTH SUPPLEMENTAL INDENTURE


 


Indenture, dated as of May 1, 2013, between ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas (hereinafter sometimes called the “Company”), successor to ENTERGY LOUISIANA, INC., a corporation of the State of Louisiana converted to a corporation of the State of Texas on December 31, 2005 (hereinafter sometimes called the “Louisiana Company”), which was the successor by merger to LOUISIANA POWER & LIGHT COMPANY, a corporation of the State of Florida (hereinafter sometimes called the “Florida Company”), whose post office address is 446 North Boulevard, Baton Rouge, Louisiana 70802, and THE BANK OF NEW YORK MELLON, a New York banking corporation (successor to THE CHASE NATIONAL BANK OF THE CITY OF NEW YORK) whose principal office is located at 101 Barclay Street, New York, New York 10286 (hereinafter sometimes called “Trustee”), as Trustee under the Mortgage and Deed of Trust, dated as of April 1, 1944 (hereinafter called the “Mortgage”), which Mortgage was executed and delivered by the Florida Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this Indenture (hereinafter called the “Seventy-seventh 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 Seventy-seventh Supplemental Indenture is to be recorded; and


 


WHEREAS, by the Mortgage, the Florida Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and


 


WHEREAS, the Florida Company executed and delivered the following supplemental indentures:


 



	
Designation

	
Dated as of


	
First Supplemental Indenture

	
March 1, 1948


	
Second Supplemental Indenture

	
November 1, 1950


	
Third Supplemental Indenture

	
September 1, 1953


	
Fourth Supplemental Indenture

	
October 1, 1954


	
Fifth Supplemental Indenture

	
January 1, 1957


	
Sixth Supplemental Indenture

	
April 1, 1960


	
Seventh Supplemental Indenture

	
June 1, 1964


	
Eighth Supplemental Indenture

	
March 1, 1966


	
Ninth Supplemental Indenture

	
February 1, 1967


	
Tenth Supplemental Indenture

	
September 1, 1967


	
Eleventh Supplemental Indenture

	
March 1, 1968


	
Twelfth Supplemental Indenture

	
June 1, 1969


	
Thirteenth Supplemental Indenture

	
December 1, 1969


	
Fourteenth Supplemental Indenture

	
November 1, 1970


	
Fifteenth Supplemental Indenture

	
April 1, 1971


	
Sixteenth Supplemental Indenture

	
January 1, 1972


	
Seventeenth Supplemental Indenture

	
November 1, 1972


	
Eighteenth Supplemental Indenture

	
June 1, 1973


	
Nineteenth Supplemental Indenture

	
March 1, 1974


	
Twentieth Supplemental Indenture

	
November 1, 1974


	  	  





which supplemental indentures were recorded in various Parishes in the State of Louisiana; and


 


WHEREAS, the Florida Company was merged into the Louisiana Company on February 28, 1975, and the Louisiana Company thereupon executed and delivered a Twenty-first Supplemental Indenture, dated as of March 1, 1975, pursuant to which the Louisiana Company, among other things, assumed and agreed duly and punctually to pay the principal of and interest on the bonds at the time issued and outstanding under the Mortgage, as then supplemented, in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage as so supplemented, and duly and punctually to observe, perform and fulfill all of the covenants and conditions of the Mortgage, as so supplemented, to be kept or performed by the Florida Company, and said Twenty-first Supplemental Indenture was recorded in various Parishes in the State of Louisiana; and


 


WHEREAS, the Louisiana Company has succeeded to and has been substituted for the Florida Company under the Mortgage with the same effect as if it had been named as mortgagor corporation therein; and


 


WHEREAS, the Louisiana Company executed and delivered the following supplemental indentures:


 



	
Designation

	
Dated as of


	
Twenty-second Supplemental Indenture

	
September 1, 1975


	
Twenty-third Supplemental Indenture

	
December 1, 1976


	
Twenty-fourth Supplemental Indenture

	
January 1, 1978


	
Twenty-fifth Supplemental Indenture

	
July 1, 1978


	
Twenty-sixth Supplemental Indenture

	
May 1, 1979


	
Twenty-seventh Supplemental Indenture

	
November 1, 1979


	
Twenty-eighth Supplemental Indenture

	
December 1, 1980


	
Twenty-ninth Supplemental Indenture

	
April 1, 1981


	
Thirtieth Supplemental Indenture

	
December 1, 1981


	
Thirty-first Supplemental Indenture

	
March 1, 1983


	
Thirty-second Supplemental Indenture

	
September 1, 1983


	
Thirty-third Supplemental Indenture

	
August 1, 1984


	
Thirty-fourth Supplemental Indenture

	
November 1, 1984


	
Thirty-fifth Supplemental Indenture

	
December 1, 1984


	
Thirty-sixth Supplemental Indenture

	
December 1, 1985


	
Thirty-seventh Supplemental Indenture

	
April 1, 1986


	
Thirty-eighth Supplemental Indenture

	
November 1, 1986


	
Thirty-ninth Supplemental Indenture

	
May 1, 1988


	
Fortieth Supplemental Indenture

	
December 1, 1988


	
Forty-first Supplemental Indenture

	
April 1, 1990


	
Forty-second Supplemental Indenture

	
June 1, 1991


	
Forty-third Supplemental Indenture

	
April 1, 1992


	
Forty-fourth Supplemental Indenture

	
July 1, 1992


	
Forty-fifth Supplemental Indenture

	
December 1, 1992


	
Forty-sixth Supplemental Indenture

	
March 1, 1993


	
Forty-seventh Supplemental Indenture

	
May 1, 1993


	
Forty-eighth Supplemental Indenture

	
December 1, 1993


	
Forty-ninth Supplemental Indenture

	
July 1, 1994


	
Fiftieth Supplemental Indenture

	
September 1, 1994


	
Fifty-first Supplemental Indenture

	
March 1, 1996


	
Fifty-second Supplemental Indenture

	
March 1, 1998


	
Fifty-third Supplemental Indenture

	
March 1, 1999


	
Fifty-fourth Supplemental Indenture

	
June 1, 1999


	
Fifty-fifth Supplemental Indenture

	
May 15, 2000


	
Fifty-sixth Supplemental Indenture

	
March 1, 2002


	
Fifty-seventh Supplemental Indenture

	
March 1, 2004


	
Fifty-eighth Supplemental Indenture

	
October 1, 2004


	
Fifty-ninth Supplemental Indenture

	
October 15, 2004


	
Sixtieth Supplemental Indenture

	
May 1, 2005


	
Sixty-first Supplemental Indenture

	
August 1, 2005


	
Sixty-second Supplemental Indenture

	
October 1, 2005


	
Sixty-third Supplemental Indenture

	
December 15, 2005


	  	  





which supplemental indentures were recorded in various Parishes in the State of Louisiana; and


 


WHEREAS, the Louisiana Company converted into a Texas limited liability company and, pursuant to a Plan of Merger by which the Company and Entergy Louisiana Properties, LLC were created (the “Merger Documents”), underwent a merger by division pursuant to which, among other things, all the Mortgaged and Pledged Property, subject to the Lien of the Mortgage, and all of the rights, obligations and duties of the Louisiana Company under the Mortgage, were allocated to the Company on December 31, 2005, and the Company thereupon executed and delivered a Sixty-fourth Supplemental Indenture, effective as of January 1, 2006, 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 Louisiana Company, and said Sixty-fourth Supplemental Indenture was recorded in various Parishes in the State of Louisiana; and


 


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


 


WHEREAS, the 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


	  	  





which supplemental indentures were or will be recorded in various Parishes in the State of Louisiana and with the Secretary of State of Texas; and


 


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


 


WHEREAS, the Florida Company or the Louisiana Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of bonds:


 



	
Series

	
Principal


Amount


Issued

	
Principal


Amount


Outstanding


	
3% Series due 1974

	
$ 17,000,000

	
None


	
3 1/8% Series due 1978

	
10,000,000

	
None


	
3% Series due 1980

	
10,000,000

	
None


	
4% Series due 1983

	
12,000,000

	
None


	
3 1/8% Series due 1984

	
18,000,000

	
None


	
4 3/4% Series due 1987

	
20,000,000

	
None


	
5% Series due 1990

	
20,000,000

	
None


	
4 5/8% Series due 1994

	
25,000,000

	
None


	
5 3/4% Series due 1996

	
35,000,000

	
None


	
5 5/8% Series due 1997

	
16,000,000

	
None


	
6 1/2% Series due September 1, 1997

	
18,000,000

	
None


	
7 1/8% Series due 1998

	
35,000,000

	
None


	
9 3/8% Series due 1999

	
25,000,000

	
None


	
9 3/8% Series due 2000

	
20,000,000

	
None


	
7 7/8% Series due 2001

	
25,000,000

	
None


	
7 1/2% Series due 2002

	
25,000,000

	
None


	
7 1/2% Series due November 1, 2002

	
25,000,000

	
None


	
8% Series due 2003

	
45,000,000

	
None


	
8 3/4% Series due 2004

	
45,000,000

	
None


	
9 1/2% Series due November 1, 1981

	
50,000,000

	
None


	
9 3/8% Series due September 1, 1983

	
50,000,000

	
None


	
8 3/4% Series due December 1, 2006

	
40,000,000

	
None


	
9% Series due January 1, 1986

	
75,000,000

	
None


	
10% Series due July 1, 2008

	
60,000,000

	
None


	
10 7/8% Series due May 1, 1989

	
45,000,000

	
None


	
13 1/2% Series due November 1, 2009

	
55,000,000

	
None


	
15 3/4% Series due December 1, 1988

	
50,000,000

	
None


	
16% Series due April 1, 1991

	
75,000,000

	
None


	
16 1/4% Series due December 1, 1991

	
100,000,000

	
None


	
12% Series due March 1, 1993

	
100,000,000

	
None


	
13 1/4% Series due March 1, 2013

	
100,000,000

	
None


	
13% Series due September 1, 2013

	
50,000,000

	
None


	
16% Series due August 1, 1994

	
100,000,000

	
None


	
14 3/4% Series due November 1, 2014

	
55,000,000

	
None


	
15 1/4% Series due December 1, 2014

	
35,000,000

	
None


	
14% Series due December 1, 1992

	
60,000,000

	
None


	
14 1/4% Series due December 1, 1995

	
15,000,000

	
None


	
10 1/2% Series due April 1, 1993

	
200,000,000

	
None


	
10 3/8% Series due November 1, 2016

	
280,000,000

	
None


	
Series 1988A due September 30, 1988

	
13,334,000

	
None


	
Series 1988B due September 30, 1988

	
10,000,000

	
None


	
Series 1988C due September 30, 1988

	
6,667,000

	
None


	
10.36% Series due December 1, 1995

	
75,000,000

	
None


	
10 1/8% Series due April 1, 2020

	
100,000,000

	
None


	
Environmental Series A due June 1, 2021

	
52,500,000

	
None


	
Environmental Series B due April 1, 2022

	
20,940,000

	
None


	
7.74% Series due July 1, 2002

	
179,000,000

	
None


	
8 1/2% Series due July 1, 2022

	
90,000,000

	
None


	
Environmental Series C due December 1, 2022

	
25,120,000

	
None


	
6% Series due March 1, 2000

	
100,000,000

	
None


	
Environmental Series D due May 1, 2023

	
34,364,000

	
None


	
Environmental Series E due December 1,2023

	
25,991,667

	
None


	
Environmental Series F due July 1, 2024

	
21,335,000

	
None


	
Collateral Series 1994-A, due July 2, 2017

	
117,805,000

	
109,288,6041


	
Collateral Series 1994-B, due July 2, 2017

	
58,865,000

	
54,626,3231


	
Collateral Series 1994-C, due July 2, 2017

	
31,575,000

	
29,288,1441


	
8 3/4% Series due March 1, 2026

	
115,000,000

	
None


	
6 1/2% Series due March 1, 2008

	
115,000,000

	
None


	
5.80% Series due March 1, 2002

	
75,000,000

	
None


	
Environmental Series G due June 1, 2030

	
67,200,000

	
None


	
8 1/2% Series due June 1, 2003

	
150,000,000

	
None


	
7.60% Series due April 1, 2032

	
150,000,000

	
None


	
5.5% Series due April 1, 2019

	
100,000,000

	
None


	
6.4% Series due October 1, 2034

	
70,000,000

	
70,000,000


	
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

	
100,000,000


	
5.83% Series due November 1, 2010

	
150,000,000

	
None


	
6.50% Series due September 1, 2018

	
300,000,000

	
300,000,000


	
5.40% Series due November 1, 2024

	
400,000,000

	
400,000,000


	
6.0% Series due March 15, 2040

	
150,000,000

	
150,000,000


	
4.44% Series due January 15, 2026

	
250,000,000

	
250,000,000


	
Environmental Series H due June 1, 2030

	
119,073,000

	
119,073,000**


	
5.875% Series due June 15, 2041

	
150,000,000

	
150,000,000


	
4.80% Series due May 1, 2021

	
200,000,000

	
200,000,000


	
1.1007% Series due December 31, 2012

	
750,000,000

	
None


	
1.875% Series due December 15, 2014

	
250,000,000

	
250,000,000


	
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







which bonds are also hereinafter sometimes called bonds of the First through Eightieth 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, establish the terms of bonds of such series and 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 Seventy-seventh Supplemental Indenture, and the terms of the bonds of the Eighty-first 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) unto The Bank of New York Mellon, as Trustee under the Mortgage, 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 Louisiana Company pursuant to the allocations in the Merger 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 or a credit under Section 39 of the Mortgage, (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 other property, real, personal and mixed, acquired by the Company on or after December 31, 2005 (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) 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 Seventy-seventh Supplemental Indenture and Mortgage) 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, 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, bridges, culverts, tracks, 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.


 


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 Seventy-seventh 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


 


EIGHTY-FIRST SERIES BONDS


 


SECTION 1 There shall be a series of bonds designated "4.70% Series due June 1, 2063” (herein sometimes called the “Eighty-first 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-first Series (which shall be initially issued in the aggregate principal amount of $100,000,000) shall be dated as in Section 10 of the Mortgage provided, shall mature on June 1, 2063, shall be issued as fully registered bonds in any integral multiple or multiples of Twenty-five Dollars, and shall bear interest at the rate of 4.70% per annum, the first interest payment to be made on September 1, 2013, for the period from May 21, 2013 to September 1, 2013 with subsequent interest payments payable quarterly on March 1, June 1, September 1 and December 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 Eighty-first 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 Eighty-first 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.


 


So long as all of the bonds of the Eighty-first 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-first Series shall be the close of business on 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-first Series shall be paid to the Person in whose name such bonds of the Eighty-first Series are registered at the close of business on the record date for the corresponding Interest Payment Date.


 


The Company reserves the right to establish, at any time, by Resolution of the Board of Directors of the Company, a form of coupon bond, and of appurtenant coupons, for the Eighty-first Series and to provide for exchangeability of such coupon bonds with the bonds of said Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose.


 


(I) The bonds of the Eighty-first Series shall be redeemable at the option of the Company, in whole or in part, upon notice, as provided in Section 52 of the Mortgage, mailed not less than 30 days nor more than 60 days prior to the date fixed for redemption, at any time on or after June 1, 2018, at a redemption price equal to the principal amount of the bonds of the Eighty-first Series being redeemed plus accrued and unpaid interest thereon to the redemption date.


 


(II) At the option of the registered owner, any bonds of the Eighty-first 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 Eighty-first Series of other authorized denominations.


 


Bonds of the Eighty-first 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-first 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 Seventy-seventh 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-first Series for the aggregate principal amount of $100,000,000.  Additional bonds of the Eighty-first Series, without limitation as to amount, having substantially the same terms as the Outstanding bonds of the Eighty-first Series (except for the issue date, the price to public 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 the notice to or the consent of the existing holders of the bonds of the Eighty-first Series.


 


ARTICLE II


 


MISCELLANEOUS PROVISIONS


 


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


 


SECTION 3 The Company reserves the right, without any consent, vote or other action by holders of bonds of the Eighty-first Series, or of any other subsequent series, to amend the Mortgage, as heretofore amended and supplemented, as follows:


 


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.


 


SECTION 4 Each initial and future holder of bonds of the Eighty-first Series, by its acquisition of an interest in such bonds, irrevocably (a) consents to the amendment set forth in Article II, Section 3 of this Seventy-seventh 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.


 


SECTION 5 So long as any bonds of the Eighty-first Series shall remain Outstanding, in each Net Earning Certificate made pursuant to Section 7 of the Mortgage there shall be included in operating expenses for the twelve (12) months period with respect to which such certificate is made an amount, if any (not otherwise included), equal to the provisions for amortization of any amounts included in utility plant acquisition adjustment accounts for such period.


 


SECTION 6 So long as any bonds of the Eighty-first Series shall remain Outstanding, subdivision (2) of Section 7(A) of the Mortgage is hereby amended by adding thereto the following words “provided, further, that the amount so included in such operating expenses in lieu of the amounts actually appropriated out of income for retirement of the Mortgaged and Pledged Property used primarily and principally in the electric, gas, steam and/or hot water utility business and the Company’s automotive equipment used in the operation of such property shall not be less than the amounts so actually appropriated out of income”.


 


SECTION 7 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 Seventy-seventh 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 Seventy-seventh 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 Seventy-seventh Supplemental Indenture.


 


SECTION 8 Whenever in this Seventy-seventh 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 Seventy-seventh 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 9 Nothing in this Seventy-seventh 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 Seventy-seventh Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Seventy-seventh 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 10 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 Seventy-seventh 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 Seventy-seventh 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 11 This Seventy-seventh Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.


 


 


 


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




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








  





  











  








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


 



	  	
ENTERGY LOUISIANA, LLC


 


 


 


By:/s/ Steven C. McNeal


Name:  Steven C. McNeal


Title: Vice President and Treasurer


	
Attest:


 


 


By:/s/ Dawn A. Balash


Name:  Dawn A. Balash


Title:   Assistant Secretary

	  
	
Executed, sealed and delivered by


ENTERGY LOUISIANA, LLC


in the presence of:


 


/s/ Shannon K. Ryerson


Name:   Shannon K. Ryerson


 


/s/ Sylvia S. Higgins


Name:   Sylvia S. Higgins


 

	  















 



	  












  





  











  









	  	
THE BANK OF NEW YORK MELLON


As Successor Trustee


 


 


By:/s/ Francine Kincaid


Name: Francine Kincaid


Title:           Vice President


	
Attest:


 


 


By:/s/ Laurence J. O’Brien


Name:  Laurence J. O’Brien


Title:           Vice President


 

	  
	
Executed, sealed and delivered by


THE BANK OF NEW YORK MELLON


in the presence of:


 


/s/ Latoya S. Elvin


Name:  Latoya Elvin


 


/s/ Arsala Kidwai


Name:  Arsala Kidwai

	  










 



	  












  





  











  













 


STATE OF LOUISIANA


 


                                                    } ss.:


 


PARISH OF ORLEANS


 


On this 16th day of May, 2013, 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 16th day of May, 2013, before me personally came STEVEN C. MCNEAL, to me known, who, being by me duly sworn, did depose and say that he resides at 8043 Winner’s Circle, Mandeville, Louisiana 70448; that he is Vice President and Treasurer of ENTERGY LOUISIANA, LLC, one of the entities described in and which executed the above instrument; that he knows the seal of said entity; that the seal affixed to said instrument is such seal, that it was so affixed by order of the Board of Directors of said entity, and that he signed his name thereto by like order.


 



	  	  
	  	
/s/ Jennifer Favalora


Notary Public


Name: Jennifer B. Favalora


Notary ID Number 57639


My commission expires: at my death












 







 



	  












  





  











  













 


STATE OF NEW YORK


 


                                                            } ss.:


 


COUNTY OF NEW YORK


 


On the 16th day of May, 2013, before me appeared Francine Kincaid to me personally known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did say that she is a Vice President of THE BANK OF NEW YORK MELLON, and that the seal affixed to the above instrument is the corporate seal of said entity and that said instrument was signed and sealed in behalf of said entity by authority of its Board of Directors, and said Francine Kincaid acknowledged said instrument to be the free act and deed of said entity.


 


On the 16th day of May, 2013, before me personally came Laurence J. O’Brien, to me known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did depose and say that he resides in Upper Saddle River, New Jersey; that he is a Vice President of THE BANK OF NEW YORK MELLON, one of the entities described in and which executed the above instrument; that he/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/she signed his/her name thereto by like order.


 



	  	  
	  	
/s/ Danny Lee


Danny Lee, Notary Public,


State of New York, No. 01LE6161129


Qualified in New York County


Commission Expires: February 20, 2015