a04309a4a.htm


    Exhibit
4(a)

     

    ENTERGY
TEXAS, INC.

     

     OFFICER’S
CERTIFICATE
2-B-2

     

    Establishing
the Form and Certain Terms of the
Mortgage
Bonds, 7.875% Series due June 1, 2039

     

    THIS
INSTRUMENT GRANTS A SECURITY INTEREST

    BY
A UTILITY

    


    THIS
INSTRUMENT CONTAINS AFTER-ACQUIRED

    PROPERTY
PROVISIONS

    


    The
undersigned, FRANK WILLIFORD, ASSISTANT TREASURER, an Authorized Officer of
Entergy Texas, Inc., a Texas Corporation (the “Company”) (all capitalized terms
used herein which are not defined herein but are defined in the Indenture
referred to below, shall have the meanings specified in such Indenture),
pursuant to Board Resolutions dated August 29, 2008 and May 8, 2009 and Sections
201 and 301 of such Indenture, does hereby certify to THE BANK OF NEW YORK
MELLON, as trustee (the “Trustee”) under the Indenture, Deed of Trust and
Security Agreement of the Company dated as of October 1, 2008 (the “Indenture”)
that:

     

    
      	
              1.  

            	
              The
      Securities of the second series to be issued under the Indenture (the
      “Bonds”) shall be issued in a series designated “Mortgage Bonds, 7.875%
      Series due June 1, 2039”; the Bonds shall be in substantially the form set
      forth in Exhibit
      A hereto; the Bonds shall initially be issued in the aggregate
      principal amount of $150,000,000; however, the aggregate principal amount
      of Bonds which may be authenticated and delivered under the Indenture is
      unlimited; and the Bonds issued on the original issue date and any
      additional Bonds issued thereafter shall be considered one and the same
      series of Securities under the
Indenture;

            


    

     

    
      	
              2.  

            	
              The
      Bonds shall mature and the principal shall be due and payable together
      with all accrued and unpaid interest thereon on June 1, 2039, and the
      Company shall not have any right to extend the Maturity of the Bonds as
      contemplated in Section 301(d) of the
Indenture;

            


    

     

    
      	
              3.  

            	
              The
      Bonds shall bear interest as provided in the form thereof set forth in
      Exhibit A
      hereto; the Interest Payment Dates for the Bonds shall be March 1, June 1,
      September 1 and December 1 of each year, commencing September 1,
      2009;

            


    

     

    
      	
              4.  

            	
              Each
      installment of interest on the Bonds shall be payable as provided in the
      form thereof set forth in Exhibit A
      hereto; the Company shall not have any right to extend any interest
      payment periods for the Bonds as contemplated in Section 301(e) of the
      Indenture;

            


    

     

    
      	
              5.  

            	
              The
      principal of, premium, if any, and each installment of interest on the
      Bonds shall be payable, and registration of transfers and exchanges in
      respect of the Bonds may be effected, at the office or agency of the
      Company in The City of New York and as otherwise provided in the form of
      Bond set forth in Exhibit A
      hereto; and notices and demands to or upon the Company in respect of the
      Bonds may be served at the office or agency of the Company in The City of
      New York; the Corporate Trust Office of the Trustee will initially be the
      agency of the Company for such payment, registration of transfers and
      exchanges and service of notices and demands, and the Company hereby
      appoints the Trustee as its agent for all such purposes; and the Trustee
      will initially be the Security Registrar and the Paying Agent for the
      Bonds; provided,
      however, that the
      Company reserves the right to change, by one or more Officer’s
      Certificates, any such office or agency and such
  agent;

            


    

     

    
      	
              6.  

            	
              The
      Regular Record Dates for the interest payable on any given Interest
      Payment Date with respect to the Bonds shall be February 15 for the March
      1 Interest Payment Date, May 15 for the June 1 Interest Payment Date,
      August 15 for the September 1 Interest Payment Date and November 15 for
      the December 1 Interest Payment
Date;

            


    

     

    
      	
              7.  

            	
              The
      Bonds are subject to redemption as provided in the form thereof set forth
      in Exhibit
      A hereto;

            


    

     

    
      	
              8.  

            	
              No
      service charge shall be made for the registration of transfer or exchange
      of the Bonds; provided, however, that the
      Company may require payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in connection with the exchange or
      transfer;

            


    

     

    
      	
              9.  

            	
              The
      Bonds shall be issued initially in global form registered in the name of
      Cede & Co. (as nominee for The Depository Trust Company (“DTC”));
      provided, that
      the Company reserves the right to provide for another depository,
      registered as a clearing agency under the Exchange Act, to act as
      depository for the global Bonds (DTC and any such successor depository,
      the “Depository”); beneficial interests in Bonds issued in global form may
      not be exchanged in whole or in part for individual certificated Bonds in
      definitive form, and no transfer of a global Bond in whole or in part may
      be registered in the name of any Person other than the Depository or its
      nominee except that (i) if the Depository (A) has notified the Company
      that it is unwilling or unable to continue as depository for the global
      Bonds or (B) has ceased to be a clearing agency registered under the
      Exchange Act and, in either case, a successor depository for such global
      Bonds has not been appointed by the Company within ninety (90) days after
      the Company receives such notice or becomes aware of such condition, as
      the case may be, (ii) the Company executes and delivers to the Trustee an
      Officer’s Certificate providing that the global Bonds shall be so
      exchangeable or (iii) there shall have occurred and be continuing an Event
      of Default with respect to the Bonds, in each case, the Company will
      execute, and the Trustee, upon receipt of a Company Order for the
      authentication and delivery of definitive Bonds, will authenticate and
      deliver Bonds in definitive certificated form in an aggregate principal
      amount equal to the principal amount of the global Bonds representing such
      Bonds in exchange for such global Bonds, such definitive Bonds to be
      registered in the names provided by the Depository; each global Bond (i)
      shall represent and shall be denominated in an amount equal to the
      aggregate principal amount of the outstanding Bonds to be represented by
      such global Bond, (ii) shall be registered in the name of the Depository
      or its nominee, (iii) shall be delivered by the Trustee to the Depository,
      its nominee, any custodian for the Depository or otherwise pursuant to the
      Depository’s instruction and (iv) shall bear a legend restricting the
      transfer of such global Bond to any person other than the Depository or
      its nominee; none of the Company, the Trustee, any Paying Agent or any
      Authenticating Agent will have any responsibility or liability for any
      aspect of the records relating to, or payments made on account of,
      beneficial ownership interests in a global Bond or for maintaining,
      supervising or reviewing any records relating to such beneficial ownership
      interests; the Bonds in global form will contain restrictions on transfer,
      substantially as described in the form set forth in Exhibit A
      hereto;

            


    

     

    
      	
              10.  

            	
              None
      of the Trustee, the Security Registrar or the Company shall have any
      liability for any acts or omissions of the Depository, for any transfers
      of beneficial interests in the Bonds, for any Depository records of
      beneficial interests, for any transactions between the Depository and
      beneficial owners or in respect of any transfers effected by the
      Depository or by any participant members of the Depository or any
      beneficial owner of any interest in any Bonds held through any such
      participant member of the
Depository;

            


    

     

    
      	
              11.  

            	
              If
      the Company shall make any deposit of money and/or Eligible Obligations
      with respect to any Bonds, or any portion of the principal amount thereof,
      as contemplated by Section 801 of the Indenture, the Company shall not
      deliver an Officer’s Certificate described in clause (z) in the first
      paragraph of said Section 801 unless the Company shall also deliver to the
      Trustee, together with such Officer’s Certificate,
  either:

            


    

     

    (A)           an
instrument wherein the Company, notwithstanding the satisfaction and discharge
of its indebtedness in respect of such Bonds, shall assume the obligation (which
shall be absolute and unconditional) to irrevocably deposit with the Trustee or
Paying Agent such additional sums of money, if any, or additional Eligible
Obligations (meeting the requirements of Section 801), if any, or any
combination thereof, at such time or times, as shall be necessary, together with
the money and/or Eligible Obligations theretofore so deposited, to pay when due
the principal of and premium, if any, and interest due and to become due on such
Bonds or portions thereof, all in accordance with and subject to the provisions
of said Section 801; provided, however, that such instrument
may state that the obligation of the Company to make additional deposits as
aforesaid shall be subject to the delivery to the Company by the Trustee of a
notice asserting the deficiency accompanied by an opinion of an independent
public accountant of nationally recognized standing, selected by the Trustee,
showing the calculation thereof; or

     

    (B)           an
Opinion of Counsel to the effect that, as a result of a change in law occurring
after the date of this certificate, the Holders of such Bonds, or portions of
the principal amount thereof, will not recognize income, gain or loss for United
States federal income tax purposes as a result of the satisfaction and discharge
of the Company’s indebtedness in respect thereof and will be subject to United
States federal income tax on the same amounts, at the same times and in the same
manner as if such satisfaction and discharge had not been effected.

     

    
      	
              12.  

            	
              The
      Eligible Obligations with respect to the Bonds shall be Government
      Obligations;

            


    

     

    
      	
              13.  

            	
              The
      Bonds shall have such other terms and provisions as are provided in the
      form set forth in Exhibit A
      hereto;

            


    

     

    
      	
              14.  

            	
              No
      Event of Default under the Indenture has occurred or is
      occurring;

            


    

     

    
      	
              15.  

            	
              The
      undersigned has read all of the covenants and conditions contained in the
      Indenture, and the definitions in the Indenture relating thereto, relating
      to the issuance and authentication and delivery of the Bonds and in
      respect of compliance with which this certificate is
  made;

            


    

     

    
      	
              16.  

            	
              The
      statements contained in this certificate are based upon the familiarity of
      the undersigned with the Indenture, the documents accompanying this
      certificate, and upon discussions by the undersigned with officers and
      employees of the Company familiar with the matters set forth
      herein;

            


    

     

    
      	
              17.  

            	
              In
      the opinion of the undersigned, he has made such examination or
      investigation as is necessary to enable him to express an informed opinion
      as to whether or not such covenants and conditions have been complied
      with; and

            


    

     

    
      	
              18.  

            	
              In
      the opinion of the undersigned, such conditions and covenants, and all
      conditions precedent provided for in the Indenture (including any
      covenants compliance with which constitutes a condition precedent)
      relating to the authentication and delivery of the Bonds requested in the
      accompanying Company Order have been complied
  with.

            


    

     



    IN
WITNESS WHEREOF, I have executed this Officer’s Certificate as of this 14th day
of May, 2009.

     

    By: /s/ Frank
Williford________________________

    Name:  Frank
Williford

    Title:  Assistant
Treasurer

     

    


     



    Exhibit
A

     

    [FORM
OF BOND]

     

    [Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to Entergy Texas, Inc., 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.]

    


     

    


     

    No.  ____                                                                        CUSIP
No. ____________

     

    MATURITY
DATE: June 1, 2039                                            PRINCIPAL AMOUNT:
$____________

     

    ENTERGY
TEXAS, INC.

     

    MORTGAGE
BONDS, 7.875% SERIES DUE JUNE 1, 2039

     

    ENTERGY
TEXAS, INC., a corporation duly organized and existing under the laws of the
State of Texas (herein referred to as the “Company,” which term includes any
successor Person under the Indenture referred to below), for value received,
hereby promises to pay to

     

    or
registered assigns, the principal amount specified above on the Maturity Date
set forth above and to pay interest on the unpaid principal hereof and on any
overdue interest from and including May 19, 2009 or from and including the most
recent interest payment date to which interest has been paid or duly provided
for quarterly on March 1, June 1, September 1 and December 1 of each year,
commencing September 1, 2009, and on the Maturity Date (each, an “Interest
Payment Date”), at the rate of 7.875% per annum (the “Interest Rate”) to but
excluding the date on which the principal hereof is paid or made available for
payment. In the event that any Interest Payment Date is not a Business Day, then
payment of interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
such delay) with the same force and effect as if made on the Interest Payment
Date. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on February 15 for the March 1 Interest
Payment Date, on May 15 for the June 1 Interest Payment Date, on August 15 for
the September 1 Interest Payment Date and on November 15 for the December 1
Interest Payment Date (each a “Regular Record Date”) immediately preceding such
Interest Payment Date, except that interest payable at Maturity will be payable
to the Person to whom principal shall be paid.  Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture referred to herein.

     

    Payment
of the principal of (and premium, if any) and interest at Maturity on this
Security shall be made upon presentation of this Security at the office or
agency of the Company maintained for that purpose in The City of New York, in
the State of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that, at the option
of the Company, interest on this Security (other than interest payable at
Maturity) may be paid by check mailed to the address of the person entitled
thereto, as such address shall appear on the Security Register, and provided, further, that if such person
is a securities depositary, such payment may be made by such other means in lieu
of check as shall be agreed upon by the Company, the Trustee and such
person.

     

    All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture and in the Officer’s Certificate establishing
the terms of the Securities of this series (the “Series Officer’s
Certificate”).

     

    This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an
Indenture, Deed of Trust and Security Agreement dated as of October 1, 2008
(herein, together with any amendments or supplements thereto, called the
“Indenture”, which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York Mellon, as Trustee
(herein called the “Trustee”, which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture, for a statement
of the property mortgaged, pledged and held in trust, the nature and extent of
the security, the conditions upon which the Lien of the Indenture may be
released and to the Indenture, Board Resolutions and Officer’s Certificate
creating the series designated on the face hereof, for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and
delivered.  The acceptance of this Security shall be deemed to
constitute the consent and agreement by the Holder thereof to all of the terms
and provisions of the Indenture.  This Security is one of the series
designated on the face hereof.

     

    Securities
of this series shall be redeemable at the option of the Company in whole or in
part, at any time on or after June 1, 2014 and prior to the Stated Maturity,
upon notice mailed at least 30 days but not more than 60 days prior to the date
fixed for redemption (the “Redemption Date”), at a price (the “Redemption
Price”) equal to the principal amount of Securities of this series being
redeemed, plus accrued interest thereon to the Redemption Date.

    


    Notice of
redemption (other than at the option of the Holder) shall be given by mail to
Holders of Securities all as provided in the Indenture.  As provided
in the Indenture, notice of redemption at the election of the Company as
aforesaid may state that such redemption shall be conditional upon the receipt
by the applicable Paying Agent or Agents of money sufficient to pay the
principal of and premium, if any, and interest, if any, on this Security on or
prior to the date fixed for such redemption; a notice of redemption so
conditioned shall be of no force or effect if such money is not so received and,
in such event, the Company shall not be required to redeem this
Security.

     

    In the
event of redemption of this Security in part only, a new Security or Securities
of this series of like tenor representing the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the cancellation
hereof.

     

    The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security upon compliance with certain conditions set forth
in the Indenture and the Series Officer’s Certificate.

     

    If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture.

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of this series at any time by the
Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Securities of all series at the time
Outstanding to be directly affected thereby.  The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.

     

    As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of a majority in aggregate principal amount of the
Securities of all series at the time Outstanding in respect of which an Event of
Default shall have occurred and be continuing shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its
own name as the Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in aggregate
principal amount of Securities of all series at the time Outstanding in respect
of which an Event of Default shall have occurred and be continuing a direction
inconsistent with such request, and shall have failed to institute any such
proceeding for 60 days after receipt of such notice, request and offer of
indemnity.  The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

     

    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

     

    The
Securities of this series are issuable only in registered form without coupons
in denominations of $25 and integral multiples thereof.  As provided
in the Indenture and subject to certain limitations therein and herein set
forth, Securities of this series are exchangeable for Securities of this series,
of authorized denominations and of like tenor and aggregate principal amount, as
requested by the Holder surrendering the same.

     

    No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

     

    The
Company shall not be required to execute, and the Security Registrar shall not
be required to register, the transfer of or exchange of (a) Securities of this
series during a period of 15 days immediately preceding the date notice is to be
given identifying the serial numbers of the Securities of this series called for
redemption, (b) any Security during the 15 days before an Interest Payment Date,
or (c) any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

     

    The
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the absolute owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

     

    This
Security shall be governed by and construed in accordance with the laws of the
State of New York (including without limitation Section 5-1401 of the New York
General Obligations Law or any successor to such statute), except to the extent
that the Trust Indenture Act shall be applicable.

     

    As
provided in the Indenture, no recourse shall be had for the payment of the
principal of or premium, if any, or interest on any Securities, or any part
thereof, or for any claim based thereon or otherwise in respect thereof, or of
the indebtedness represented thereby, or upon any obligation, covenant or
agreement under the Indenture, against, and no personal liability whatsoever
shall attach to, or be incurred by, any incorporator, shareholder, member,
limited partner, officer, manager or director, as such, past, present or future
of the Company or of any predecessor or successor of the Company (either
directly or through the Company or a predecessor or successor of the Company),
whether by virtue of any constitutional provision, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
agreed and understood that the Indenture and all the Securities are solely
corporate obligations and that any such personal liability is hereby expressly
waived and released as a condition of, and as part of the consideration for, the
execution of the Indenture and the issuance of the Securities.

     

    Unless
the certificate of authentication hereon has been executed by the Trustee
referred to herein by manual signature, this Security shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any
purpose.

     



    IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

     

     

                                 ENTERGY TEXAS, INC.

     

    By:_______________________________________

       
 Name:

         Title:

    


     

    [FORM OF
CERTIFICATE OF AUTHENTICATION]

     

    CERTIFICATE
OF AUTHENTICATION

     

    This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

     

    Dated:

     

    


                                  THE BANK OF
NEW YORK MELLON, as Trustee

     

    By:_______________________________________

    Authorized
Signatory