EX-4.66




 Exhibit 4.66 

Counterpart __ of 20 
 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-FIFTH
SUPPLEMENTAL INDENTURE 
 Providing among other things for 

First Mortgage Bonds, 5.15% Series due January 15, 2033 

(Ninety-first Series) 
 Dated as of
January 1, 2023 
  











 EIGHTY-FIFTH SUPPLEMENTAL INDENTURE 

INDENTURE, dated as of January 1, 2023, 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
Global Transactional Banking, 1 Columbus Circle, 17th Floor, Mail Stop: NYC01-1710, New York, New York 10019 (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 4655 Salisbury Road, Suite 300, 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-fifth 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 

  
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 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 

  
 - 3 - 












 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


  
 - 4 - 













			
	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


  
 - 5 - 













			
	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, 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 

  
 - 6 - 












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

 

			
	 Designation
	  	 Dated as of

	Eighty-second Supplemental Indenture	  	March 1, 2019
	Eighty-third Supplemental Indenture	  	September 1, 2020
	Eighty-fourth Supplemental Indenture	  	March 1, 2021

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


  
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	 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


  
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	 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	 	  	None
	 4.90% Series due December 1, 2052
	  	 	200,000,000	 	  	None
	 Pollution Control Series G
	  	 	55,266,000	 	  	None
	 Pollution Control Series H
	  	 	45,713,000	 	  	None
	 3.05% Series due June 1, 2023
	  	 	250,000,000	 	  	250,000,000
	 4.75% Series due June 1, 2063
	  	 	125,000,000	 	  	None
	 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
	  	 	350,000,000	 	  	350,000,000
	 4.20% Series due April 1, 2049
	  	 	550,000,000	 	  	550,000,000
	 2.65% Series due June 15, 2051
	  	 	675,000,000	 	  	675,000,000
	 3.35% Series due June 15, 2052
	  	 	400,000,000	 	  	400,000,000

 which bonds are also hereinafter sometimes called bonds of the First through Ninetieth Series, respectively; 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 

  
 - 9 - 












 WHEREAS, the Company now desires to create a new series of bonds, hereinafter referred to as bonds of the
Ninety-first 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-fifth Supplemental Indenture, and the terms of the bonds of the Ninety-first 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, 

  
 - 10 - 












 
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-fifth 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. 

  
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 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-fifth 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, 

  
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as heretofore supplemented, and this Eighty-fifth 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-fifth 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. 
 NINETY-FIRST SERIES OF BONDS

 SECTION 1. There shall be a series of bonds designated “5.15% Series due January 15, 2033” (herein sometimes called the
“Ninety-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 Ninety-first Series (which shall be initially issued in the aggregate principal amount of $425,000,000) shall mature on January 15, 2033, shall
be issued as fully registered bonds in the denomination of One thousand Dollars and, at the option of 

  
 - 13 - 












 
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 5.15% per
annum, the first interest payment to be made on July 15, 2023, for the period from January 6, 2023 to July 15, 2023 with subsequent interest payments payable semi-annually in arrears on January 15 and July 15 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 Ninety-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 maturity of any bond of the Ninety-first 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 Ninety-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 Ninety-first 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 Ninety-first Series shall
be paid to the Person in whose name such bonds of the Ninety-first Series are registered at the close of business on the record date for the corresponding Interest Payment Date. 

(I) Form of Bonds of the Ninety-first Series. 

The Bonds of the Ninety-first Series, and the Corporate Trustee’s authentication certificate to be executed on the Bonds of the
Ninety-first Series, shall be in substantially the following forms, respectively: 
 [FORM OF FACE OF BOND OF THE NINETY-FIRST SERIES] 

[depository legend] 

  
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 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 AD0
	$	  	

 ENTERGY ARKANSAS, LLC 

FIRST MORTGAGE BOND, 5.15% SERIES 

DUE JANUARY 15, 2033 

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 January 15, 2033 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 January 6, 2023, if the date of this bond is prior to July 15, 2023, or if the date of this bond is on or after July 15, 2023, from the January 15 or the
July 15 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
5.15% per annum in like coin or currency at said office or agency on January 15 and July 15 of each year, commencing July 15, 2023, 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-fifth 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 

  
 - 15 - 












 
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, 5.15% Series due January 15, 2033, 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-fifth
Supplemental Indenture dated as of January 1, 2023, 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. 

  
 - 16 - 












 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-fifth 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. 

  
 - 17 - 












 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) Prior to October 15, 2032 (the “Par Call Date”), the bonds of the
Ninety-first 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 (each a “Redemption Date”), at any
time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (a “Redemption Price”) equal to the greater of: 

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date
(assuming the bonds of the Ninety-first Series matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 25 basis points less (b) interest accrued to the Redemption Date, and 
 (2) 100% of the principal amount of the
bonds of the Ninety-first Series being redeemed, 

  
 - 18 - 












 plus, in either case, accrued and unpaid interest on the bonds of the Ninety-first Series being redeemed to,
but not including, the Redemption Date. 
 On or after the Par Call Date, the bonds of the Ninety-first Series will be redeemable at the
option of the Company, in whole or in part, on not less than 30 nor more than 60 days’ notice, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the bonds of the Ninety-first Series being redeemed
plus accrued and unpaid interest thereon to, but not including, the Redemption Date. 
 “Treasury Rate” means, with respect
to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs. 
 The Treasury Rate shall be
determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption
Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates
(Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities Nominal” (or any successor caption or heading) (“H.15
TCM”). In determining the Treasury Rate, the Company shall select, as applicable: 
 (1) the yield for the Treasury constant
maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or 
 (2)
if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury
constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or

 (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single
Treasury constant maturity on H.15 closest to the Remaining Life. 
 For purposes of this paragraph, the applicable Treasury constant
maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date. 

  
 - 19 - 












 If on the third Business Day preceding the Redemption Date H.15 TCM is no longer published,
or, if published, no longer contains the yields for nominal Treasury constant maturities, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City
time, on the second Business Day preceding such Redemption Date as follows: 
 (1) the Company shall select (a) the United States
Treasury security maturing on the Par Call Date, subject to clause (3) below, or (b) if there is no United States Treasury security maturing on the Par Call Date, then the United States Treasury security with the maturity date that is
closest to the Par Call Date, subject to clauses (2) and (3) below, as applicable; or 
 (2) if there is no United States Treasury
security described in clause (1), but there are two or more United States Treasury securities with maturity dates equally distant from the Par Call Date, one or more with maturity dates preceding the Par Call Date and one or more with maturity dates
following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding and closest to the Par Call Date, subject to clause (3) below; or 

(3) if there are two or more United States Treasury securities meeting the criteria of the preceding clauses (1) or (2), the Company shall
select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New
York City time. 
 In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the
applicable United States Treasury security shall be based upon the average of the bid and asked prices of such United States Treasury security (expressed as a percentage of principal amount and rounded to three decimal places) at 11:00 a.m., New
York City time. 
 The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all
purposes, absent manifest error. 
 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 Ninety-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 same series of other authorized denominations. 

  
 - 20 - 












 Bonds of the Ninety-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 Ninety-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 Eighty-fifth Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as
heretofore supplemented, there shall be an initial issue of bonds of the Ninety-first Series for the aggregate principal amount of $425,000,000. Additional bonds of the Ninety-first Series, without limitation as to amount, having substantially the
same terms as the Outstanding bonds of the Ninety-first 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 Ninety-first Series. 
 II 

AMENDMENTS 
 SECTION 1. Change
Covenant Regarding SEC Filings and Annual Compliance Certificate. The holders of a majority in principal amount of the bonds Outstanding under the Mortgage having consented to the amendment set forth in Section 1 of Article II of the
Eightieth Supplemental Indenture, the Company hereby exercises its right to amend the Mortgage to restate Section 44 of the Mortgage to read as follows: 

Section 44. The Company covenants and agrees 

(1) to file with the Corporate Trustee (within 30 days after filing with the Securities and Exchange Commission in the case of reports which
pursuant to the Trust Indenture Act must be filed with the Commission and furnished to the Corporate Trustee) and to transmit to the holders of the bonds then Outstanding hereunder, such other information, reports and other documents, if any, at
such times and in such manner, as shall be required by the Trust Indenture Act; and 
 (2) to file with the Corporate Trustee, on or before
October 1 of each year beginning with the October 1 immediately following the effective date of this amendment, a certificate, which need not comply with the requirements of Section 121 hereof, executed by the principal executive
officer, the principal financial officer, or the principal accounting officer of the Company, as to such officer’s knowledge of the Company’s compliance with all conditions and covenants under this Indenture, such compliance to be
determined without regard to any period of grace or requirement of notice under this Indenture, and making any other statements as may be required by the provisions of Section 314(a)(4) of the Trust Indenture Act. 

  
 - 21 - 












 Delivery of such reports, information and documents to the Corporate Trustee is for
informational purposes only, and the Corporate Trustee’s receipt of such shall not constitute notice or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Corporate Trustee is entitled to rely exclusively on Officers’ Certificates). 

SECTION 2. Trustee Replacement and Publication Requirements. The holders of a majority in principal amount of the bonds Outstanding
under the Mortgage having consented to the amendment set forth in Section 2 of Article II of the Eightieth Supplemental Indenture, the Company hereby exercises its right to amend the Mortgage, as heretofore amended and supplemented, as follows:

 (A) to amend Sections 99, 101 and 102 thereof to remove all requirements for the publishing of notices of the resignation, removal, or
appointment of any Trustee and to delete all references to the publication of such notices in the Mortgage, as heretofore amended and supplemented, including deletion of the words “the first publication of notice of” in the last sentence
of the first paragraph of Section 102 thereof; and 
 (B) to amend Section 101 thereof to add a new paragraph at the end of such
section reading as follows: 
 So long as no event which is, or after notice or lapse of time, or both, would become, a Default shall have
occurred and be continuing, and except with respect to a Trustee appointed by the bondholders as provided in Section 102 hereof, if the Company shall have delivered to the Trustees (i) resolutions of the Board of Directors appointing a
successor Trustee to any Trustee (herein sometimes referred to as the “Predecessor Trustee”), effective as of a date specified therein (which shall be at least 30 days after the date of the delivery of such resolutions to the
Trustees), and (ii) an instrument of acceptance of such appointment, effective as of such date, by such successor Trustee in accordance with Section 104 hereof, the Predecessor Trustee shall be deemed to have resigned as contemplated in
Section 101 hereof, the successor Trustee shall be deemed to have been appointed by the Company pursuant to Section 102 hereof and such appointment shall be deemed to have been accepted as contemplated in Section 104 hereof, all as of
such date, and all other provisions of Sections 101, 102, and 104 hereof, as the same may be amended or supplemented from time to time, shall be applicable to such resignation, appointment, and acceptance except to the extent inconsistent with this
paragraph. 

  
 - 22 - 












 SECTION 3. Transfer of Less than Substantially All. The holders of a majority in
principal amount of the bonds Outstanding under the Mortgage having consented to the amendment set forth in Section 3 of Article II of the Eightieth Supplemental Indenture, the Company hereby exercises its right to amend the Mortgage, as
heretofore amended and supplemented, to add a new paragraph at the end of Section 85 thereof reading as follows: 
 A conveyance,
transfer, or lease by the Company of any part of the Mortgaged and Pledged Property shall not be deemed to constitute the conveyance, transfer or lease of all or substantially all of the Mortgaged and Pledged Property for purposes of this Indenture
if the fair value of the Mortgaged and Pledged Property retained by the Company exceeds 167% of the aggregate principal amount of all Outstanding bonds issued under this Indenture and any other outstanding debt of the Company secured by a purchase
money lien that ranks equally with, or senior to, such bonds with respect to such Mortgaged and Pledged Property. Such fair value shall be established by the delivery to the Corporate Trustee of an Independent Engineer’s Certificate stating the
Independent Engineer’s opinion of such fair value as of a date not more than 90 days before or after such conveyance, transfer or lease. Article XVI of this Indenture is not intended to limit the Company’s conveyances, transfers or leases
of less than substantially all of the Mortgaged and Pledged Property. This paragraph is not intended to create an inference that any conveyance, transfer or lease of any part of the Mortgaged and Pledged Property shall necessarily be deemed to
constitute a conveyance, transfer, or lease of all or substantially all of the Mortgaged and Pledged Property for purposes of this Indenture where the fair value of the Mortgaged and Pledged Property retained by the Company is less than 167% of the
aggregate principal amount of all Outstanding bonds and any other outstanding debt of the Company secured by a purchase money lien that ranks equally with, or senior to, such bonds with respect to such Mortgaged and Pledged Property. 

SECTION 4. Merger into Company; Extent of Lien of the Indenture. The holders of a majority in principal amount of the bonds Outstanding
under the Mortgage having consented to the amendment set forth in Section 4 of Article II of the Eightieth Supplemental Indenture, the Company hereby exercises its right to amend the Mortgage, as heretofore amended and supplemented, to add the
following new paragraph to the end of Section 87 thereof reading as follows: 
 In the case of a consolidation or merger after the
consummation of which the Company would be the surviving or resulting entity, unless an indenture supplemental hereto shall otherwise provide, this Indenture shall not become or be, or be required to become or be, a lien upon any of the properties
acquired by the Company in or as a result of such transaction or any improvements, extensions, or additions to such properties or any renewals, replacements, or substitutions of or for any part or parts thereof. 

SECTION 5. Limitation on Bondholder Suits. The holders of a majority in principal amount of the bonds Outstanding under the Mortgage
having consented to the amendment set forth in Section 5 of Article II of the Eightieth Supplemental Indenture, the Company hereby exercises its right to amend Section 80 of the Mortgage to change the word “hereunder” wherever it
appears in the first paragraph of Section 80 of the Mortgage to “under or with respect to this Indenture or the bonds. 

  
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 III 

MISCELLANEOUS PROVISIONS 

SECTION 1. The holders of the bonds of the Ninety-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 Ninety-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. 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-fifth Supplemental Indenture, the terms defined in the
Mortgage and the First through Eighty-fifth Supplemental Indentures shall, for all purposes of this Eighty-fifth Supplemental Indenture, have the meanings specified in the Mortgage and the First through Eighty-fifth 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-fifth 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-fifth
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-fifth 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-fifth Supplemental Indenture. 
 SECTION 5. Whenever in this Eighty-fifth 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-fifth 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. 

  
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 SECTION 6. Nothing in this Eighty-fifth Supplemental Indenture, expressed or implied, is
intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of
this Eighty-fifth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises or agreements in this Eighty-fifth Supplemental Indenture contained by or on
behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage. 

SECTION 7. This Eighty-fifth 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-fifth Supplemental Indenture shall be construed in
accordance with and governed by the laws of the State of New York. 

  
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 IN WITNESS WHEREOF, ENTERGY ARKANSAS, LLC has caused its company name to be hereunto
affixed, and this instrument to be signed by its President, one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers, and DEUTSCHE BANK TRUST COMPANY AMERICAS has caused its company name to be hereunto affixed, and this
instrument to be signed by, two of its Vice Presidents, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION has caused its company name to be hereunto affixed, and this instrument to be signed by one of its Vice Presidents or one of
its Senior Associates or Associates, as of the day and year first above written. 
  

			
	ENTERGY ARKANSAS, LLC
		
	By:	 	 /s/ Kevin J. Marino

	Name: Kevin J. Marino
	Title: Assistant Treasurer



  
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	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	As Corporate Trustee
		
	By:	 	 /s/ Irina Golovashchuk

	Name: Irina Golovashchuk
	Title: Vice President
		
	By:	 	 /s/ Luke Russell

	Name: Luke Russell
	Title: Vice President



  
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	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/ Ann M. Dolezal

	Name: Ann M. Dolezal
	Title: Vice President



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

 On the 3rd day of January, 2023, before me appeared Kevin J. Marino, to me personally known, who, being by me
duly sworn, did say that he is an Assistant Treasurer of ENTERGY ARKANSAS, LLC, and that said instrument was signed on behalf of said entity by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of
said entity. 
 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/ Dawn A. Balash

	Name: Dawn A. Balash
	State of Louisiana, Parish of Orleans
	Notary Public Identification No. 140967
	My commission expires at my death



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

 On the 4th day of January, 2023, before me appeared Irina Golovashchuk and Luke Russell, to me personally
known, who, being by me duly sworn, did say that they were each a vice president of DEUTSCHE BANK TRUST COMPANY AMERICAS, and that said instrument was signed on behalf of said entity by authority of its Board of Directors, and they acknowledged said
instrument to be the free act and deed of said entity. 
 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/ Annie Jaghatspanyan

	Name: Annie Jaghatspanyan
	Notary Public, State of New York
	No. 01JA6397385
	Qualified in New York County
	My Commission Expires September 3, 2023



  
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	STATE OF ILLINOIS	  	)	  	
		  	)	  	SS.:
	COUNTY OF COOK	  	)	  	

 On this 4th day of January, 2023, before me appeared Ann M. Dolezal personally known to me, or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and, who, being by me duly sworn, did say that she is a Vice President of THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, and
that said instrument was signed on behalf of said entity by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said entity. 

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

	
	 /s/ Savas Apostolakis

	Name: Savas Apostolakis
	Notary Public – State of Illinois
	Commission Expires: 3/25/2026



  
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