a07114405










Counterpart __ of 40


Exhibit 4.05


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, Inc.’s Mortgage and Deed of Trust,
Dated as of October 1, 1944 
___________________________
SEVENTY-SEVENTH SUPPLEMENTAL INDENTURE
Providing among other things for
First Mortgage Bonds, 4.95% Series due December 15, 2044 (Eighty-fourth Series)
__________________________
Dated as of December 1, 2014

















SEVENTY-SEVENTH SUPPLEMENTAL INDENTURE
INDENTURE, dated as of December 1, 2014, between ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a New York banking corporation, whose post office address is 60 Wall Street, 16th Floor, New York, New York 10005 (hereinafter sometimes called the “Corporate Trustee”), and (as to property, real or personal, situated or being in Missouri) THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (successor to Marvin A. Mueller), whose mailing address is 10161 Centurion Parkway, Jacksonville, Florida 32256 (said The Bank of New York Mellon Trust Company, National Association being hereinafter sometimes called the “Missouri Co-Trustee” and the Corporate Trustee and the Missouri Co-Trustee being hereinafter together sometimes called the “Trustees”) as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1944 (hereinafter sometimes called the “Mortgage”), which Mortgage was executed and delivered by the Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this indenture (hereinafter called the “Seventy-seventh Supplemental Indenture”) being supplemental thereto.


WHEREAS, the Mortgage was 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 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 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 Company, among other things, appointed John W. Flaherty as Co-Trustee in succession to Grainger S. Greene (resigned) under the Mortgage, and John W. Flaherty accepted said appointment; and
WHEREAS, by the Thirty-third Supplemental Indenture mentioned below, the 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 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 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 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 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 Company, the Corporate Trustee, Stanley Burg as Co-Trustee, and The Bank of New York Trust Company, National Association, as Missouri Co-Trustee, appointed Jeffrey Schroeder to serve as Missouri Co-Trustee under the Mortgage, and Jeffrey Schroeder accepted such appointment; and


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


WHEREAS, effective July 1, 2008, The Bank of New York Trust Company, National Association changed its name to The Bank of New York Mellon Trust Company, National Association; and
WHEREAS, by the Sixty-ninth Supplemental Indenture mentioned below, effective as of October 1, 2010, Stanley Burg resigned as Co-Trustee; and
WHEREAS, by the Mortgage the 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 Company executed and delivered to the Trustees the following supplemental indentures:
	
		
	Designation
	Dated as of

	First Supplemental Indenture
	July 1, 1947

	Second Supplemental Indenture
	August 1, 1948

	Third Supplemental Indenture
	October 1, 1949

	Fourth Supplemental Indenture
	June 1, 1950

	Fifth Supplemental Indenture
	October 1, 1951

	Sixth Supplemental Indenture
	September 1, 1952

	Seventh Supplemental Indenture
	June 1, 1953

	Eighth Supplemental Indenture
	August 1, 1954













	
		
	Ninth Supplemental Indenture
	April 1, 1955

	Tenth Supplemental Indenture
	December 1, 1959

	Eleventh Supplemental Indenture
	May 1, 1961

	Twelfth Supplemental Indenture
	February 1, 1963

	Thirteenth Supplemental Indenture
	April 1, 1965

	Fourteenth Supplemental Indenture
	March 1, 1966

	Fifteenth Supplemental Indenture
	March 1, 1967

	Sixteenth Supplemental Indenture
	April 1, 1968

	Seventeenth Supplemental Indenture
	June 1, 1968

	Eighteenth Supplemental Indenture
	December 1, 1969

	Nineteenth Supplemental Indenture
	August 1, 1970

	Twentieth Supplemental Indenture
	March 1, 1971

	Twenty-first Supplemental Indenture
	August 1, 1971

	Twenty-second Supplemental Indenture
	April 1, 1972

	Twenty-third Supplemental Indenture
	December 1, 1972

	Twenty-fourth Supplemental Indenture
	June 1, 1973

	Twenty-fifth Supplemental Indenture
	December 1, 1973

	Twenty-sixth Supplemental Indenture
	June 1, 1974

	Twenty-seventh Supplemental Indenture
	November 1, 1974

	Twenty-eighth Supplemental Indenture
	July 1, 1975

	Twenty-ninth Supplemental Indenture
	December 1, 1977

	Thirtieth Supplemental Indenture
	July 1, 1978

	Thirty-first Supplemental Indenture
	February 1, 1979

	Thirty-second Supplemental Indenture
	December 1, 1980

	Thirty-third Supplemental Indenture
	January 1, 1981

	Thirty-fourth Supplemental Indenture
	August 1, 1981

	Thirty-fifth Supplemental Indenture
	February 1, 1982

	Thirty-sixth Supplemental Indenture
	December 1, 1982

	Thirty-seventh Supplemental Indenture
	February 1, 1983

	Thirty-eighth Supplemental Indenture
	December 1, 1984

	Thirty-ninth Supplemental Indenture
	December 1, 1985

	Fortieth Supplemental Indenture
	July 1, 1986

	Forty-first Supplemental Indenture
	July 1, 1989

	Forty-second Supplemental Indenture
	February 1, 1990

	Forty-third Supplemental Indenture
	October 1, 1990

	Forty-fourth Supplemental Indenture
	November 1, 1990

	Forty-fifth Supplemental Indenture
	January 1, 1991

	Forty-sixth Supplemental Indenture
	August 1, 1992

	Forty-seventh Supplemental Indenture
	November 1, 1992

	Forty-eighth Supplemental Indenture
	June 15, 1993

	Forty-ninth Supplemental Indenture
	August 1, 1993

	Fiftieth Supplemental Indenture
	October 1, 1993

	Fifty-first Supplemental Indenture
	October 1, 1993

	Fifty-second Supplemental Indenture
	June 15, 1994

	Fifty-third Supplemental Indenture
	March 1, 1996

	Fifty-fourth Supplemental Indenture
	March 1, 1997

	Fifty-fifth Supplemental Indenture
	March 1, 2000

	Fifty-sixth Supplemental Indenture
	July 1, 2001

	Fifty-seventh Supplemental Indenture
	March 1, 2002

	Fifty-eighth Supplemental Indenture
	November 1, 2002













	
		
	Fifty-ninth Supplemental Indenture
	May 1, 2003

	Sixtieth Supplemental Indenture
	June 1, 2003

	Sixty-first Supplemental Indenture
	June 15, 2003

	Sixty-second Supplemental Indenture
	October 1, 2004

	Sixty-third Supplemental Indenture
	January 1, 2005

	Sixty-fourth Supplemental Indenture
	March 1, 2005

	Sixty-fifth Supplemental Indenture 
	May 1, 2005

	Sixty-sixth Supplemental Indenture 
	June 1, 2006

	Sixty-seventh Supplemental Indenture 
	July 1, 2008

	Sixty-eighth Supplemental Indenture 
	November 1, 2008

	Sixty-ninth Supplemental Indenture 
	October 1, 2010

	Seventieth Supplemental Indenture 
	November 1, 2010

	Seventy-first Supplemental Indenture 
	December 1, 2012

	Seventy-second Supplemental Indenture 
	January 1, 2013

	Seventy-third Supplemental Indenture 
	May 1, 2013

	Seventy-fourth Supplemental Indenture 
	June 1, 2013

	Seventy-fifth Supplemental Indenture 
	July 15, 2013

	Seventy-sixth Supplemental Indenture 
	March 1, 2014






which supplemental indentures were appropriately filed or recorded in various official records in the States of Arkansas, Louisiana, Missouri, Tennessee and Wyoming, as applicable; and
WHEREAS, in addition to the property described in the Mortgage, as heretofore supplemented, the Company has acquired certain other property, rights and interests in property; and
WHEREAS, 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

	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
	100,000,000

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













	
			
	6.38% Series due November 1, 2034
	60,000,000
	  60,000,000

	5.66% Series due February 1, 2025
	175,000,000
	175,000,000

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

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

	Pollution Control Series F 
	56,378,000
	None

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

	5.75% Series due November 1, 2040 
	225,000,000
	225,000,000

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

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

	Pollution Control Series G 
	55,266,000
	  55,266,000

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

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

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

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

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






which bonds are also hereinafter sometimes called bonds of the First through Eighty-third Series, respectively; and
WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or the Company may cure any ambiguity contained therein or in any supplemental indenture, or may establish the terms and provisions of any series of bonds other than said First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the lien of the Mortgage shall be situated; and
WHEREAS, the Company now desires to create a new series of bonds, hereinafter referred to as bonds of the Eighty-fourth 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 Seventy-seventh Supplemental Indenture, and the terms of the bonds of the Eighty-fourth 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, all property, real, personal or mixed, of any kind or nature acquired by the Company after the date of the execution and delivery of the Mortgage (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in this Seventy-seventh Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all street and interurban railway and transportation lines and systems, terminal systems and facilities; all bridges, culverts, tracks, railways, sidings, spurs, wyes, roadbeds, trestles and viaducts; all overground and underground trolleys and feeder wires; all telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof, all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supplemented, expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described.
TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.









IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage and as fully embraced within the lien hereof and the lien of the Mortgage, as heretofore supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and conveyed hereby or thereby.
PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of this Seventy-seventh Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business or for the purpose of repairing or replacing (in whole or in part) any street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles or other vehicles or aircraft, and fuel, oil and similar materials and supplies consumable in the operation of any properties of the Company; street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage, as heretofore supplemented, or covenanted so to be; the Company’s contractual rights or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) the Company’s franchise to be a corporation; (7) the properties heretofore sold or in the process of being sold by the Company and heretofore released from the Mortgage and Deed of Trust dated as of October 1, 1926 from Arkansas Power & Light Company to Guaranty Trust Company of New York, trustee, and specifically described in a release instrument executed by Guaranty Trust Company of New York, as trustee, dated October 13, 1938, which release has heretofore been delivered by the said trustee to the Company and recorded by the Company in the office of the Recorder for Garland County, Arkansas, in Record Book 227, Page 1, all of said properties being located in Garland County, Arkansas; and (8) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage, as heretofore supplemented, and this Seventy-seventh 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 Seventy-seventh 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:
ARTICLE I


EIGHTY-FOURTH SERIES OF BONDS
SECTION 1.There shall be a series of bonds designated “4.95% Series due December 15, 2044” (herein sometimes called the “Eighty-fourth Series”), each of which shall also bear the descriptive title “First Mortgage Bond”, and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified.  Bonds of the Eighty-fourth Series (which shall be initially issued in the aggregate principal amount of $250,000,000 shall mature on December 15, 2044, shall be issued as fully registered bonds in the denomination of One thousand Dollars and, at the option of the Company, in any multiple or multiples of One thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof), shall bear interest at the rate of 4.95% per annum, the first interest payment to be made on June 15, 2015, for the period from December 9, 2014 to June 15, 2015 with subsequent interest payments payable semi-annually on June 15 and December 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 Eighty-fourth Series will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date, redemption date or maturity of any bond of the Eighty-fourth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or maturity, as the case may be, to such Business Day.  “Business Day” means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the Corporate Trustee is closed for business. 
So long as all of the bonds of the Eighty-fourth Series are held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest on the bonds of the Eighty-fourth Series shall be the Business Day immediately preceding the corresponding Interest Payment Date; provided, however, that the record date for the payment of interest which is paid after such Interest Payment 









Date, shall be the Business Day immediately preceding the date on which such interest is paid.  Interest on the bonds of the Eighty-fourth Series shall be paid to the Person in whose name such bonds of the Eighty-fourth Series are registered at the close of business on the record date for the corresponding Interest Payment Date.  
(I) Form of Bonds of the Eighty-fourth Series.
  The Bonds of the Eighty-fourth Series, and the Corporate Trustee’s authentication certificate to be executed on the Bonds of the Eighty-fourth Series, shall be in substantially the following forms, respectively:
[FORM OF FACE OF BOND OF THE EIGHTY-FOURTH SERIES]
[depository legend]
Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
(TEMPORARY REGISTERED BOND)
No. TR
$    CUSIP 29364D AT7
ENTERGY ARKANSAS, INC.
FIRST MORTGAGE BOND, 4.95% SERIES
DUE DECEMBER 15, 2044
ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas (hereinafter called the Company), for value received, hereby promises to pay to             or registered assigns, on December 15, 2044 at the office or agency of the Company in the Borough of Manhattan, The City of New York,
         
in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from December 9, 2014, if the date of this bond is prior to June 15, 2015, or if the date of this bond is on or after June 15, 2015, from the June 15 or the December 15 next preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of 4.95% per annum in like coin or currency at said office or agency on June 15 and December 15 of each year, commencing June 15, 2015, 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 Seventy-seventh 









Supplemental Indenture referred to below) immediately preceding the date on which interest is due; provided, however, that the record date for the payment of interest which is paid after the date on which such interest is due, shall be the Business Day immediately preceding the date on which such interest is paid.  Interest hereon shall be paid to the Person in whose name this bond is registered at the close of business on the record date for the payment of such interest.  If any interest payment date for this bond falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date.  If the maturity date or any redemption date of this bond falls on a day that is not a Business Day, the payment of principal and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.
This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series known as its First Mortgage Bonds, 4.95% Series due December 15, 2044 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 Seventy-seventh Supplemental Indenture dated as of December 1, 2014, 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) and, as to property, real or personal, situated or being in Missouri, Marvin A. Mueller (The Bank of New York Mellon Trust Company, National Association, successor), as Trustees.  Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued.  With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage.
The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided.
In the manner prescribed in the Mortgage, this bond is transferable by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage.  The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary.
In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.









In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery.
As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.
The bonds of this series are subject to redemption as provided in the Seventy-seventh 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.
This bond shall be construed in accordance with and governed by the laws of the State of New York.
This bond shall not become obligatory until Deutsche Bank Trust Company Americas, the Corporate Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.


IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused this bond to be signed in its corporate name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof, on                 .
ENTERGY ARKANSAS, INC.
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
Dated:    
(II)    The bonds of the Eighty-fourth Series shall be redeemable at the option of the Company, in whole or in part, upon notice, mailed not less than 30 days nor more than 60 days prior to the date fixed for redemption, at any time prior to December 15, 2024, at a redemption price equal to the greater of (i) 100% of the principal amount of the bonds of the Eighty-fourth Series being redeemed and (ii) as determined by the Independent Investment Banker, the sum of (x) the present value of the payment on December 15, 2024 of the principal amount of the bonds of the Eighty-fourth Series being redeemed plus (y) the present values of the remaining scheduled payments of interest on the bonds of the Eighty-fourth Series being redeemed to December 15, 2024 (excluding the portion of any such interest accrued to the redemption date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 0.30% plus accrued and unpaid interest thereon to, but not including, the redemption date.
As used herein, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:
The term “Adjusted Treasury Rate” shall mean, with respect to any redemption date:
(1)    the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining term of the bonds of the Eighty-fourth Series, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or
(2)    if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.
The term “Comparable Treasury Issue” shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the bonds of the Eighty-fourth Series that would be utilized, at the time of selection and in accordance with customary 









financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the bonds of the Eighty-fourth Series.
The term “Comparable Treasury Price” shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.
The term “Independent Investment Banker” shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.
The term “Reference Treasury Dealer” shall mean (i) a Primary Treasury Dealer (as defined below) selected by each of Barclays Capital Inc., Goldman, Sachs & Co. and Stephens Inc. and a Primary Treasury Dealer (as defined below) selected by each of KeyBanc Capital Markets Inc. and SMBC Nikko Securities America, Inc.; provided, however, that if any of the foregoing shall cease to be a Primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.
The term “Reference Treasury Dealer Quotations” shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date.
The bonds of the Eighty-fourth Series shall also be redeemable at the option of the Company, in whole or in part, on not less than 30 days’ nor more than 60 days’ notice prior to the date fixed for redemption, at any time on or after December 15, 2024, at a redemption price equal to the principal amount of the bonds of the Eighty-fourth Series being redeemed plus accrued and unpaid interest thereon to, but not including, such redemption date.
If, at the time notice of redemption is given, the redemption monies are not held by the Corporate Trustee, the redemption may be made subject to the receipt of such monies before the date fixed for redemption, and such notice shall be of no effect unless such monies are so received.
(III)    At the option of the registered owner, any bonds of the Eighty-fourth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.
Bonds of the Eighty-fourth Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York.
Upon any exchange or transfer of bonds of the Eighty-fourth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 









12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.
Upon the delivery of this Seventy-seventh Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as heretofore supplemented, there shall be an initial issue of bonds of the Eighty-fourth Series for the aggregate principal amount of $250,000,000.  Additional bonds of the Eighty-fourth Series, without limitation as to amount, having substantially the same terms as the Outstanding bonds of the Eighty-fourth Series (except for the issue date, price to public and, if applicable, the initial interest payment date) may be issued by the Company without the notice to or the consent of the existing holders of the bonds of the Eighty-fourth Series.
ARTICLE II


THE COMPANY RESERVES THE RIGHT
TO AMEND CERTAIN PROVISIONS OF THE MORTGAGE
SECTION 2.The Company reserves the right, without any consent, vote or other action by holders of bonds of the Eighty-fourth Series, or of any subsequent series, to amend the Mortgage, as heretofore amended and supplemented, as follows:
To amend Section 6 of the Mortgage to read substantially as follows:
Section 6.    The term “Excepted Encumbrances” shall mean as of any particular time any of the following:
(a)    liens for taxes, assessments and other governmental charges or requirements which are not delinquent or which are being contested in good faith by appropriate proceedings or of which at least ten (10) Business Days notice has not been given to the general counsel of the Company or to such other Person designated by the Company to receive such notices;
(b)    mechanics’, workmen’s, repairmen’s, materialmen’s, warehousemen’s, and carriers’ liens, other liens incident to construction, liens or privileges of any employees of the Company for salary or wages earned, but not yet payable, and other liens, including without limitation liens for worker’s compensation awards, arising in the ordinary course of business for charges or requirements which are not delinquent or which are being contested in good faith and by appropriate proceedings or of which at least ten (10) Business Days notice has not been given to the general counsel of the Company or to such other Person designated by the Company to receive such notices;
(c)    liens in respect of attachments, judgments or awards arising out of judicial or administrative proceedings (i) in an amount not exceeding the greater of (A) Ten Million Dollars ($10,000,000) and (B) three percent (3%) of the principal amount of the Bonds then Outstanding or (ii) with respect to which the Company shall (X) in good faith be prosecuting an appeal or other proceeding for review and with respect to which the Company shall have secured a stay of execution pending such appeal or other proceeding or (Y) have the right to prosecute an appeal or other proceeding for review or (Z) have not received at least ten (10) Business Days notice given to the general 









counsel of the Company or to such other Person designated by the Company to receive such notices;
(d)    easements, leases, reservations or other rights of others in, on, over and/or across, and laws, regulations and restrictions affecting, and defects, irregularities, exceptions and limitations in title to, the Mortgaged and Pledged Property or any part thereof; provided, however, that such easements, leases, reservations, rights, laws, regulations, restrictions, defects, irregularities, exceptions and limitations do not in the aggregate materially impair the use by the Company of the Mortgaged and Pledged Property considered as a whole for the purposes for which it is held by the Company;
(e)    liens, defects, irregularities, exceptions and limitations in (i) title to real property subject to rights-of-way in favor of the Company or otherwise or used or to be used by the Company primarily for right-of-way purposes; (ii) real property held under lease, easement, license or similar right; or (iii) the rights-of-way, leases, easements, licenses or similar rights in favor of the Company; provided, however, that (A) the Company shall have obtained from the apparent owner or owners of such real property a sufficient right, by the terms of the instrument granting such right-of-way, lease, easement, license or similar right, to the use thereof for the purposes for which the Company acquired the same; (B) the Company has power under eminent domain or similar statutes to remove or subordinate such liens, defects, irregularities, exceptions or limitations or (C) such defects, irregularities, exceptions and limitations may be otherwise remedied without undue effort or expense; and defects, irregularities, exceptions and limitations in title to flood lands, flooding rights and/or water rights;
(f)    liens securing indebtedness or other obligations neither created, assumed nor guaranteed by the Company nor on account of which it customarily pays interest upon real property or rights in or relating to real property acquired by the Company for the purpose of the transmission or distribution of electric energy, gas or water, for the purpose of telephonic, telegraphic, radio, wireless or other electronic communication or otherwise for the purpose of obtaining rights-of-way;
(g)    leases existing on December 1, 2014 affecting properties owned by the Company at said date and renewals and extensions thereof; and leases affecting such properties entered into after such date or affecting properties acquired by the Company after such date which, in either case, (i) have respective terms of not more than ten (10) years (including extensions or renewals at the option of the tenant) or (ii) do not materially impair the use by the Company of such properties for the respective purposes for which they are held by the Company;
(h)    liens vested in lessors, licensors, franchisors or permitters for rent or other amounts to become due or for other obligations or acts to be performed, the payment of which rent or the performance of which other obligations or acts is required under leases, subleases, licenses, franchises or permits, so long as the payment of such rent or other amounts or the 









performance of such other obligations or acts is not delinquent or is being contested in good faith and by appropriate proceedings;
(i)    controls, restrictions, obligations, duties and/or other burdens imposed by federal, state, municipal or other law, or by rules, regulations or orders of Governmental Authorities, upon the Mortgaged and Pledged Property or any part thereof or the operation or use thereof or upon the Company with respect to the Mortgaged and Pledged Property or any part thereof or the operation or use thereof or with respect to any franchise, grant, license, permit or public purpose requirement, or any rights reserved to or otherwise vested in Governmental Authorities to impose any such controls, restrictions, obligations, duties and/or other burdens;
(j)    rights which Governmental Authorities may have by virtue of franchises, grants, licenses, permits or contracts, or by virtue of law, to purchase, recapture or designate a purchaser of or order the sale of the Mortgaged and Pledged Property or any part thereof, to terminate franchises, grants, licenses, permits, contracts or other rights or to regulate the property and business of the Company; and any and all obligations of the Company correlative to any such rights;
(k)    liens required by law or governmental regulations (i) as a condition to the transaction of any business or the exercise of any privilege or license, (ii) to enable the Company to maintain self-insurance or to participate in any funds established to cover any insurance risks, (iii) in connection with workmen’s compensation, unemployment insurance, social security, any pension or welfare benefit plan or (iv) to share in the privileges or benefits required for companies participating in one or more of the arrangements described in clauses (ii) and (iii) above;
(l)    liens on the Mortgaged and Pledged Property or any part thereof which are granted by the Company to secure duties or public or statutory obligations or to secure, or serve in lieu of, surety, stay or appeal bonds;
(m)    rights reserved to or vested in others to take or receive any part of any coal, ore, gas, oil and other minerals, any timber and/or any electric capacity or energy, gas, water, steam and any other products, developed, produced, manufactured, generated, purchased or otherwise acquired by the Company or by others on property of the Company;
(n)    (i) rights and interests of Persons other than the Company arising out of contracts, agreements and other instruments to which the Company is a party and which relate to the common ownership or joint use of property; and (ii) all liens on the interests of Persons other than the Company in property owned in common by such Persons and the Company if and to the extent that the enforcement of such liens would not adversely affect the interests of the Company in such property in any material respect;









(o)    any restrictions on assignment and/or requirements of any assignee to qualify as a permitted assignee and/or public utility or public service corporation;
(p)    any liens which have been bonded for the full amount in dispute or for the payment of which other adequate security arrangements have been made;
(q)    any controls, liens, restrictions, regulations, easements, exceptions or reservations of any public authority or unit applying particularly to any form of space satellites (including but not limited to solar power satellites), space stations and other analogous facilities whether or not in the earth’s atmosphere;
(r)    rights and interests granted pursuant to Section 58;
(s)    any lien of the Trustees granted pursuant to Section 96; and
(t)    Prepaid Liens. 
The term “Business Day” shall mean when used with respect to the place or places, at which, principal of and premium, if any, and interest, if any, on the bonds are payable or any other particular location specified in the bonds or this Indenture, means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in such place of payment or other location are generally authorized or required by law, regulation or executive order to remain closed, except as may be otherwise specified in the bonds or in a supplemental indenture creating such bonds.
The term “Governmental Authority” shall mean the government of the United States or of any State or Territory thereof or of the District of Columbia or of any county, municipality or other political subdivision of any thereof, or any department, agency, authority or other instrumentality of any of the foregoing.
The term “Person” shall mean any individual, Corporation, joint venture, trust or unincorporated organization or any Governmental Authority.
The term “Prepaid Liens” means any lien securing indebtedness for the payment of which money in the necessary amount shall have been irrevocably deposited in trust with the trustee or other holder of such lien; provided, however, that if such indebtedness is to be redeemed or otherwise prepaid prior to the stated maturity thereof, any notice requisite to such redemption or prepayment shall have been given in accordance with the mortgage or other instrument creating such lien or irrevocable instructions to give such notice shall have been given to such trustee or other holder.
SECTION 3.The Company reserves the right, without any consent, vote or other action by holders of bonds of the Eighty-fourth Series, or of any subsequent series, to amend the Mortgage, as heretofore amended and supplemented, as follows:
To amend subdivision 7 of Section 28 of the Mortgage through the end of clause (b) thereof to read substantially as follows:
(7)    either an Opinion of Counsel or an Officer’s Certificate to the effect that:
(a)    this Indenture constitutes, or, upon the delivery of, and/or the filing and/or recording in the proper places and manner of, the instruments of 









conveyance, assignment or transfer, if any, specified in said opinion or certificate, will constitute, a lien on all the Property Additions to be made the basis of the authentication and delivery of such bonds, subject to no lien thereon prior to the lien of this Indenture except Excepted Encumbrances and Qualified Liens and any other liens of which the signer of said opinion or certificate has no actual knowledge and which do not appear on a specified lien search report received by said signer not more than five (5) Business Days prior to the date of said opinion or certificate; 
(b)    the Company has corporate authority to operate such Property Additions; and
“Officer’s Certificate” means a certificate signed by the Chairman of the Board, the Vice Chairman, the President, any Vice President, the Treasurer, any Assistant Treasurer, or any other officer, manager or agent of the Company duly authorized pursuant to a resolution of the Board of Directors to act in respect of matters relating to this Indenture.
SECTION 4.The Company reserves the right, without any consent, vote or other action by holders of bonds of the Eighty-fourth Series, or of any subsequent series, to amend the Mortgage, as heretofore amended and supplemented, as follows:
To amend Section 58 of the Mortgage to read substantially as follows:
Section 58.    Unless one of more of the Defaults defined in Section 65 hereof shall have occurred and be continuing, the Company may at any time and from time to time, without any release or consent by, or report to, the Trustees or either of them:
(1)    sell or otherwise dispose of, free from the lien of this Indenture, any machinery, equipment, apparatus, towers, transformers, poles, lines, cables, conduits, ducts, conductors, meters, regulators, holders, tanks, retorts, purifiers, odorizers, scrubbers, compressors, valves, pumps, mains, pipes, service pipes, fittings, connections, services, tools, implements, or any other fixtures or personalty, then subject to the lien hereof, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operations of the Company upon replacing the same by, or substituting for the same, similar or analogous property, or other property performing a similar or analogous function or otherwise obviating the need therefor, having a fair value to the Company at least equal to that of the property sold or otherwise disposed of and subject to the lien hereof, subject to no liens prior hereto except Excepted Encumbrances and any other liens to which the property sold or otherwise disposed of was subject;
(2)    cancel or make changes or alterations in or substitutions for any and all easements, servitudes, rights-of-way and similar rights and/or interests;
(3)    grant, free from the lien of this Indenture, easements, ground leases or rights-of-way in, upon, over and/or across the property or rights-of-way of the Company for the purpose of roads, pipe lines, transmission lines, distribution lines, communication lines, railways, removal or transportation of coal, lignite, gas, oil or other minerals or timber, and other like purposes, or 









for the joint or common use of real property, rights-of-way, facilities and/or equipment; provided, however, that such grant shall not materially impair the use of the property or rights-of-way for the purposes for which such property or rights-of-way are held by the Company; 
(4)    terminate, abandon, surrender, cancel, release, modify or dispose of any franchises, licenses or permits that are Mortgaged and Pledged Property; provided that such action is, in the opinion of the Company, necessary, desirable or advisable in the conduct of the business of the Company, and; provided further that any franchises, licenses or permits that become Mortgaged and Pledged Property by the operation of granting clauses and thereafter, in the opinion of the Company, cease to be necessary for the operation of the Mortgaged and Pledged Property shall automatically cease to be subject to the lien of this Indenture, without any release or consent, or report to, the Trustees or either of them; and 
(5)    rearrange any of its street car tracks and switches or reduce or permanently discontinue the operation of or remove or abandon any of its street or interurban railway lines or street or interurban transportation lines, if, in the judgment of the Board of Directors of the Company, any such action which affects the Mortgaged and Pledged Property is necessary or desirable in the conduct of the business of the Company or if the Company is ordered so to do by a regulatory authority having jurisdiction in the premises.
SECTION 5.The Company reserves the right, without any consent, vote or other action by holders of bonds of the Eighty-fourth Series, or of any subsequent series, to amend the Mortgage, as heretofore amended and supplemented, as follows:
To amend Section 86 of the Mortgage to add a new paragraph at the end reading substantially as follows:
A statutory merger in which the Company’s assets and liabilities may be allocated among one or more entities, shall not be considered to be a merger, consolidation, conveyance or other transfer of Mortgaged and Pledged Property subject to the provisions of this Article XVI unless all or substantially all of the Mortgaged and Pledged Property is allocated by such statutory merger to one or more entities other than the Company.
SECTION 6.The Company reserves the right, without any consent, vote or other action by holders of bonds of the Eighty-fourth Series, or of any other subsequent series, to amend the Mortgage, as heretofore amended and supplemented, as follows:
To delete all provisions in the Mortgage which require a Net Earning Certificate, whether as a condition precedent to the authentication and delivery of bonds or otherwise.
SECTION 7.Each initial and future holder of bonds of the Eighty-fourth Series, by its acquisition of an interest in such Bonds, irrevocably (a) consents to the amendments set forth in Sections 1, 2, 3, 4 and 5 of this Article II of this Seventy-seventh Supplemental Indenture without any other or further action by any holder of such bonds, and (b) designates the Corporate Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise, it being understood that in the event the Corporate Trustee is required to act as proxy or deliver such consents, no action other than such 









vote or delivery of such consents is required by the Corporate Trustee by this Section when the Company requests that any of such amendments be adopted, and the Corporate Trustee shall have no liability in respect thereto.


ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 8.The holders of the bonds of the Eighty-fourth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the bonds of the Eighty-fourth 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 9.Subject to the amendments provided for in this Seventy-seventh Supplemental Indenture, the terms defined in the Mortgage and the First through Seventy-seventh Supplemental Indentures shall, for all purposes of this Seventy-seventh Supplemental Indenture, have the meanings specified in the Mortgage and the First through Seventy-seventh Supplemental Indentures.


SECTION 10.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 Seventy-seventh 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 Seventy-seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely.  In general each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Seventy-seventh Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Seventy-seventh Supplemental Indenture.
SECTION 11.Whenever in this Seventy-seventh Supplemental Indenture any of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Seventy-seventh Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or any of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.


SECTION 12.Nothing in this Seventy-seventh Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Seventy-seventh Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises or agreements in this Seventy-seventh Supplemental Indenture contained by or on behalf of the Company shall 









be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage.
SECTION 13.This Seventy-seventh Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 14.This Seventy-seventh Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.















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


Steven C. McNeal
Vice President and Treasurer
Attest:
/s/ Daniel T. Falstad
Daniel T. Falstad
Secretary


Executed, sealed and delivered by
ENTERGY ARKANSAS, INC.
in the presence of:


/s/ Leah W. Dawsey
Leah W. Dawsey


/s/ Shannon K. Ryerson
Shannon K. Ryerson











DEUTSCHE BANK TRUST COMPANY AMERICAS,
As Corporate Trustee
		
	By: 
	/s/ Carol Ng


  Carol Ng
  Vice President


By: /s/ Deirdra N. Ross
  Deirdra N. Ross
  Vice President


Attest:


/s/ Randy Kahn
  Randy Kahn 
  Vice President




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


/s/ Anthony D-Amato
Anthony D-Amato




/s/ Li Jiang
Li Jiang









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/ Lawrence M. Kusch
Lawrence M. Kusch
Vice President
Attest:


/s/ Jonathan Glover
Jonathan Glover
Vice President


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


/s/ Michael Countryman
Michael Countryman
/s/ R. Tarnas
R. Tarnas









STATE OF LOUISIANA    )
                                           )    SS.:
PARISH OF ORLEANS    )
On this 4th day of December, 2014, before me, Jennifer Favalora, a Notary Public duly commissioned, qualified and acting within and for said Parish and State, appeared in person the within named Steven C. McNeal and Daniel T. Falstad, to me personally well known, who stated that they were the Vice President and Secretary, respectively, of ENTERGY ARKANSAS, INC., a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.
On this 4th day of December, 2014, before me personally came Steven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he is the Vice President of ENTERGY ARKANSAS, INC., one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.
On this 4th day of December, 2014, before me appeared and Daniel T. Falstad, to me personally known, who, being by me duly sworn, did say that he is the Secretary of ENTERGY ARKANSAS, INC., and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and year last above written.


/s/ Jennifer Favalora
Jennifer Favalora
Notary Public No. 57639
Parish of Orleans, State of Louisiana
My Commission is Issued For Life









STATE OF NEW YORK    )
                                           )     SS.:
COUNTY OF NEW YORK    )
On this 4th day of December, 2014, before me, Nefertiti N. Vernon, a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared Carol Ng, Deirdra N. Ross, and Randy Kahn, to me personally well known, who stated that they were a Vice President, a Vice President and Vice President, respectively, of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.
On this 4th day of December, 2014, before me personally came Carol Ng and Deirdra N. Ross, to me known, who, being by me duly sworn, did depose and say that they are a Vice President and a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, one of the corporations described in and which executed the above instrument; that they know the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that they signed their names thereto by like authority.
On this 4th day of December, 2014, before me appeared Randy Kahn, to me personally known, who, being by me duly sworn, did say that he is a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said County and State the day and year last above written.


/s/ Nefertiti N. Vernon
Nefertiti N. Vernon
Notary Public, State of New York
Registration No. 01VE6244149
Qualified in Kings County 
Commission Expires July 5, 2015        















STATE OF ILLINOIS    )
                                       )     SS.:
COUNTY OF COOK    )
On this 4th day of December, 2014, before me, Julie Meadors, a Notary Public duly commissioned, qualified and acting within and for said state, appeared Lawrence M. Kusch and Jonathan Glover, personally known to me, or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument, who stated that they were a Vice President and Vice President, respectively, of THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Co-Trustee as to property, real or personal, situated or being in Missouri (the “Missouri Co-Trustee”), and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said Missouri Co-Trustee; and further stated that they had so signed, executed and delivered the same for the consideration, uses and purposes therein mentioned and set forth.
On this 4th day of December, 2014, before me personally appeared Lawrence M. Kusch, 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 depose and say that he is a Vice President of THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, one of the entities described in and which executed the above instrument; that he knows the seal of said National Association; that the seal affixed to said instrument is such seal; that it was so affixed by authority of its Board of Directors, and that he signed his name thereto by like authority. 
On this 4th day of December, 2014, before me appeared Jonathan Glover, 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 he is a Vice President of THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, and that the seal affixed to the foregoing instrument is the seal of the Missouri Co-Trustee, and that said instrument was signed and sealed on behalf of said National Association by authority of its Board of Directors, and he/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/ Julie Meadors
Julie Meadors
Notary Public , State of Illinois
My Commission Expires 2/16/16