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EXHIBIT 4.02
Counterpart __ of 50
ENTERGY GULF STATES LOUISIANA, L.L.C.
(Successor by merger to Entergy Gulf States, Inc., formerly Gulf
States Utilities Company)
446 North Boulevard
Baton Rouge, Louisiana 70802-5717
TO
THE BANK OF NEW YORK
MELLON
(Formerly The Bank of New York, successor to
JPMorgan Chase Bank, N.A.)
as Trustee
101 Barclay Street
New York, New York 10286
__________________
_____________ Supplemental
Indenture
Dated as of ________ __, 20__
__________________
Relating to an Issue of First Mortgage Bonds,
_____% Series due ________
and Supplementing Indenture of Mortgage
dated September 1, 1926
__________________
THIS INSTRUMENT GRANTS A SECURITY
INTEREST BY A UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED
PROPERTY PROVISIONS
THIS _____________ SUPPLEMENTAL INDENTURE, dated
as of the __ day of _______, 20__, by and between ENTERGY GULF
STATES LOUISIANA, L.L.C. (successor by merger to Entergy Gulf
States, Inc., formerly Gulf States Utilities Company, a Texas
corporation hereinafter sometimes called the Predecessor Company),
a limited liability company duly organized and existing under the
laws of the State of Louisiana (hereinafter sometimes called the
Company), party of the first part, and THE BANK OF NEW YORK MELLON
(formerly The Bank of New York, successor to JPMorgan Chase Bank,
N.A.), a New York banking corporation and having its corporate
trust office in the Borough of Manhattan, City and State of New
York, as successor trustee under the Indenture of Mortgage and
indentures supplemental thereto hereinafter mentioned (hereinafter
sometimes called the Trustee), party of the second part;
WITNESSETH: THAT
WHEREAS, the Predecessor Company has heretofore
executed and delivered its Indenture of Mortgage, dated September
1, 1926 (hereinafter sometimes called the Original Indenture), to
The Chase National Bank of the City of New York, as trustee, in and
by which the Predecessor Company conveyed and mortgaged to said The
Chase National Bank of the City of New York, as trustee, certain
property, therein described, to secure the payment of its bonds
issued and to be issued under said Original Indenture in one or
more series, as therein provided; and
WHEREAS, the Predecessor Company has heretofore
executed and delivered to The Chase National Bank of the City of
New York, as trustee, the First through the Fourth Supplemental
Indentures, all supplementing and modifying said Original
Indenture; and
WHEREAS, on March 21, 1939, The Chase National
Bank of the City of New York resigned as trustee under the Original
Indenture and all indentures supplemental thereto as aforesaid,
pursuant to Section 4 of Article XIV of the Original Indenture, and
by an Indenture dated March 21, 1939 said resignation was accepted
and Central Hanover Bank and Trust Company was duly appointed the
successor trustee under the Original Indenture and all indentures
supplemental thereto, said resignation and appointment both being
effective as of March 21, 1939, and the Central Hanover Bank and
Trust Company did by said Indenture dated March 21, 1939 accept the
trust under the Original Indenture and all indentures supplemental
thereto; and
WHEREAS, the Predecessor Company has heretofore
executed and delivered to Central Hanover Bank and Trust Company,
as successor trustee, the Fifth through the Tenth Supplemental
Indentures, supplementing and modifying said Original Indenture;
and
WHEREAS, the name of Central Hanover Bank and
Trust Company, successor trustee, as aforesaid, was changed
effective June 30, 1951 to "The Hanover Bank"; and
WHEREAS, the Predecessor Company has heretofore
executed and delivered to The Hanover Bank, as successor trustee,
the Eleventh through the Twentieth Supplemental Indentures,
supplementing and modifying said Original Indenture; and
WHEREAS, on September 8, 1961, pursuant to the
laws of the State of New York, The Hanover Bank, successor trustee,
as aforesaid, was duly merged into Manufacturers Trust Company, a
New York corporation, under the name "Manufacturers Hanover Trust
Company," and Manufacturers Hanover Trust Company thereupon became
the duly constituted successor trustee under the Original
Indenture, as supplemented and modified as aforesaid; and
WHEREAS, the Predecessor Company has heretofore
executed and delivered to Manufacturers Hanover Trust Company, as
successor trustee, the Twenty-first through the Fifty-fourth
Supplemental Indentures, supplementing and modifying said Original
Indenture; and
WHEREAS, on June 19, 1992, pursuant to the laws
of the State of New York, Manufacturers Hanover Trust Company,
successor trustee, as aforesaid, was duly merged into Chemical
Bank, a New York corporation, under the name "Chemical Bank," and
Chemical Bank thereupon became the duly constituted successor
trustee under the Original Indenture, as supplemented and modified
as aforesaid; and
WHEREAS, the Predecessor Company has heretofore
executed and delivered to Chemical Bank, as successor trustee, the
Fifty-fifth through the Fifty-seventh Supplemental Indentures,
supplementing and modifying said Original Indenture; and
WHEREAS, the name of Chemical Bank, successor
trustee, as aforesaid, was duly merged with and changed effective
July 14, 1996 to The Chase Manhattan Bank; and
WHEREAS, the Predecessor Company has heretofore
executed and delivered to The Chase Manhattan Bank, as successor
trustee, the Fifty-eighth through Sixtieth Supplemental Indentures
supplementing and modifying said Original Indenture; and
WHEREAS, the name of The Chase Manhattan Bank,
successor trustee, as aforesaid, was duly changed effective
November 10, 2001 to JPMorgan Chase Bank; and
WHEREAS, the Predecessor Company has heretofore
executed and delivered to JPMorgan Chase Bank, as successor
trustee, the Sixty-first through Sixty-seventh Supplemental
Indentures supplementing and modifying said Original Indenture;
and
WHEREAS, effective November 13, 2004, JPMorgan
Chase Bank, successor trustee, was converted from a New York
corporation to a national banking association under the name
"JPMorgan Chase Bank, N.A."; and
WHEREAS, the Predecessor Company has heretofore
executed and delivered to JPMorgan Chase Bank, N.A., as successor
trustee, the Sixty-eighth through Seventy-fourth Supplemental
Indentures supplementing and modifying said Original Indenture;
and
WHEREAS, on October 3, 2007, JPMorgan Chase
Bank, N.A. resigned as trustee under the Original Indenture and all
indentures supplemental thereto as aforesaid, by an Agreement of
Resignation, Appointment and Acceptance dated October 3, 2007, said
resignation was accepted, and The Bank of New York was duly
appointed the successor trustee under the Original Indenture and
all indentures supplemental thereto, said resignation and
appointment both being effective as of October 3, 2007, and The
Bank of New York did by said Agreement dated October 3, 2007 accept
the trust under the Original Indenture and all indentures
supplemental thereto; and
WHEREAS, the series of bonds established under
the Seventh Supplemental Indenture supplementing and modifying said
Original Indenture and under each successive supplemental indenture
have been designated respectively and are referred to herein as
"Bonds of the 1976, 1978, 1979, 1980, 1981, 1982, 1983, 1986, 1987,
1988, 1989, 1989A, 1990, 1992, 1996, 1997, 1998, 1998A, 1999,
1999A, 2000, 2000A, 2001, 2003, 2004, 2005, 2006, 2007, 2009,
2009A, 1987A, 2010, 1991, 1993, 1992A, 2012, 2013, 2013A, 1994,
2014B, C and D, 2015, 2016, 2016A, 1994A, 2002, 2022, 2004A, 2024,
1996A, 1997A, 1998B, 1999B, 2003A, MTN, 2003B, 2004B, 2007A, 2012A,
2008, 2007B, 2033, 2015A, 2011, 2009B, 2014E, 2035, 2015B, 2010A,
2006A, 2008A, 2011B and 2018 Series"; and
WHEREAS, effective as of December 26, 2007, the
Predecessor Company obtained the release from the lien of the
Original Indenture, as supplemented and modified of all of its real
property located in Texas and substantially all of its personal
property located in Texas that was part of the trust estate,
together with certain associated rights, privileges and franchises,
as well as certain undivided interests in mortgaged property
located in Louisiana, as more particularly described in the
instruments of partial release filed with respect thereto on or
before December 26, 2007; and
WHEREAS, effective as of 1:00 P.M. Central
Standard Time, December 31, 2007, the Predecessor Company underwent
a merger by division under Texas law pursuant to which, among other
things, all of its property located in Texas, together with certain
property located in Louisiana, was allocated to Entergy Texas,
Inc., substantially all of its property located in Louisiana was
retained by the Predecessor Company, and all of its obligations and
liabilities under the Original Indenture, as supplemented and
modified and the Bonds were retained by the Predecessor Company;
and
WHEREAS, effective as of 4:00 P.M. Central
Standard Time, December 31, 2007, (hereinafter sometimes called the
Effective Time) the Predecessor Company merged (hereinafter
sometimes called the Merger) into the Company pursuant to an
Agreement and Plan of Merger and Reorganization of Entergy Gulf
States, Inc. into Entergy Gulf States Louisiana, L.L.C. and a
Certificate and Articles of Merger (hereinafter sometimes
collectively called the Merger Documents), pursuant to which, among
other things, (1) all of the rights, privileges, franchises,
assets, liabilities and obligations of the Predecessor Company were
allocated to the Company; and (2) the identity of the Predecessor
Company was merged into that of the Company; and
WHEREAS, pursuant to Section 14.01 of the
Original Indenture, as restated by the Seventh Supplemental
Indenture, the Company and the Trustee executed the Seventy-fifth
Supplemental Indenture dated as of December 31, 2007 whereby the
Company assumed and agreed to pay duly and punctually the principal
of and interest on the Bonds issued under the Original Indenture,
as supplemented and modified in accordance with the provisions of
said Bonds and the Original Indenture, as supplemented and
modified, and agreed to perform and fulfill all the terms,
covenants and conditions of the Original Indenture, as supplemented
and modified binding the Predecessor Company; and
WHEREAS, pursuant to Section 14.02 of the
Original Indenture, as restated by the Seventh Supplemental
Indenture, the Company has succeeded to the Predecessor Company
under the Original Indenture and all indentures supplemental
thereto with the same effect as if it had been named in the
Original Indenture, as supplemented and modified, as the mortgagor
company and in the Bonds as the obligor thereon or maker
thereof;
WHEREAS, pursuant to Section 14.03 of the
Original Indenture, as restated by the Seventh Supplemental
Indenture, in respect of property owned by the Predecessor Company
at the time of the Merger as provided in Section 14.01 of the
Original Indenture, as restated by the Seventh Supplemental
Indenture, and substitutions, replacements, additions, betterments,
developments, extensions and enlargements thereto subsequently
made, constructed or acquired, the rights and duties of the Company
shall be the same as the rights and duties of the Predecessor
Company would have been had the Merger not taken place; and
WHEREAS, pursuant to Section 14.04 of the
Original Indenture, as restated by the Seventh Supplemental
Indenture, in respect of property at the time of the Merger owned
by the Company and/or of property thereafter acquired by the
Company except said substitutions, replacements, additions,
betterments, developments, extensions and enlargements to, of or
upon the property owned by the Predecessor Company referred to in
Section 14.03 of the Original Indenture, as restated by the Seventh
Supplemental Indenture, the Original Indenture, as supplemented and
modified shall not become or be a lien upon any of such property;
and
WHEREAS, effective as of March 25, 2008, the
Company obtained the release from the lien of the Original
Indenture, as supplemented and modified of all of the remainder of
its property located in Texas that was part of the trust estate,
together with certain associated rights, privileges and franchises,
as well as certain undivided interests in mortgaged property
located in Louisiana, as more particularly described in the
instruments of partial release filed with respect thereto on or
before March 25, 2008; and
WHEREAS, effective July 1, 2008, The Bank of New
York changed its name to The Bank of New York Mellon; and
WHEREAS, under the Original Indenture, as
supplemented and modified, any new series of Bonds may at any time
be established by the Board of Directors of the Company and the
terms thereof may be specified by a supplemental indenture executed
by the Company and the Trustee; and
WHEREAS, the Company proposes to create under
the Original Indenture, as supplemented and modified as aforesaid
and as further supplemented by this ____________ Supplemental
Indenture (the Original Indenture as so supplemented and modified
being hereinafter sometimes called the Indenture), a new series of
Bonds to be designated First Mortgage Bonds, ____% Series due
_________ __, 20__, such Bonds when originally issued to be dated
__________ __, 20__ and to mature on ________ __, 20__ (hereinafter
sometimes referred to as the Bonds of the ____ Series, and
presently to issue $___________ aggregate principal amount of the
Bonds of the ____ Series; and
WHEREAS, all acts and proceedings required by
law and by the Articles of Organization and Operating Agreement of
the Company necessary to make the Bonds of the ___ Series, when
executed by the Company, authenticated and delivered by the Trustee
and duly issued, the valid, binding and legal obligations of the
Company, and to constitute the Indenture a valid and binding
mortgage for the security of all the Bonds of the Company issued or
to be issued under the Indenture, in accordance with its and their
terms, have been done and taken; and the execution and delivery of
this ___________ Supplemental Indenture have been in all respects
duly authorized;
NOW, THEREFORE, THIS ____________ SUPPLEMENTAL
INDENTURE WITNESSETH:
That in order to secure the payment of the
principal of, premium, if any, and interest on, all Bonds at any
time issued and outstanding under the Indenture, according to their
tenor, purport and effect, and to secure the performance and
observance of all the covenants and conditions in said Bonds and in
the Indenture contained, and to declare the terms and conditions
upon and subject to which the Bonds of the ____ Series are and are
to be issued and secured, and for and in consideration of the
premises and of the mutual covenants herein contained and of the
acceptance of the Bonds of the ____ Series by the holders thereof,
and of the sum of $1 duly paid to the Company by the Trustee, at or
before the execution and delivery hereof, and for other valuable
consideration, the receipt whereof is hereby acknowledged, the
Company has executed and delivered this ___________ Supplemental
Indenture, and by these presents does grant, bargain, sell,
alienate, remise, release, convey, assign, transfer, mortgage,
hypothecate, pledge, set over and confirm unto the Trustee, its
successors in trust and assigns, the following property, rights,
privileges and franchises hereinafter described, acquired or
constructed by the Company after the Effective Time to the extent
constituting substitutions, replacements, additions, betterments,
developments, extensions or enlargements to, of or upon the trust
estate allocated to the Company by the Merger Documents, together
in each case with any substitutions, replacements, additions,
betterments, developments, extensions and enlargements thereto,
thereof or thereupon subsequently made, constructed or acquired by
the Company (other than excepted property as hereinafter
defined):
CLAUSE I.
All and singular the lands, real estate,
chattels real, interests in land, leaseholds, ways, rights of way,
grants, easements, servitudes, rights pursuant to ordinances,
consents, permits, patents, licenses, lands under water, water and
riparian rights, franchises, privileges, immunities, rights to
construct, maintain and operate distribution and transmission
systems, all other rights and interests, gas, water, steam and
electric light, heat and power plants and systems, dams, and dam
sites, stations and substations, powerhouses, electric transmission
and distribution lines and systems, pipe lines, conduits, towers,
poles, wires, cables and all other structures, machinery, engines,
boilers, dynamos, motors, transformers, generators, electric and
mechanical appliances, office buildings, warehouses, garages,
stables, sheds, shops, tunnels, subways, bridges, other buildings
and structures, implements, tools and other apparatus,
appurtenances and facilities, materials and supplies, and all other
property of any nature appertaining to any of the plants, systems,
business or operations of the Company, whether or not affixed to
the realty, used in the operation of any of the premises or plants
or systems, or otherwise, allocated to the Company by the Merger
Documents or constituting substitutions, replacements, additions,
betterments, developments, extensions or enlargements to, of or
upon the trust estate allocated to the Company by the Merger
Documents (other than excepted property as hereinafter defined);
including (but not limited to) all its properties situated in the
Cities of Baton Rouge, Jennings and Lake Charles and in the
Parishes of Acadia, Allen, Ascension, Beauregard, Calcasieu,
Cameron, East Baton Rouge, East Feliciana, Iberia, Iberville,
Jefferson Davis, Lafayette, Livingston, Pointe Coupee, St. Helena,
St. Landry, St. Martin, St. Tammany, Tangipahoa, Vermilion,
Washington, West Baton Rouge and West Feliciana, Louisiana, and
vicinity allocated to the Company by the Merger Documents or
constituting substitutions, replacements, additions, betterments,
developments, extensions or enlargements to the trust estate
allocated to the Company by the Merger Documents (other than
excepted property as hereinafter defined).
CLAUSE II.
All corporate, Federal, State, county (parish),
municipal and other permits, consents, licenses, bridge licenses,
bridge rights, river permits, franchises, patents, rights pursuant
to ordinances, grants, privileges and immunities of every kind and
description allocated to the Company by the Merger Documents or
constituting substitutions, replacements, additions, betterments,
developments, extensions or enlargements to, of or upon the trust
estate allocated to the Company by the Merger Documents (other than
excepted property as hereinafter defined).
CLAUSE III.
Also all other property, real, personal or
mixed, tangible or intangible of every kind, character and
description, allocated to the Company by the Merger Documents or
constituting substitutions, replac
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