Exhibit 4.02
ENTERGY ARKANSAS,
INC.
TO
DEUTSCHE BANK TRUST
COMPANY AMERICAS
(successor to
Guaranty Trust Company of New York)
AND
STANLEY BURG
(successor to Henry
A. Theis)
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
___________________________
_______________
SUPPLEMENTAL INDENTURE
Providing among
other things for
First Mortgage Bonds, __% Series due _______ __, 20__ (__________
Series)
__________________________
Dated as of ______
__, 20__
___________________
SUPPLEMENTAL INDENTURE
INDENTURE, dated as of _______ __, 20__, 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, New York, New York 10005 (hereinafter sometimes
called the "Corporate Trustee"), and STANLEY BURG (successor to
Henry A. Theis) (hereinafter sometimes called the "Co-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, the Co-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 "__________
Supplemental Indenture") being supplemental thereto.
WHEREAS, the Mortgage was appropriately filed or recorded in
various official records in the States of Arkansas, 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, 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, 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 a 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 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
|
which supplemental indentures were appropriately filed or
recorded in various official records in the States of Arkansas,
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
|
$20,319,000
|
|
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
|
100,000,000
|
|
6.00% Series due November 1, 2032
|
100,000,000
|
100,000,000
|
|
5.40% Series due May 1, 2018
|
150,000,000
|
150,000,000
|
|
5.90% Series due June 1, 2033
|
100,000,000
|
100,000,000
|
|
5% Series due July 1, 2018
|
115,000,000
|
115,000,000
|
|
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
|
45,000,000
|
|
4.50% Series due June 1, 2010
|
100,000,000
|
100,000,000
|
|
Pollution Control Series F
|
56,378,000
|
56,378,000
|
|
5.40% Series due July 1, 2013
|
300,000,000
|
300,000,000
|
which bonds are also hereinafter sometimes called bonds of the
First through Seventy-fourth 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 _____________
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
____________ Supplemental Indenture, and the terms of the bonds of
the ___________ 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 Stanley Burg (but, as to
property, real or personal, situated or being in Missouri, only to
the extent of his legal capacity to hold the same for the purposes
hereof) 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
___________ 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,
|
