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(successor to Guaranty Trust Company of New York)

Guarantee Agreement

(successor to Guaranty Trust Company of New York) | Document Parties: ENTERGY ARKANSAS INC | BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION | DEUTSCHE BANK TRUST COMPANY | Entergy Arkansas, Inc | Guaranty Trust Company of New York You are currently viewing:
This Guarantee Agreement involves

ENTERGY ARKANSAS INC | BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION | DEUTSCHE BANK TRUST COMPANY | Entergy Arkansas, Inc | Guaranty Trust Company of New York

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Title: (successor to Guaranty Trust Company of New York)
Governing Law: New York     Date: 10/8/2010
Industry: Electric Utilities     Sector: Utilities

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Exhibit 4.06

 

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

 

___________________________

 

SIXTY-NINTH SUPPLEMENTAL INDENTURE

 

Providing among other things for

 

First Mortgage Bonds, 5.75% Series due November 1, 2040 (Seventy-fifth Series)

 

__________________________

 

Dated as of October 1, 2010

 

 

 

 

 

SIXTY-NINTH SUPPLEMENTAL INDENTURE

 

INDENTURE, dated as of October 1, 2010, 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, MS NYC 60-2710, 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, who is hereby resigning as Co-Trustee effective at the close of business on October 1, 2010, 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 “Sixty-ninth 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 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                                                                                  5

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

4.5% 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 August 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 Seventy-fifth 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;

 

WHEREAS, the execution and delivery by the Company of this Sixty-ninth Supplemental Indenture, and the terms of the bonds of the Seventy-fifth Series, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors; and

 

WHEREAS, the Company has requested that Stanley Burg resign as Co-Trustee effective October 1, 2010.

 

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 Sixty-ninth 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 Sixty-ninth 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


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