Exhibit 4.02
ENTERGY LOUISIANA,
LLC
(successor to Entergy Louisiana, Inc.)
TO
THE BANK OF NEW YORK MELLON
(formerly The Bank
of New York)
(successor to Harris Trust Company of New York)
AND
STEPHEN J. GIURLANDO
(successor to Mark F. McLaughlin)
As Trustees under Entergy Louisiana, LLC's Mortgage and Deed of
Trust
dated as of April 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
LOUISIANA, LLC, a limited liability company of the State of Texas
(hereinafter sometimes called the "Company"), successor to ENTERGY
LOUISIANA, INC., a corporation of the State of Louisiana converted
to a corporation of the State of Texas on December 31, 2005
(hereinafter sometimes called the "Louisiana Company"), which was
the successor by merger to LOUISIANA POWER & LIGHT COMPANY, a
corporation of the State of Florida (hereinafter sometimes called
the "Florida Company"), whose post office address is 446 North
Boulevard, Baton Rouge, Louisiana 70802, and THE BANK OF NEW YORK
MELLON, a New York banking corporation (successor to HARRIS TRUST
COMPANY OF NEW YORK) whose principal office is located at 101
Barclay Street, New York, New York 10286 (hereinafter sometimes
called "Corporate Trustee"), and STEPHEN J. GIURLANDO (successor to
Mark F. McLaughlin), whose address is 63 Euclid Avenue, Massapequa,
New York 11758 (said Stephen J. Giurlando being hereinafter
sometimes called "Co-Trustee" and the Corporate Trustee and the
Co-Trustee being hereinafter together sometimes called the
"Trustees"), as Trustees under the Mortgage and Deed of Trust,
dated as of April 1, 1944 (hereinafter called the "Mortgage"),
which Mortgage was executed and delivered by the Florida 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 recorded in various Parishes in the
State of Louisiana, which Parishes are the same Parishes in which
this ____________ Supplemental Indenture is to be recorded; and
WHEREAS, by the Mortgage, the Florida 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 Florida Company executed and delivered the
following supplemental indentures:
|
Designation
|
Dated as
of
|
|
First Supplemental Indenture
|
March 1, 1948
|
|
Second Supplemental Indenture
|
November 1, 1950
|
|
Third Supplemental Indenture
|
September 1, 1953
|
|
Fourth Supplemental Indenture
|
October 1, 1954
|
|
Fifth Supplemental Indenture
|
January 1, 1957
|
|
Sixth Supplemental Indenture
|
April 1, 1960
|
|
Seventh Supplemental Indenture
|
June 1, 1964
|
|
Eighth Supplemental Indenture
|
March 1, 1966
|
|
Ninth Supplemental Indenture
|
February 1, 1967
|
|
Tenth Supplemental Indenture
|
September 1, 1967
|
|
Eleventh Supplemental Indenture
|
March 1, 1968
|
|
Twelfth Supplemental Indenture
|
June 1, 1969
|
|
Thirteenth Supplemental Indenture
|
December 1, 1969
|
|
Fourteenth Supplemental Indenture
|
November 1, 1970
|
|
Fifteenth Supplemental Indenture
|
April 1, 1971
|
|
Sixteenth Supplemental Indenture
|
January 1, 1972
|
|
Seventeenth Supplemental Indenture
|
November 1, 1972
|
|
Eighteenth Supplemental Indenture
|
June 1, 1973
|
|
Nineteenth Supplemental Indenture
|
March 1, 1974
|
|
Twentieth Supplemental Indenture
|
November 1, 1974
|
which supplemental indentures were recorded in various Parishes
in the State of Louisiana; and
WHEREAS, the Florida Company was merged into the Louisiana
Company on February 28, 1975, and the Louisiana Company thereupon
executed and delivered a Twenty-first Supplemental Indenture, dated
as of March 1, 1975, pursuant to which the Louisiana Company, among
other things, assumed and agreed duly and punctually to pay the
principal of and interest on the bonds at the time issued and
outstanding under the Mortgage, as then supplemented, in accordance
with the provisions of said bonds and of any appurtenant coupons
and of the Mortgage as so supplemented, and duly and punctually to
observe, perform and fulfill all of the covenants and conditions of
the Mortgage, as so supplemented, to be kept or performed by the
Florida Company, and said Twenty-first Supplemental Indenture was
recorded in various Parishes in the State of Louisiana; and
WHEREAS, the Louisiana Company has succeeded to and has been
substituted for the Florida Company under the Mortgage with the
same effect as if it had been named as mortgagor corporation
therein; and
WHEREAS, the Louisiana Company executed and delivered the
following supplemental indentures:
|
Designation
|
Dated as
of
|
|
Twenty-second Supplemental Indenture
|
September 1, 1975
|
|
Twenty-third Supplemental Indenture
|
December 1, 1976
|
|
Twenty-fourth Supplemental Indenture
|
January 1, 1978
|
|
Twenty-fifth Supplemental Indenture
|
July 1, 1978
|
|
Twenty-sixth Supplemental Indenture
|
May 1, 1979
|
|
Twenty-seventh Supplemental Indenture
|
November 1, 1979
|
|
Twenty-eighth Supplemental Indenture
|
December 1, 1980
|
|
Twenty-ninth Supplemental Indenture
|
April 1, 1981
|
|
Thirtieth Supplemental Indenture
|
December 1, 1981
|
|
Thirty-first Supplemental Indenture
|
March 1, 1983
|
|
Thirty-second Supplemental Indenture
|
September 1, 1983
|
|
Thirty-third Supplemental Indenture
|
August 1, 1984
|
|
Thirty-fourth Supplemental Indenture
|
November 1, 1984
|
|
Thirty-fifth Supplemental Indenture
|
December 1, 1984
|
|
Thirty-sixth Supplemental Indenture
|
December 1, 1985
|
|
Thirty-seventh Supplemental Indenture
|
April 1, 1986
|
|
Thirty-eighth Supplemental Indenture
|
November 1, 1986
|
|
Thirty-ninth Supplemental Indenture
|
May 1, 1988
|
|
Fortieth Supplemental Indenture
|
December 1, 1988
|
|
Forty-first Supplemental Indenture
|
April 1, 1990
|
|
Forty-second Supplemental Indenture
|
June 1, 1991
|
|
Forty-third Supplemental Indenture
|
April 1, 1992
|
|
Forty-fourth Supplemental Indenture
|
July 1, 1992
|
|
Forty-fifth Supplemental Indenture
|
December 1, 1992
|
|
Forty-sixth Supplemental Indenture
|
March 1, 1993
|
|
Forty-seventh Supplemental Indenture
|
May 1, 1993
|
|
Forty-eighth Supplemental Indenture
|
December 1, 1993
|
|
Forty-ninth Supplemental Indenture
|
July 1, 1994
|
|
Fiftieth Supplemental Indenture
|
September 1, 1994
|
|
Fifty-first Supplemental Indenture
|
March 1, 1996
|
|
Fifty-second Supplemental Indenture
|
March 1, 1998
|
|
Fifty-third Supplemental Indenture
|
March 1, 1999
|
|
Fifty-fourth Supplemental Indenture
|
June 1, 1999
|
|
Fifty-fifth Supplemental Indenture
|
May 15, 2000
|
|
Fifty-sixth Supplemental Indenture
|
March 1, 2002
|
|
Fifty-seventh Supplemental Indenture
|
March 1, 2004
|
|
Fifty-eighth Supplemental Indenture
|
October 1, 2004
|
|
Fifty-ninth Supplemental Indenture
|
October 15, 2004
|
|
Sixtieth Supplemental Indenture
|
May 1, 2005
|
|
Sixty-first Supplemental Indenture
|
August 1, 2005
|
|
Sixty-second Supplemental Indenture
|
October 1, 2005
|
|
Sixty-third Supplemental Indenture
|
December 15, 2005
|
which supplemental indentures were recorded in various Parishes
in the State of Louisiana; and
WHEREAS, the Louisiana Company converted into a Texas limited
liability company and, pursuant to a Plan of Merger by which the
Company and Entergy Louisiana Properties, LLC were created (the
"Merger Documents"), underwent a merger by division pursuant to
which, among other things, all the Mortgaged and Pledged Property,
subject to the Lien of the Mortgage, and all of the rights,
obligations and duties of the Louisiana Company under the Mortgage,
were allocated to the Company on December 31, 2005, and the Company
thereupon executed and delivered a Sixty-fourth Supplemental
Indenture, effective as of January 1, 2006, pursuant to which the
Company, among other things, assumed and agreed duly and punctually
to pay the principal of and interest on the bonds at the time
issued and outstanding under the Mortgage, as then supplemented, in
accordance with the provisions of said bonds and of any appurtenant
coupons and of the Mortgage as so supplemented, and duly and
punctually to observe, perform and fulfill all of the covenants and
conditions of the Mortgage, as so supplemented, to be kept or
performed by the Louisiana Company, and said Sixty-fourth
Supplemental Indenture was recorded in various Parishes in the
State of Louisiana; and
WHEREAS, the Company executed and delivered the following
supplemental indenture:
|
Designation
|
Dated as of
|
|
Sixty-fifth Supplemental Indenture
|
August 1, 2008
|
WHEREAS, effective July 1, 2008, The Bank of New York changed
its name to The Bank of New York Mellon; and
WHEREAS, in addition to the property described in the Mortgage,
as supplemented, the Company has acquired certain other property,
rights and interests in property; and
WHEREAS, the Florida Company or the Louisiana Company has
heretofore issued, in accordance with the provisions of the
Mortgage, as supplemented, the following series of bonds:
|
Series
|
Principal
Amount
Issued
|
Principal
Amount
Outstanding
|
|
3% Series due 1974
|
$ 17,000,000
|
None
|
|
3 1/8% Series due 1978
|
10,000,000
|
None
|
|
3% Series due 1980
|
10,000,000
|
None
|
|
4% Series due 1983
|
12,000,000
|
None
|
|
3 1/8% Series due 1984
|
18,000,000
|
None
|
|
4 3/4% Series due 1987
|
20,000,000
|
None
|
|
5% Series due 1990
|
20,000,000
|
None
|
|
4 5/8% Series due 1994
|
25,000,000
|
None
|
|
5 3/4% Series due 1996
|
35,000,000
|
None
|
|
5 5/8% Series due 1997
|
16,000,000
|
None
|
|
6 1/2% Series due September 1, 1997
|
18,000,000
|
None
|
|
7 1/8% Series due 1998
|
35,000,000
|
None
|
|
9 3/8% Series due 1999
|
25,000,000
|
None
|
|
9 3/8% Series due 2000
|
20,000,000
|
None
|
|
7 7/8% Series due 2001
|
25,000,000
|
None
|
|
7 1/2% Series due 2002
|
25,000,000
|
None
|
|
7 1/2% Series due November 1, 2002
|
25,000,000
|
None
|
|
8% Series due 2003
|
45,000,000
|
None
|
|
8 3/4% Series due 2004
|
45,000,000
|
None
|
|
9 1/2% Series due November 1, 1981
|
50,000,000
|
None
|
|
9 3/8% Series due September 1, 1983
|
50,000,000
|
None
|
|
8 3/4% Series due December 1, 2006
|
40,000,000
|
None
|
|
9% Series due January 1, 1986
|
75,000,000
|
None
|
|
10% Series due July 1, 2008
|
60,000,000
|
None
|
|
10 7/8% Series due May 1, 1989
|
45,000,000
|
None
|
|
13 1/2% Series due November 1, 2009
|
55,000,000
|
None
|
|
15 3/4% Series due December 1, 1988
|
50,000,000
|
None
|
|
16% Series due April 1, 1991
|
75,000,000
|
None
|
|
16 1/4% Series due December 1, 1991
|
100,000,000
|
None
|
|
12% Series due March 1, 1993
|
100,000,000
|
None
|
|
13 1/4% Series due March 1, 2013
|
100,000,000
|
None
|
|
13% Series due September 1, 2013
|
50,000,000
|
None
|
|
16% Series due August 1, 1994
|
100,000,000
|
None
|
|
14 3/4% Series due November 1, 2014
|
55,000,000
|
None
|
|
15 1/4% Series due December 1, 2014
|
35,000,000
|
None
|
|
14% Series due December 1, 1992
|
60,000,000
|
None
|
|
14 1/4% Series due December 1, 1995
|
15,000,000
|
None
|
|
10 1/2% Series due April 1, 1993
|
200,000,000
|
None
|
|
10 3/8% Series due November 1, 2016
|
280,000,000
|
None
|
|
Series 1988A due September 30, 1988
|
13,334,000
|
None
|
|
Series 1988B due September 30, 1988
|
10,000,000
|
None
|
|
Series 1988C due September 30, 1988
|
6,667,000
|
None
|
|
10.36% Series due December 1, 1995
|
75,000,000
|
None
|
|
10 1/8% Series due April 1, 2020
|
100,000,000
|
None
|
|
Environmental Series A due June 1, 2021
|
52,500,000
|
None
|
|
Environmental Series B due April 1, 2022
|
20,940,000
|
None
|
|
7.74% Series due July 1, 2002
|
179,000,000
|
None
|
|
8 1/2% Series due July 1, 2022
|
90,000,000
|
None
|
|
Environmental Series C due December 1, 2022
|
25,120,000
|
None
|
|
6% Series due March 1, 2000
|
100,000,000
|
None
|
|
Environmental Series D due May 1, 2023
|
34,364,000
|
None
|
|
Environmental Series E due December 1,2023
|
25,991,667
|
None
|
|
Environmental Series F due July 1, 2024
|
21,335,000
|
None
|
|
Collateral Series 1994-A, due July 2, 2017
|
117,805,000
|
None
|
|
Collateral Series 1994-B, due July 2, 2017
|
58,865,000
|
None
|
|
Collateral Series 1994-C, due July 2, 2017
|
31,575,000
|
None
|
|
8 3/4% Series due March 1, 2026
|
115,000,000
|
None
|
|
6 1/2% Series due March 1, 2008
|
115,000,000
|
None
|
|
5.80% Series due March 1, 2002
|
75,000,000
|
None
|
|
Environmental Series G due June 1, 2030
|
67,200,000
|
None
|
|
8 1/2% Series due June 1, 2003
|
150,000,000
|
None
|
|
7.60% Series due April 1, 2032
|
150,000,000
|
$150,000,000
|
|
5.50% Series due April 1, 2019
|
100,000,000
|
100,000,000
|
|
6.40% Series due October 1, 2034
|
70,000,000
|
70,000,000
|
|
5.09% Series due November 1, 2014
|
115,000,000
|
115,000,000
|
|
4.67% Series due June 1, 2010
|
55,000,000
|
55,000,000
|
|
5.56% Series due September 1, 2015
|
100,000,000
|
100,000,000
|
|
6.30% Series due September 1, 2035
|
100,000,000
|
100,000,000
|
|
5.83% Series due November 1, 2010
|
150,000,000
|
150,000,000
|
|
6.50% Series due September 1, 2018
|
$300,000,000
|
$300,000,000
|
which bonds are also hereinafter sometimes called bonds of the
First through ___________ 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 restrictions if already
restricted, and the Company may enter into any further covenants,
limitations or restrictions for the benefit of an
|