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Supplemental Indenture

Indenture Agreement

Supplemental Indenture | Document Parties: ENTERGY LOUISIANA, LLC | BANK OF NEW YORK MELLON | HARRIS TRUST COMPANY OF NEW YORK | LOUISIANA POWER & LIGHT COMPANY You are currently viewing:
This Indenture Agreement involves

ENTERGY LOUISIANA, LLC | BANK OF NEW YORK MELLON | HARRIS TRUST COMPANY OF NEW YORK | LOUISIANA POWER & LIGHT COMPANY

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Title: Supplemental Indenture
Governing Law: Louisiana     Date: 5/12/2009

Supplemental Indenture, Parties: entergy louisiana  llc , bank of new york mellon , harris trust company of new york , louisiana power & light company
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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


 
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