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 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 __________________ Eightieth Supplemental Indenture Dated as of October 1, 2010 __________________ Relating to an Issue of First Mortgage Bonds, Series F due November 1, 2015 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

 

Counterpart __ of 50

 

 

 

 

(Successor by merger to Entergy Gulf States, Inc., formerly Gulf States Utilities Company)

 

 

446 North Boulevard

Baton Rouge, Louisiana 70802

 

 

TO

 

 

(Formerly The Bank of New York, successor to JPMorgan Chase Bank, N.A.)

as Trustee

 

 

101 Barclay Street

New York, New York 10286

 

 

__________________

 

 

 

 

 

 

 

Dated as of October 1, 2010

 

 

__________________

 

 

Relating to an Issue of First Mortgage Bonds,

Series F due November 1, 2015

and Supplementing Indenture of Mortgage

dated September 1, 1926

__________________

 

 

 

 

 

 

 

 

THIS EIGHTIETH SUPPLEMENTAL INDENTURE, dated as of the 1st day of October, 2010, 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 su pplemental thereto hereinafter mentioned (hereinafter sometimes called the Trustee), party of the second part;

 

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, 2018, 2024, 2020 and 2028E 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, the name of The Bank of New York, successor trustee, as aforesaid, was duly changed effective July 1, 2008 to “The Bank of New York Mellon”; and

 

 

WHEREAS, the Company has heretofore executed and delivered to The Bank of New York Mellon, as successor trustee, the Seventy-sixth through Seventy-ninth Supplemental Indentures, supplementing and modifying said Original Indenture; 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 Eightieth 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 F due November 1, 2015, such Bonds when originally issued to be dated October 5, 2010 and to mature on November 1, 2015 (hereinafter sometimes referred to as the Bonds of the 2015 F Series, and presently to issue $32,606,000 aggregate principal amount of the Bonds of the 2015 F 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 2015 F 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 Eightieth Supplemental Indenture have been in all respects duly authorized;

 

 

NOW, THEREFORE, THIS EIGHTIETH 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 2015 F 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 2015 F 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 exe cuted and delivered this Eightieth 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, tunne ls, 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, 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), whether or not useful in the generation, manufacture, production, transportation, distribution, sale or supplying of electricity, steam, water or gas.

 

 

CLAUSE IV

 

PROPERTIES EXCEPTED

 

 

There is, however, expressly excepted and excluded from the lien and operation of this Indenture (1) all “excepted property” as defined and described in Granting Clause VII of the Original Indenture, as restated by the Seventh Supplemental Indenture (omitting from such exception specifically described property thereafter expressly subjected to the lien of the Indenture), (2) all property owned by the Company prior to the Merger and (3) all property acquired by the Company after the Merger not constituting substitutions, replacements, additions, betterments, developments, extensions or enlargements to, of or upon the trust estate allocated to the Company by the Merger Documents.

 

 

TO HAVE AND TO HOLD the trust estate and all and singular the lands, properties, estates, rights, franchises, privileges and appurtenances hereby mortgaged, hypothecated, conveyed, pledged or assigned, or intended so to be, together with all the appurtenances thereto appertaining and the rents, issues and profits thereof, unto the Trustee and its successors in trust and to its assigns, forever.

 

 

SUBJECT, HOWEVER, to the exceptions (except as omitted above in Clause IV hereof), reservations, restrictions, conditions, limitations, covenants and matters recited in Article Twenty of the Indenture, and in each respective Article Three of the Eighth and each consecutive succeeding Supplemental Indenture through the Seventeenth Supplemental Indenture and, likewise, of the Nineteenth through the Thirty-seventh Supplemental Indentures and, likewise, of the Thirty-ninth through the Fifty-seventh Supplemental Indentures or contained in any deeds and other instruments whereunder the Company has acquired any of the property now owned by it, to permitted encumbrances as defined in Subsection B of Section 1.07 of the Indenture, and, with respect to any property which the Company may hereafter acquire, to all terms, conditions, agreements, c ovenants, exceptions and reservations expressed or provided in the deeds or other instruments, respectively, under and by virtue of which the Company shall hereafter acquire the same and to any liens thereon existing, and to any liens for unpaid portions of the purchase money placed thereon, at the time of such acquisition.

 

 

BUT, IN TRUST, NEVERTHELESS, for the equal and proportionate use, benefit, security and protection of those who from time to time shall hold the Bonds and coupons, if any, authenticated and delivered under the Indenture and duly issued by the Company, without any discrimination, preference or priority of any one Bond or coupon, if any, over any other by reason of priority in the time of issue, sale or negotiation thereof or otherwise, except as provided in Section 12.28 of the Original Indenture, as restated by the Seventh Supplemental Indenture, so that, subject to said Section 12.28 of the Original Indenture, as restated by the Seventh Supplemental Indenture, each and all of said Bonds and coupons, if any, shall have the same right, lien and privilege under the Indenture and shall be equally secured thereby and shall have the same p roportionate interest and share in the trust estate, with the same effect as if all the Bonds and coupons, if any, had been issued, sold and negotiated simultaneously.

 

 

AND UPON THE TRUSTS, USES AND PURPOSES and subject to the covenants, agreements and conditions of the Original Indenture as modified and supplemented by previous supplemental indentures and by this Eightieth Supplemental Indenture.

 

ARTICLE ONE

BONDS OF THE 2015 F SERIES AND

CERTAIN PROVISIONS RELATING THERETO

 

Section 1.01

 

 

A.   Terms of Bonds of the 2015 F Series. There is hereby established a new series of Bonds to be issued under and secured by the Indenture, to be known as and entitled “First Mortgage Bonds, Series F due November 1, 2015”. The principal amount of the Bonds of the 2015 F Series shall not be limited except as provided in Section 3.01 of the Indenture, and except as may otherwise be provided in an indenture supplemental to the Indenture. The definitive Bonds of the 2015 F Series shall be registered Bonds without coupons of the denominations of $1,000 and in multiples of $1,000 in excess thereof as shall be authorized by written order of the Company, numbered R-1 consecutively upwards. Bonds of the 2015 F Series may be issued in the first instance (until definitive Bonds to be issued in exchange therefor are pr epared and ready for delivery) as temporary Bonds dated October 5, 2010, in denominations of $1,000 and of such multiples of $1,000 as shall have been authorized, as aforesaid, numbered TR-1 consecutively upwards, in substantially the form of Bond set forth in Section 1.01B of this Eightieth Supplemental Indenture, with changes therein appropriate to their character.

 

 

Bonds of the 2015 F Series shall be dated as provided in Section 3.05 of the Indenture. The Bonds of the 2015 F Series shall mature on November 1, 2015.

 

 

The principal of the Bonds of the 2015 F Series will be paid in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, at the corporate trust office in the Borough of Manhattan, City and State of New York, of the Trustee.

 

 

The Bonds of the 2015 F Series shall be issued in the aggregate principal amount of $32,606,000 and delivered to, and registered in the name of, The Bank of New York Mellon Trust Company, N.A. (the “LPFA Trustee”), the trustee under the Trust Indenture, dated as of October 1, 2010 (hereinafter called the "LPFA Indenture"), of the Louisiana Public Facilities Authority (hereinafter called the "LPFA"), relating to its 2.875% Revenue Bonds (Entergy Gulf States Louisiana, L.L.C. Project) Series 2010B (hereinafter called the "LPFA Bonds"), in order to evidence the Company's obligation to make certain payments under the Loan Agreement, dated as of October 1, 2010, between the LPFA and the Company (the "Loan Agreement").

 

 

The obligation of the Company to make any payment of principal of the Bonds of the 2015 F Series, whether at maturity, upon redemption or otherwise, shall be reduced by the amount of any reduction under the LPFA Indenture of the amount of the corresponding payment required to be made by the LPFA thereunder in respect of the principal of, or premium, if any, or interest on the LPFA Bonds, so that the aggregate principal amount of the Bonds of the 2015 F Series held by the LPFA Trustee after such reduction is as close as possible to, but not less than, the sum of the aggregate principal amount of the LPFA Bonds then outstanding plus eight and one-half months of the annual interest on such LPFA Bonds.  The Trustee may conclusively presume that the obligation of the Company to pay the principal of the Bonds of the 2015 F Series as the same shall become due and payable shall have been fully satisfied and discharged unless and until the Trustee shall have received a written notice (which may be a facsimile followed by a hard copy) from the LPFA Trustee, signed by its President, a Vice President or a Trust Officer, stating that the corresponding payment of principal of or interest on the LPFA Bonds has become due and payable and has not been fully paid and specifying the amount of funds required to make such payment.

 

 

In the event that the LPFA Bonds outstanding under the LPFA Indenture shall become immediately due and payable pursuant to Section 10.2 of the LPFA Indenture, upon the occurrence of an Event of Default under Section 10.1 (a), (b) or (e) of the LPFA Indenture, all the Bonds of the 2015 F Series, then outstanding, shall be redeemed by the Company, on the date such LPFA Bonds shall have become immediately due and payable, at a redemption price of 100% of the principal amount thereof. In the event that any LPFA Bonds are to be redeemed pursuant to Article III of the LPFA Indenture, the Bonds of the 2015 F Series, in a principal amount equal, as nearly as practicable, to the sum of (i) the principal amount of such LPFA Bonds being redeemed, and (ii) eight and one-half months of the annual int erest due on such LPFA Bonds being redeemed shall be redeemed by the Company, on the date fixed for the redemption of such LPFA Bonds, at a redemption price of 100% of the principal amount thereof. The Trustee may conclusively presume that no redemption of the Bonds of the 2015 F Series is required pursuant to this paragraph unless and until the Trustee shall have received a written notice (which may be a facsimile followed by a hard copy) from the LPFA Trustee, signed by its President, a Vice President or a Trust Officer, stating that, as the case may be, the LPFA Bonds have become immediately due and payable pursuant to Section 10.2 of the LPFA Indenture, upon the occurrence of an Event of Default under Section 10.1 (a), (b) or (e) of the LPFA Indenture, or that the LPFA Bonds (or any portion thereof) are to be redeemed pursuant to Article III of the LPFA Indenture and specifying the date fixed for redemption and the principal amount thereof. Said notice shall also contain a waiver of notice of such redemp tion by the LPFA Trustee, as the holder of all the Bonds of the 2015 F Series then outstanding. As a condition to any redemption pursuant to this subsection (II), the LPFA Trustee is required to present the Bonds of the 2015 F Series to the Trustee for payment.

 

 

The Bonds of the 2015 F Series may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto or with the rules or regulations of any stock exchange or to conform to usage with respect thereto.

 

 

The Bonds of the 2015 F Series shall not be transferable except to a successor trustee under the LPFA Indenture.

 

 

The definitive Bonds of the 2015 F Series may be issued in the form of Bonds engraved, printed, lithographed, or partly engraved and partly printed or lithographed, on steel engraved borders or typed.

 

 

Upon compliance with the provisions of Section 3.10 of the Indenture and upon payment, at the option of the Company, of the charges provided in Section 3.11 of the Indenture, subject to the provisions of any legend set forth thereon, Bonds of the 2015 F Series may be exchanged for a new Bond or Bonds of the said Series of different authorized denominations of like aggregate principal amount. The Company hereby waives any right to make a charge for any exchange or transfer of Bonds of the 2015 F Series.

 

 

The Trustee hereunder shall, by virtue of its office as such Trustee, be the registrar and transfer agent of the Company for the purpose of registering and transferring Bonds of the 2015 F Series.

 

B.   Form of Bonds of the 2015 F Series. The Bonds of the 2015 F Series, and the Trustee’s authentication certificate to be executed on the Bonds of the 2015 F Series, shall be in substantially the following forms, respectively:

 

[FORM OF FACE OF BOND OF THE 2015 F SERIES]

 

 

THIS BOND IS NOT TRANSFERABLE EXCEPT TO THE SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF OCTOBER 1, 2010, BETWEEN THE LOUISIANA PUBLIC FACILITIES AUTHORITY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE.

 

 

 

No. R-___		CUSIP
$_____________

 

ENTERGY GULF STATES LOUISIANA, L.L.C.

FIRST MORTGAGE BOND, SERIES F

DUE NOVEMBER 1, 2015

 

 

ENTERGY GULF STATES LOUISIANA, L.L.C., a Louisiana limited liability company (hereinafter sometimes called the “Company”), for value received, hereby promises to pay to The Bank of New York Mellon Trust Company, N.A., as Trustee under the Trust Indenture dated as of October 1, 2010 between the Louisiana Public Facilities Authority and the Trustee, or registered assigns, the principal amount set forth above on November 1, 2015.

 

 

The principal of this bond will be paid in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, at the corporate trust office in the Borough of Manhattan, City and State of New York, of the Trustee under the Indenture.

 

 

This bond shall not become or be valid or obligatory for any purpose until the authentication certificate hereon shall have been signed by the Trustee.

 

 

The provisions of this bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

 

 

IN WITNESS WHEREOF, Entergy Gulf States Louisiana, L.L.C. has caused these presents to be executed in its company name, by facsimile signature or manually, by its President or one of its Vice Presidents and by its Treasurer or an Assistant Treasurer under its company seal or a facsimile thereof, all as of _________, 20__.

 

ENTERGY GULF STATES LOUISIANA, L.L.C.

By: _____________________________________

       Name:

       Title:

 

And By: __________________________

  Name:

  Title:

 

 

 

[FORM OF REVERSE OF BOND OF THE 2015 F SERIES]

 

 

 

 

ENTERGY GULF STATES LOUISIANA, L.L.C.

FIRST MORTGAGE BOND, SERIES F

DUE NOVEMBER 1, 2015 (Continued)

 

 

This bond is one of the bonds, of the above designated series, of an authorized issue of bonds of the Company, known as First Mortgage Bonds, issued or issuable in one or more series under and equally secured (except insofar as any sinking and/or improvement fund or other fund established in accordance with the provisions of the Indenture hereinafter mentioned may afford additional security for the bonds of any specific series) by an Indenture of Mortgage dated September 1, 1926, as supplemented and modified by indentures supplemental thereto, to and including a Eightieth Supplemental Indenture dated as of October 1, 2010 to The Bank of New York Mellon, as Trustee, to which Indenture of Mortgage, as so supplemented and modified, and all indentures supplemental thereto (herein sometimes called the Indenture) reference is hereby ma de for a description of the property mortgaged and pledged as security for said bonds, the nature and extent of the security, and the rights, duties and immunities thereunder of the Trustee, the rights of the holders of said bonds and of the Trustee and of the Company in respect of such security, and the terms upon which said bonds may be issued thereunder.

 

 

This bond has been issued in the aggregate principal amount of $32,606,000 and delivered to, and registered in the name of, The Bank of New York Mellon Trust Company, N.A. (the “LPFA Trustee”), the trustee under the Trust Indenture, dated as of October 1, 2010 (hereinafter called the "LPFA Indenture"), of the Louisiana Public Facilities Authority (hereinafter called the "LPFA"), relating to its 2.875% Revenue Bonds (Entergy Gulf States Louisiana, L.L.C. Project) Series 2010B (hereinafter called the "LPFA Bonds"), in order to evidence the Company's obligation to make certain payments under the Loan Agreement, dated as of October 1, 2010, between the LPFA and the Company (the "Loan Agreement").

 

 

The obligation of the Company to make any payment of principal of this bond, whether at maturity, upon redemption or otherwise, shall be reduced by the amount of any reduction under the LPFA Indenture of the amount of the corresponding payment required to be made by the LPFA thereunder in respect of the principal of, or premium, if any, or interest on the LPFA Bonds, so that the aggregate principal amount of this bond held by the LPFA Trustee after such reduction is as close as possible to, but not less than, the sum of the aggregate principal amount of the LPFA Bonds then outstanding plus eight and one-half months of the annual interest on such LPFA Bonds.  The Trustee may conclusively presume that the obligation of the Company to pay the principal of the bonds of this series as the same shall become due and payable shall have been fully satisfied and discharged unless and until the Trustee shall have received a written notice (which may be a facsimile followed by a hard copy) from the LPFA Trustee, signed by its President, a Vice President or a Trust Officer, stating that the corresponding payment of principal of or interest on the LPFA Bonds has become due and payable and has not been fully paid and specifying the amount of funds required to make such payment.

 

 

In the event that the LPFA Bonds outstanding under the LPFA Indenture shall become immediately due and payable pursuant to Section 10.2 of the LPFA Indenture, upon the occurrence of an Event of Default under Section 10.1 (a), (b) or (e) of the LPFA Indenture, all the bonds of this series, then outstanding, shall be redeemed by the Company, on the date such LPFA Bonds shall have become immediately due and payable, at a redemption price of 100% of the principal amount thereof. In the event that any LPFA Bonds are to be redeemed pursuant to Article III of the LPFA Indenture, the bonds of this series, in a principal amount equal, as nearly as practicable, to the sum of (i) the principal amount of such LPFA Bonds being redeemed, and (ii) eight and one-half months of the annual interest due on such LPFA Bonds being redeemed shall be redeemed by the Company, on the date fixed for the redemption of such LPFA Bonds, at a redemption price of 100% of the principal amount thereof. The Trustee may conclusively presume that no redemption of the bonds of this series is required pursuant to this paragraph unless and until the Trustee shall have received a written notice (which may be a facsimile followed by a hard copy) from the LPFA Trustee, signed by its President, a Vice President or a Trust Officer, stating that, as the case may be, the LPFA Bonds have become immediately due and payable pursuant to Section 10.2 of the LPFA Indenture, upon the occurrence of an Event of Default under Section 10.1 (a), (b) or (e) of the LPFA Indenture, or that the LPFA Bonds (or any portion thereof) are to be redeemed pursuant to Article III of the LPFA Indenture and specifying the date fixed for redemption and the principal amount thereof. Said notice shall also contain a waiver of notice of such redemption by the LPFA T rustee, as the holder of all the bonds of this series then outstanding. As a condition to any redemption pursuant to this subsection (II), the LPFA Trustee is required to present the bonds of this series to the Trustee for payment.

 

 

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than seventy-five percent in principal amount of the bonds (exclusive of the bonds disqualified by reason of the Company’s interest therein) at the time outstanding, including, if more than one series of bonds shall be at the time outstanding, not less than sixty percent in principal amount of each series affected, to effect, by an indenture supplemental to the Indenture, modifications or alterations of the Indenture and of the rights and obligations of the Company and of the holders of the bonds; provided, however, that no such modification or alteration shall be made without the written approval or consent of the registered owner hereof which will (a) extend the maturity of this bond or reduce the rate or exten d the time of payment of interest hereon or reduce the amount of the principal hereof, or (b) permit the creation of any lien, not otherwise permitted, prior to or on a parity with the lien of the Indenture, or (c) reduce the percentage of the principal amount of the bonds upon the approval or consent of the holders of which modifications or alterations may be made as aforesaid.

 

 

Subject to the restriction noted on this bond, this bond is transferable by the registered owner hereof in person or by his or her duly authorized attorney at the corporate trust office in the Borough of Manhattan, City and State of New York, of the Trustee upon surrender of this bond for cancellation and upon payment, if the Company shall so require, of the charges provided for in the Indenture, and thereupon a new registered bond of the same series of like principal amount will be issued to the transferee in exchange therefor.

 

 

The registered owner of this bond, at the option of said owner, may surrender the same for cancellation at said office and receive in exchange therefor the same aggregate principal amount of bonds of the same series but of other authorized denominations, upon payment, if the Company shall so require, of the charges provided for in the Indenture and subject to the terms and conditions therein set forth.

 

 

If a default as defined in the Indenture shall occur, the principal of this bond may become or be declared due and payable before maturity in the manner and with the effect provided in the Indenture. The holders, however, of certain specified percentages of the bonds at the time outstanding, including in certain cases specified percentages of bonds of particular series, may in those cases, to the extent and under the conditions provided in the Indenture, waive certain defaults thereunder and the consequences of such defaults.

 

 

No recourse shall be had for the payment of the principal of or the interest on this bond, or for any claim based hereon, or otherwise in respect hereof or of the Indenture, against any incorporator, shareholder, director or officer, past, present or future, as such, of the Company or of any predecessor or successor company, either directly or through the Company or such predecessor or successor company, under any constitution or statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability of incorporators, shareholders, directors and officers, as such, being waived and released by the holder and owner hereof by the acceptance of this bond and as provided in the Indenture.

 

 

[FORM OF TRUSTEE’S AUTHENTICATION CERTIFICATE FOR BONDS]

 

 

 

 

TRUSTEE’S AUTHENTICATION CERTIFICATE

 

 

This is one of the bonds, of the series designated therein, described in the within-mentioned Indenture.

 

THE BANK OF NEW YORK MELLON,

As Trustee

 

By: ______________________________

      Authorized Officer

 

Section 1.02.  Redemption Provisions for Bonds of the 2015 F Series.  The Bonds of the 2015 F Series shall be subject to redemption, in whole or in part, prior to maturity as provided in the Form of Bonds of the 2015 F Series set forth in Section 1.01B of this Eightieth Supplemental Indenture.

 

 

Section 1.03.  Duration of Effectiveness of Article One.  Sections 1.01 and 1.02 of this article shall be of force and effect only so long as any Bonds of the 2015 F Series are outstanding.

 

 

ARTICLE TWO

 

 

Section 2.01.  This Eightieth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture as supplemented and modified. As heretofore supplemented and modified, and as supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture, as heretofore supplemented and modified, and this Eightieth Supplemental Indenture shall be read, taken and construed as one and the same instrument.

 

 

Section 2.02.  The recitals in this Eightieth Supplemental Indenture are made by the Company only and not by the Trustee; and all of the provisions contained in the Original Indenture as supplemented and modified, in respect to the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect hereof as fully and with like effect as if set forth herein in full.

 

 

Section 2.03.  Although this Eightieth Supplemental Indenture is dated for convenience and for the purpose of reference as of October 1, 2010, the actual date or dates of execution by the Company and by the Trustee are as indicated by their respective acknowledgements hereto annexed.

 

 

Section 2.04.  In order to facilitate the recording or filing of this Eightieth Supplemental Indenture, the same may be simultaneously executed in several counterparts and each shall be deemed to be an original and such counterparts shall together constitute one and the same instrument.

 

 

Section 2.05.  The words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Eightieth Supplemental Indenture. All other terms used in this Eightieth Supplemental Indenture shall be taken to have the same meaning as in the Original Indenture and indentures supplemental thereto, except in cases where the context clearly indicates otherwise.

 

    IN TESTIMONY WHEREOF, ENTERGY GULF STATES LOUISIANA, L.L.C. has caused these presents to be executed in its name and behalf by its President or a Vice President and its company seal to be hereunto affixed or a facsimile thereof printed hereon and attested by its Secretary or an Assistant Secretary, and THE BANK OF NEW YORK MELLON, in token of its acceptance hereof, has likewise caused these presents to be executed in its name and behalf by its President or a Vice President and its corporate seal to be hereunto affixed and attested by a Vice President, an Assistant Vice President or a Trust Officer, each in the presence of the respective undersigned Notaries Public, and of the respective undersigned competent witnesses, as of the day and year first above written.

 

 

ENTERGY GULF STATES LOUISIANA, L.L.C.

 

 

By: /s/ Steven C. McNeal

      Name:  Steven C. McNeal

      Title:  Vice President and Treasurer     

 

 

(COMPANY SEAL)

 

 

Attest:

 

 

Name: Dawn A. Abuso

Title: Assistant Secretary

 

Signed in the presence of: 

Name: Leah W. Dawsey

 

Name: Shannon K. Ryerson

THE BANK OF NEW YORK MELLON

By: /s/ Scott I. Klein

      Name: Scott I. Klein

      Title: Vice President

 

Attest:

 

Name:  Laurence J. O’Brien

Title: Vice President

 

 

 

 

 

 

Signed, sealed and delivered in the presence of:

 

Name: Sherma Thomas

 

Name: Latoya Elvin

 

ENTERGY GULF STATES LOUISIANA, L.L.C.

 

 

United States of America,

State of Louisiana,                                           ss:

Parish of Orleans

 

 

I, the undersigned, a Notary Public duly qualified, commissioned, sworn and acting in and for the Parish and State aforesaid, hereby certify that, on this 30th day of September, 2010:

 

 

Before me personally appeared STEVEN C. McNEAL, Vice President and Treasurer, and DAWN A. ABUSO, Assistant Secretary, of Entergy Gulf States Louisiana, L.L.C., both of whom are known to me to be the persons whose names are subscribed to the foregoing instrument and both of whom are known to me to be Vice President and Treasurer, and Assistant Secretary, respectively, of said ENTERGY GULF STATES LOUISIANA, L.L.C., and separately acknowledged to me that they executed the same in the capacities therein stated for the purposes and considerations therein expressed and as the act and deed of ENTERGY GULF STATES LOUISIANA, L.L.C.

 

 

Before me personally came STEVEN C. McNEAL, to me known, who being by me duly sworn, did depose and say, that he resides in Mandeville, Louisiana; that he is Vice President and Treasurer of ENTERGY GULF STATES LOUISIANA, L.L.C., one of the companies described in and which executed the above instrument; that he knows the seal of said company; that the seal affixed to or printed on said instrument is such company seal; that it was so affixed by order of the Board of Directors of said company, and that he signed his name thereto by like order.

 

 

BE IT REMEMBERED, that before me, and in the presence of Leah W. Dawsey and Shannon K. Ryerson, competent witnesses, residing in said State, personally came and appeared STEVEN C. McNEAL and DAWN A. ABUSO, Vice President and Treasurer, and Assistant Secretary, respectively, of ENTERGY GULF STATES LOUISIANA, L.L.C., a limited liability company created by and existing under the laws of the State of Louisiana, with its Louisiana domicile in the City of Baton Rouge, Louisiana, and said STEVEN C. McNEAL and DAWN A. ABUSO declared and acknowledged to me, Notary, in the presence of the witnesses aforesaid, that they signed, executed and sealed the foregoing supplemental indenture for and on behalf of and in the name of ENTERGY GULF STATES LOUISIANA, L.L.C., and have affixed the company seal of said company to the same or caused it to be prin ted thereon, by and with the authority of the Board of Directors of said Company.

 

 

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 30th day of September, 2010.

 

 

(Notarial Seal)

 

Name: Jennifer B. Favalora, Notary Public No. 57639

Parish of Orleans, State of Louisiana

My Commission is for Life.

 

 

 

 

United States of America,

State of New York,                                           ss:

County of New York,

 

 

I, the undersigned, a Notary Public duly qualified, commissioned, sworn and acting in and for the County and State aforesaid, hereby certify that, on this 30th day of September, 2010:

 

 

Before me personally appeared SCOTT I. KLEIN, a Vice President of THE BANK OF NEW YORK MELLON, and LAURENCE J. O’BRIEN, a Vice President, both of whom are known to me to be the persons whose names are subscribed to the foregoing instrument and both of whom are known to me to be a Vice President of THE BANK OF NEW YORK MELLON, and separately acknowledged to me that they executed the same in the capacities therein stated for the purposes and consideration therein expressed, and as the act and deed of THE BANK OF NEW YORK MELLON.

 

 

Before me personally came SCOTT I. KLEIN, to me known, who being by me duly sworn, did depose and say, he resides in Forest Hills, New York; that he is a Vice President of THE BANK OF NEW YORK MELLON, one of the entities described in and which executed the above instrument; that he knows the seal of said entity; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said entity, and that he signed his name thereto by like order.

 

 

BE IT REMEMBERED, that before me, and in the presence of Sherma Thomas and Latoya Elvin, competent witnesses, residing in said state, personally came and appeared SCOTT I. KLEIN and LAURENCE J. O’BRIEN, each of whom being a Vice President of THE BANK OF NEW YORK MELLON, a New York banking corporation with a corporate trust office in the City of New York, New York, and said SCOTT I. KLEIN and LAURENCE J. O’BRIEN, declared and acknowledged to me, Notary, in the presence of the witnesses aforesaid that they signed, executed and sealed the foregoing supplemental indenture for and on behalf of and in the name of THE BANK OF NEW YORK MELLON, and have affixed the corporate seal of THE BANK OF NEW YORK MELLON to the same by and with the authority of the Board of Directors of THE BANK OF NEW YORK MELLON.

 

 

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 30th day of September, 2010.

 

Name: Daniel C. Marcel

Notary Public, State of New York

Notary Public No. 01MA6220648

Qualified in Westchester County

Commission Expires April 19, 2014