EAI 8-K
Entergy Arkansas, LLC (EAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On May 7, 2024, Entergy Arkansas, LLC (the “Company”) entered into an Underwriting Agreement for the sale of $400,000,000 aggregate principal amount of its First Mortgage Bonds, 5.45% Series due June 1, 2034 (the “2034 Bonds”), and $400,000,000 aggregate principal amount of its First Mortgage Bonds, 5.75% Series due June 1, 2054 (together with the 2034 Bonds, the “Bonds”). The sale of the Bonds closed on May 10, 2024. The Bonds were registered under the Securities Act of 1933, as amended, by means of the Company’s automatic shelf Registration Statement on Form S-3 (File No. 333-266624-05) (the “Registration Statement”), which such Registration Statement became effective upon filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description of Exhibit | |
| 4.66 | Eighty-seventh Supplemental Indenture establishing the terms of the Bonds. | |
| 5.02 | Opinion of Morgan, Lewis & Bockius LLP with respect to the Bonds. | |
| 5.03 | Opinion of Friday, Eldredge & Clark, LLP with respect to the Bonds. | |
| 5.04 | Opinion of Husch Blackwell LLP with respect to the Bonds. | |
| 23.11 | Consent of Morgan, Lewis & Bockius LLP with respect to its Opinion relating to the Bonds (included in Exhibit 5.02). | |
| 23.12 | Consent of Friday, Eldredge & Clark, LLP with respect to its Opinion relating to the Bonds (included in Exhibit 5.03). | |
| 23.13 | Consent of Husch Blackwell LLP with respect to its Opinion relating to the Bonds (included in Exhibit 5.04). | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Entergy Arkansas, LLC | ||||||
| (Registrant) | ||||||
Date: May 10, 2024 |
||||||
/s/ Barrett E. Green | ||||||
| (Signature) | ||||||
| Barrett E. Green | ||||||
| Vice President and Treasurer | ||||||
Exhibit 4.66
Counterpart __ of 20
ENTERGY ARKANSAS, LLC
(successor to Entergy Arkansas, Inc.)
TO
DEUTSCHE BANK TRUST COMPANY AMERICAS
(successor to Guaranty Trust Company of New York)
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, LLC’s Mortgage and Deed of Trust,
Dated as of October 1, 1944
EIGHTY-SEVENTH SUPPLEMENTAL INDENTURE
Providing among other things for
First Mortgage Bonds, 5.45% Series due June 1, 2034
(Ninety-third Series)
and
First Mortgage Bonds, 5.75% Series due June 1, 2054
(Ninety-fourth Series)
Dated as of May 1, 2024
- 1 -
EIGHTY-SEVENTH SUPPLEMENTAL INDENTURE
INDENTURE, dated as of May 1, 2024, between ENTERGY ARKANSAS, LLC, a limited liability company of the State of Texas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the “Company”), as successor to Entergy Arkansas, Inc., a corporation of the State of Arkansas converted to a corporation of the State of Texas on November 19, 2018 (hereinafter sometimes called the “Original 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 Global Transactional Banking, 1 Columbus Circle, 17th Floor, Mail Stop: NYC01-1710, New York, New York 10019 (hereinafter sometimes called the “Corporate 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 4655 Salisbury Road, Suite 300, 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 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 Original 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 “Eighty-seventh Supplemental Indenture”) being supplemental thereto.
WHEREAS, the Mortgage was appropriately filed or recorded in various official records in the States of Arkansas, Louisiana, Missouri, Tennessee and Wyoming; and
WHEREAS, an instrument, dated as of July 7, 1949, was executed by the Original 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, Louisiana, Missouri, Tennessee and Wyoming; and
WHEREAS, an instrument, dated as of March 1, 1960, was executed by the Original 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, Louisiana, Missouri, Tennessee and Wyoming; and
WHEREAS, by the Twenty-first Supplemental Indenture mentioned below, the Original 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
- 2 -
WHEREAS, by the Thirty-third Supplemental Indenture mentioned below, the Original 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 Original 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 Original 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 Original 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 Original 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 Original 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
- 3 -
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 Sixty-ninth Supplemental Indenture mentioned below, effective as of October 1, 2010, Stanley Burg resigned as Co-Trustee; and
WHEREAS, by the Mortgage the Original 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 Original 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 |
- 4 -
| 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 |
- 5 -
| Sixty-ninth Supplemental Indenture | October 1, 2010 | |
| Seventieth Supplemental Indenture | November 1, 2010 | |
| Seventy-first Supplemental Indenture | December 1, 2012 | |
| Seventy-second Supplemental Indenture | January 1, 2013 | |
| Seventy-third Supplemental Indenture | May 1, 2013 | |
| Seventy-fourth Supplemental Indenture | June 1, 2013 | |
| Seventy-fifth Supplemental Indenture | July 15, 2013 | |
| Seventy-sixth Supplemental Indenture | March 1, 2014 | |
| Seventy-seventh Supplemental Indenture | December 1, 2014 | |
| Seventy-eighth Supplemental Indenture | January 1, 2016 | |
| Seventy-ninth Supplemental Indenture | August 1, 2016 | |
| Eightieth Supplemental Indenture | May 1, 2018 |
which supplemental indentures were appropriately filed or recorded in various official records in the States of Arkansas, Louisiana, Missouri, Tennessee and Wyoming, as applicable; and
WHEREAS, effective as of November 19, 2018, the Original Company changed its state of incorporation from Arkansas to Texas and converted to a Texas corporation; and
WHEREAS, effective as of 11:58 pm Central Time, November 30, 2018, the Original Company allocated, subject to the Lien of the Mortgage, all or substantially all the Mortgaged and Pledged Property as an entirety to the Company (the “2018 Transfer”) pursuant to a Plan of Merger between the Original Company and the Company (the “2018 Transfer Documents”), pursuant to which, among other things, the Company succeeded to the ownership of all of the Original Company’s right, title and interest in and to the Mortgaged and Pledged Property as constituted immediately prior to the time that the 2018 Transfer became effective, and succeeded to all of the Original Company’s duties and obligations under the Mortgage and the bonds outstanding thereunder; and
WHEREAS, the Company executed and delivered to the Corporate Trustee the Eighty-first Supplemental Indenture, dated as of November 30, 2018 (“Eighty-first Supplemental Indenture”) in which the Company assumed and agreed to pay, duly and punctually, the principal of and interest on the bonds issued under the Mortgage in accordance with the provisions of said bonds and any coupons and of the Mortgage, and shall agree to perform and fulfill all the covenants and conditions of the Mortgage to be kept or performed by the Original Company, which Eighty-first Supplemental Indenture has been duly recorded in various official records in the States of Arkansas, Louisiana, Missouri and Tennessee and with the Secretary of State of Texas; and
WHEREAS, effective as of December 1, 2018, the name of the Company was changed from Entergy Arkansas Power, LLC to Entergy Arkansas, LLC; and
- 6 -
WHEREAS, the Company executed and delivered to the Trustees the following supplemental indentures:
| Designation |
Dated as of | |
| Eighty-second Supplemental Indenture | March 1, 2019 | |
| Eighty-third Supplemental Indenture | September 1, 2020 | |
| Eighty-fourth Supplemental Indenture | March 1, 2021 | |
| Eighty-fifth Supplemental Indenture | January 1, 2023 | |
| Eighty-sixth Supplemental Indenture | August 1, 2023 |
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 Original Company or 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 | ||||
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| 10 1/2% Series due 2004 |
40,000,000 | None | ||||
| 9 1/4% Series due November 1, 1981 |
60,000,000 | None | ||||
| 10 1/8% Series due July 1, 2005 |
40,000,000 | None | ||||
| 9 1/8% Series due December 1, 2007 |
75,000,000 | None | ||||
| 9 7/8% Series due July 1, 2008 |
75,000,000 | None | ||||
| 10 1/4% Series due February 1, 2009 |
60,000,000 | None | ||||
| 16 1/8% Series due December 1, 1986 |
70,000,000 | None | ||||
| 4 1/2% Series due September 1, 1983 |
1,202,000 | None | ||||
| 5 1/2% Series due January 1, 1988 |
598,310 | None | ||||
| 5 5/8% Series due May 1, 1990 |
1,400,000 | None | ||||
| 6 1/4% Series due December 1, 1996 |
3,560,000 | None | ||||
| 9 3/4% Series due September 1, 2000 |
4,600,000 | None | ||||
| 8 3/4% Series due March 1, 1998 |
9,800,000 | None | ||||
| 17 3/8% Series due August 1, 1988 |
75,000,000 | None | ||||
| 16 1/2% Series due February 1, 1991 |
80,000,000 | None | ||||
| 13 3/8% Series due December 1, 2012 |
75,000,000 | None | ||||
| 13 1/4% Series due February 1, 2013 |
25,000,000 | None | ||||
| 14 1/8% Series due December 1, 2014 |
100,000,000 | None | ||||
| Pollution Control Series A |
128,800,000 | None | ||||
| 10 1/4% Series due July 1, 2016 |
50,000,000 | None | ||||
| 9 3/4% Series due July 1, 2019 |
75,000,000 | None | ||||
| 10% Series due February 1, 2020 |
150,000,000 | None | ||||
| 10 3/8% Series due October 1, 2020 |
175,000,000 | None | ||||
| Solid Waste Disposal Series A |
21,066,667 | None | ||||
| Solid Waste Disposal Series B |
28,440,000 | None | ||||
| 7 1/2% Series due August 1, 2007 |
100,000,000 | None | ||||
| 7.90% Series due November 1, 2002 |
25,000,000 | None | ||||
| 8.70% Series due November 1, 2022 |
25,000,000 | None | ||||
| Pollution Control Series B |
46,875,000 | None | ||||
| 6.65% Series due August 1, 2005 |
115,000,000 | None | ||||
| 6% Series due October 1, 2003 |
155,000,000 | None | ||||
| 7% Series due October 1, 2023 |
175,000,000 | None | ||||
| Pollution Control Series C |
20,319,000 | None | ||||
| 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 | None | ||||
| 6.00% Series due November 1, 2032 |
100,000,000 | None | ||||
| 5.40% Series due May 1, 2018 |
150,000,000 | None | ||||
| 5.90% Series due June 1, 2033 |
100,000,000 | None | ||||
| 5% Series due July 1, 2018 |
115,000,000 | None | ||||
| 6.38% Series due November 1, 2034 |
60,000,000 | None | ||||
| 5.66% Series due February 1, 2025 |
175,000,000 | None |
- 8 -
| 5% Pollution Control Series E |
45,000,000 | None | ||||
| 4.5% Series due June 1, 2010 |
100,000,000 | None | ||||
| Pollution Control Series F |
56,378,000 | None | ||||
| 5.40% Series due August 1, 2013 |
300,000,000 | None | ||||
| 5.75% Series due November 1, 2040 |
225,000,000 | None | ||||
| 3.75% Series due February 15, 2021 |
350,000,000 | None | ||||
| 4.90% Series due December 1, 2052 |
200,000,000 | None | ||||
| Pollution Control Series G |
55,266,000 | None | ||||
| Pollution Control Series H |
45,713,000 | None | ||||
| 3.05% Series due June 1, 2023 |
250,000,000 | None | ||||
| 4.75% Series due June 1, 2063 |
125,000,000 | None | ||||
| 2013 Credit Agreement Collateral Series due January 26, 2015 |
255,000,000 | None | ||||
| 3.70% Series due June 1, 2024 |
375,000,000 | 375,000,000 | ||||
| 4.95% Series due December 15, 2044 |
250,000,000 | 250,000,000 | ||||
| 3.5% Series due April 1, 2026 |
600,000,000 | 600,000,000 | ||||
| 4.875% Series due September 1, 2066 |
410,000,000 | 410,000,000 | ||||
| 4.00% Series due June 1, 2028 |
350,000,000 | 350,000,000 | ||||
| 4.20% Series due April 1, 2049 |
550,000,000 | 550,000,000 | ||||
| 2.65% Series due June 15, 2051 |
675,000,000 | 675,000,000 | ||||
| 3.35% Series due June 15, 2052 |
400,000,000 | 400,000,000 | ||||
| 5.15% Series due January 15, 2033 |
425,000,000 | 425,000,000 | ||||
| 5.30% Series due September 15, 2033 |
300,000,000 | 300,000,000 |
which bonds are also hereinafter sometimes called bonds of the First through Ninety-second Series, respectively; and
WHEREAS, the Company is lawfully entitled to assume or operate the Mortgaged and Pledged Property; 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
- 9 -
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 two new series of bonds, hereinafter referred to as bonds of the Ninety-third Series and bonds of the Ninety-fourth Series, respectively, unless the context otherwise requires, and (pursuant to the provisions of Section 120 of the Mortgage) to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented; and
WHEREAS, the execution and delivery by the Company of this Eighty-seventh Supplemental Indenture, and the terms of the bonds of the Ninety-third Series and bonds of the Ninety-fourth Series, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That the Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto The Bank of New York Mellon Trust Company, National Association (as to property, real or personal, situated or being in Missouri) and (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, (a) all of the Mortgaged and Pledged Property acquired by the Company from the Original Company pursuant to the 2018 Transfer Documents, and improvements, extensions and additions thereto and renewals and replacements thereof, (b) the property made and used by the Company as the basis under any of the provisions of the Mortgage, as supplemented, for the authentication and delivery of additional bonds or the withdrawal of cash or the release of property, (c) such franchises, repairs and additional property as may be acquired, made or constructed by the Company (1) to maintain, renew and preserve the franchises covered
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by this Mortgage, as supplemented, or (2) to maintain the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented, as an operating system or systems in good repair, working order and condition, or (3) in rebuilding or renewal of property, subject to the Lien of the Mortgage, as supplemented, damaged or destroyed, or (4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers, poles, wire, pipe, tools, implements and furniture, subject to the Lien of the Mortgage, as supplemented, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operation of the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented, and (d) all property, real, personal or mixed, of any kind or nature (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), subject to the provisions of Section 87 of the Mortgage, acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the effective time of the 2018 Transfer 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 Eighty-seventh 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.
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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 Eighty-seventh 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 supplies consumable in the operation of any properties of the Company; street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage, as heretofore supplemented, or covenanted so to be; the Company’s contractual rights or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) the Company’s franchise to be a corporation; (7) the properties heretofore sold or in the process of being sold by the Company and heretofore released from the Mortgage and Deed of Trust dated as of October 1, 1926 from Arkansas Power & Light Company to Guaranty Trust Company of New York, trustee, and specifically described in a release instrument executed by Guaranty Trust Company of New York, as trustee, dated October 13, 1938, which release has heretofore been delivered by the said trustee to the Company and recorded by the Company in the office of the Recorder for Garland
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County, Arkansas, in Record Book 227, Page 1, all of said properties being located in Garland County, Arkansas; and (8) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage, as heretofore supplemented, and this Eighty-seventh Supplemental Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that any or all of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.
TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, 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) unto Deutsche Bank Trust Company Americas, as Trustees, and their successors and assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as heretofore supplemented, this Eighty-seventh Supplemental Indenture being supplemental to the Mortgage.
AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as heretofore supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors in the trust in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustees, by the Mortgage as a part of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows:
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I.
NINETY-THIRD SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated “5.45% Series due June 1, 2034” (herein sometimes called the “Ninety-third Series”), each of which shall also bear the descriptive title “First Mortgage Bond,” and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Ninety-third Series (which shall be initially issued in the aggregate principal amount of $400,000,000) shall mature on June 1, 2034, shall be issued as fully registered bonds in the denomination of One thousand Dollars and, at the option of the Company, in any multiple or multiples of One thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof), shall bear interest at the rate of 5.45% per annum, the first interest payment to be made on December 1, 2024, for the period from May 10, 2024 to December 1, 2024 with subsequent interest payments payable semi-annually in arrears on June 1 and December 1 of each year (each a “2034 Bonds Interest Payment Date”), shall be dated as in Section 10 of the Mortgage provided, and the principal of and interest on each said bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.
Interest on the bonds of the Ninety-third Series will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any 2034 Bonds Interest Payment Date, redemption date or maturity of any bond of the Ninety-third Series shall not be a Business Day (as defined herein), then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding 2034 Bonds Interest Payment Date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such 2034 Bonds Interest Payment Date, redemption date or maturity, as the case may be, to such Business Day. “Business Day” means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the Corporate Trustee is closed for business.
So long as all of the bonds of the Ninety-third Series are held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest on the bonds of the Ninety-third Series shall be the Business Day immediately preceding the corresponding 2034 Bonds Interest Payment Date; provided, however, that the record date for the payment of interest which is paid after such 2034 Bonds Interest Payment Date, shall be the Business Day immediately preceding the date on which such interest is paid. Interest on the bonds of the Ninety-third Series shall be paid to the Person in whose name such bonds of the Ninety-third Series are registered at the close of business on the record date for the corresponding 2034 Bonds Interest Payment Date.
(I) Form of Bonds of the Ninety-third Series.
The Bonds of the Ninety-third Series, and the Corporate Trustee’s authentication certificate to be executed on the Bonds of the Ninety-third Series, shall be in substantially the following forms, respectively:
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[FORM OF FACE OF BOND OF THE NINETY-THIRD SERIES]
[depository legend]
Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
(TEMPORARY REGISTERED BOND)
| No.TR- | CUSIP 29366M AF5 | |
| $ |
ENTERGY ARKANSAS, LLC
FIRST MORTGAGE BOND, 5.45% SERIES
DUE JUNE 1, 2034
ENTERGY ARKANSAS, LLC, a limited liability company of the State of Texas (hereinafter called the Company), for value received, hereby promises to pay to or registered assigns, on June 1, 2034 at the office or agency of the Company in the Borough of Manhattan, The City of New York,
DOLLARS
in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from May 10, 2024, if the date of this bond is prior to December 1, 2024, or if the date of this bond is on or after December 1, 2024, from the June 1 or the December 1 next preceding the date of this bond to which interest has been paid on the bonds of this series (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of 5.45% per annum in like coin or currency at said office or agency on June 1 and December 1 of each year, commencing December 1, 2024, until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under the applicable law) on any overdue installment of interest at the rate of 6% per annum. So long as this bond is held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of
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interest hereon shall be the Business Day (as defined in the Eighty-seventh Supplemental Indenture referred to below) immediately preceding the date on which interest is due; provided, however, that the record date for the payment of interest which is paid after the date on which such interest is due, shall be the Business Day immediately preceding the date on which such interest is paid. Interest hereon shall be paid to the Person in whose name this bond is registered at the close of business on the record date for the payment of such interest. If any interest payment date for this bond falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If the maturity date or any redemption date of this bond falls on a day that is not a Business Day, the payment of principal and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.
This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series known as its First Mortgage Bonds, 5.45% Series due June 1, 2034, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Eighty-seventh Supplemental Indenture dated as of May 1, 2024, called the Mortgage), dated as of October 1, 1944, executed by the Company to Guaranty Trust Company of New York (Deutsche Bank Trust Company Americas, successor) (herein sometimes called the “Corporate Trustee”) and, as to property, real or personal, situated or being in Missouri, Marvin A. Mueller (The Bank of New York Mellon Trust Company, National Association, successor), as Trustees. Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage.
The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided.
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In the manner prescribed in the Mortgage, this bond is transferable by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary.
In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.
In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery.
As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.
The bonds of this series are subject to redemption as provided in the Eighty-seventh Supplemental Indenture.
No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.
This bond shall be construed in accordance with and governed by the laws of the State of New York.
This bond shall not become obligatory until the Corporate Trustee or its successor under the Mortgage shall have signed the form of authentication certificate endorsed hereon.
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IN WITNESS WHEREOF, ENTERGY ARKANSAS, LLC has caused this bond to be signed in its company name by its President or one of its Vice Presidents by his/her signature or a facsimile thereof, and its company seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries, by his/her signature or a facsimile thereof, on _____, 20_.
| ENTERGY ARKANSAS, LLC | ||
| By: |
| |
| Attest: |
|
CORPORATE TRUSTEE’S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.
| DEUTSCHE BANK TRUST COMPANY AMERICAS, | ||
| as Corporate Trustee | ||
| By: |
| |
| Authorized Officer | ||
(II) Prior to March 1, 2034 (the “2034 Bonds Par Call Date”), the bonds of the Ninety-third Series shall be redeemable at the option of the Company, in whole or in part, upon notice, mailed not less than 30 days nor more than 60 days prior to the date fixed for redemption (each a “2034 Bonds Redemption Date”), at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (a “2034 Bonds Redemption Price”) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal of the bonds of the Ninety-third Series to be redeemed and interest thereon discounted to the 2034 Bonds Redemption Date (assuming the bonds of the Ninety-third Series matured on the 2034 Bonds Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the 2034 Bonds Treasury Rate plus 15 basis points less (b) interest accrued to the 2034 Bonds Redemption Date, and
(2) 100% of the principal amount of the bonds of the Ninety-third Series being redeemed,
plus, in either case, accrued and unpaid interest on the bonds of the Ninety-third Series being redeemed to, but not including, the 2034 Bonds Redemption Date.
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On or after the 2034 Bonds Par Call Date, the bonds of the Ninety-third Series will be redeemable at the option of the Company, in whole or in part, on not less than 30 nor more than 60 days’ notice prior to the 2034 Bonds Redemption Date, at any time and from time to time, at a 2034 Bonds Redemption Price equal to 100% of the principal amount of the bonds of the Ninety-third Series being redeemed plus accrued and unpaid interest thereon to, but not including, the 2034 Bonds Redemption Date.
“2034 Bonds Treasury Rate” means, with respect to any 2034 Bonds Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The 2034 Bonds Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the 2034 Bonds Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the 2034 Bonds Treasury Rate, the Company shall select, as applicable:
(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the 2034 Bonds Redemption Date to the 2034 Bonds Par Call Date (the “2034 Bonds Remaining Life”); or
(2) if there is no such Treasury constant maturity on H.15 exactly equal to the 2034 Bonds Remaining Life, the two yields one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the 2034 Bonds Remaining Life – and shall interpolate to the 2034 Bonds Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the 2034 Bonds Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the 2034 Bonds Remaining Life.
For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the 2034 Bonds Redemption Date.
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If on the third Business Day preceding the 2034 Bonds Redemption Date H.15 TCM is no longer published, or, if published, no longer contains the yields for nominal Treasury constant maturities, the Company shall calculate the 2034 Bonds Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such 2034 Bonds Redemption Date as follows:
(1) the Company shall select (a) the United States Treasury security maturing on the 2034 Bonds Par Call Date, subject to clause (3) below, or (b) if there is no United States Treasury security maturing on the 2034 Bonds Par Call Date, then the United States Treasury security with the maturity date that is closest to the 2034 Bonds Par Call Date, subject to clauses (2) and (3) below, as applicable; or
(2) if there is no United States Treasury security described in clause (1), but there are two or more United States Treasury securities with maturity dates equally distant from the 2034 Bonds Par Call Date, one or more with maturity dates preceding the 2034 Bonds Par Call Date and one or more with maturity dates following the 2034 Bonds Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding and closest to the 2034 Bonds Par Call Date, subject to clause (3) below; or
(3) if there are two or more United States Treasury securities meeting the criteria of the preceding clauses (1) or (2), the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time.
In determining the 2034 Bonds Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices of such United States Treasury security (expressed as a percentage of principal amount and rounded to three decimal places) at 11:00 a.m., New York City time.
The Company’s actions and determinations in determining the 2034 Bonds Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
If, at the time notice of redemption is given, the redemption monies are not held by the Corporate Trustee, the redemption may be made subject to the receipt of such monies before the date fixed for redemption, and such notice shall be of no effect unless such monies are so received.
(III) At the option of the registered owner, any bonds of the Ninety-third Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.
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Bonds of the Ninety-third Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York.
Upon any exchange or transfer of bonds of the Ninety-third Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.
Upon the delivery of this Eighty-seventh Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as heretofore supplemented, there shall be an initial issue of bonds of the Ninety-third Series for the aggregate principal amount of $400,000,000. Additional bonds of the Ninety-third Series, without limitation as to amount, having substantially the same terms as the Outstanding bonds of the Ninety-third Series (except for the issue date, price to public and, if applicable, the initial interest payment date) may be issued by the Company without the notice to or the consent of the existing holders of the bonds of the Ninety-third Series.
II.
NINETY-FOURTH SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated “5.75% Series due June 1, 2054” (herein sometimes called the “Ninety-fourth Series”), each of which shall also bear the descriptive title “First Mortgage Bond,” and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Ninety-fourth Series (which shall be initially issued in the aggregate principal amount of $400,000,000) shall mature on June 1, 2054, shall be issued as fully registered bonds in the denomination of One thousand Dollars and, at the option of the Company, in any multiple or multiples of One thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof), shall bear interest at the rate of 5.75% per annum, the first interest payment to be made on December 1, 2024, for the period from May 10, 2024 to December 1, 2024 with subsequent interest payments payable semi-annually in arrears on June 1 and December 1 of each year (each a “2054 Bonds Interest Payment Date”), shall be dated as in Section 10 of the Mortgage provided, and the principal of and interest on each said bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.
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Interest on the bonds of the Ninety-fourth Series will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any 2054 Bonds Interest Payment Date, redemption date or maturity of any bond of the Ninety-fourth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding 2054 Bonds Interest Payment Date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such 2054 Bonds Interest Payment Date, redemption date or maturity, as the case may be, to such Business Day.
So long as all of the bonds of the Ninety-fourth Series are held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest on the bonds of the Ninety-fourth Series shall be the Business Day immediately preceding the corresponding 2054 Bonds Interest Payment Date; provided, however, that the record date for the payment of interest which is paid after such 2054 Bonds Interest Payment Date, shall be the Business Day immediately preceding the date on which such interest is paid. Interest on the bonds of the Ninety-fourth Series shall be paid to the Person in whose name such bonds of the Ninety-fourth Series are registered at the close of business on the record date for the corresponding 2054 Bonds Interest Payment Date.
(I) Form of Bonds of the Ninety-fourth Series.
The Bonds of the Ninety-fourth Series, and the Corporate Trustee’s authentication certificate to be executed on the Bonds of the Ninety-fourth Series, shall be in substantially the following forms, respectively:
[FORM OF FACE OF BOND OF THE NINETY-FOURTH SERIES]
[depository legend]
Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
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(TEMPORARY REGISTERED BOND)
| No.TR- | CUSIP 29366M AG3 | |
| $ |
ENTERGY ARKANSAS, LLC
FIRST MORTGAGE BOND, 5.75% SERIES
DUE JUNE 1, 2054
ENTERGY ARKANSAS, LLC, a limited liability company of the State of Texas (hereinafter called the Company), for value received, hereby promises to pay to or registered assigns, on June 1, 2054 at the office or agency of the Company in the Borough of Manhattan, The City of New York,
DOLLARS
in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from May 10, 2024, if the date of this bond is prior to December 1, 2024, or if the date of this bond is on or after December 1, 2024, from the June 1 or the December 1 next preceding the date of this bond to which interest has been paid on the bonds of this series (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of 5.75% per annum in like coin or currency at said office or agency on June 1 and December 1 of each year, commencing December 1, 2024, until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under the applicable law) on any overdue installment of interest at the rate of 6% per annum. So long as this bond is held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest hereon shall be the Business Day (as defined in the Eighty-seventh Supplemental Indenture referred to below) immediately preceding the date on which interest is due; provided, however, that the record date for the payment of interest which is paid after the date on which such interest is due, shall be the Business Day immediately preceding the date on which such interest is paid. Interest hereon shall be paid to the Person in whose name this bond is registered at the close of business on the record date for the payment of such interest. If any interest payment date for this bond falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If the maturity date or any redemption date of this bond falls on a day that is not a Business Day, the payment of principal and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.
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This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series known as its First Mortgage Bonds, 5.75% Series due June 1, 2054, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Eighty-seventh Supplemental Indenture dated as of May 1, 2024, called the Mortgage), dated as of October 1, 1944, executed by the Company to Guaranty Trust Company of New York (Deutsche Bank Trust Company Americas, successor) (herein sometimes called the “Corporate Trustee”) and, as to property, real or personal, situated or being in Missouri, Marvin A. Mueller (The Bank of New York Mellon Trust Company, National Association, successor), as Trustees. Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage.
The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided.
In the manner prescribed in the Mortgage, this bond is transferable by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary.
In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.
In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery.
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As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.
The bonds of this series are subject to redemption as provided in the Eighty-seventh Supplemental Indenture.
No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.
This bond shall be construed in accordance with and governed by the laws of the State of New York.
This bond shall not become obligatory until the Corporate Trustee or its successor under the Mortgage shall have signed the form of authentication certificate endorsed hereon.
IN WITNESS WHEREOF, ENTERGY ARKANSAS, LLC has caused this bond to be signed in its company name by its President or one of its Vice Presidents by his/her signature or a facsimile thereof, and its company seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries, by his/her signature or a facsimile thereof, on _____, 20_.
| ENTERGY ARKANSAS, LLC | ||
| By: |
| |
| Attest: |
|
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CORPORATE TRUSTEE’S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.
| DEUTSCHE BANK TRUST COMPANY AMERICAS, | ||
| as Corporate Trustee | ||
| By: |
| |
| Authorized Officer | ||
(II) Prior to December 1, 2053 (the “2054 Bonds Par Call Date”), the bonds of the Ninety-fourth Series shall be redeemable at the option of the Company, in whole or in part, upon notice, mailed not less than 30 days nor more than 60 days prior to the date fixed for redemption (each a “2054 Bonds Redemption Date”), at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (a “2054 Bonds Redemption Price”) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal of the bonds of the Ninety-fourth Series to be redeemed and interest thereon discounted to the 2054 Bonds Redemption Date (assuming the bonds of the Ninety-fourth Series matured on the 2054 Bonds Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the 2054 Bonds Treasury Rate plus 20 basis points less (b) interest accrued to the 2054 Bonds Redemption Date, and
(2) 100% of the principal amount of the bonds of the Ninety-fourth Series being redeemed,
plus, in either case, accrued and unpaid interest on the bonds of the Ninety-fourth Series being redeemed to, but not including, the 2054 Bonds Redemption Date.
On or after the 2054 Bonds Par Call Date, the bonds of the Ninety-fourth Series will be redeemable at the option of the Company, in whole or in part, on not less than 30 nor more than 60 days’ notice prior to the 2054 Bonds Redemption Date, at any time and from time to time, at a 2054 Bonds Redemption Price equal to 100% of the principal amount of the bonds of the Ninety-fourth Series being redeemed plus accrued and unpaid interest thereon to, but not including, the 2054 Bonds Redemption Date.
“2054 Bonds Treasury Rate” means, with respect to any 2054 Bonds Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The 2054 Bonds Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the 2054 Bonds Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as H.15 under the caption H.15 TCM. In determining the 2054 Bonds Treasury Rate, the Company shall select, as applicable:
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(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the 2054 Bonds Redemption Date to the 2054 Bonds Par Call Date (the “2054 Bonds Remaining Life”); or
(2) if there is no such Treasury constant maturity on H.15 exactly equal to the 2054 Bonds Remaining Life, the two yields one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the 2054 Bonds Remaining Life – and shall interpolate to the 2054 Bonds Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the 2054 Bonds Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the 2054 Bonds Remaining Life.
For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the 2054 Bonds Redemption Date.
If on the third Business Day preceding the 2054 Bonds Redemption Date H.15 TCM is no longer published, or, if published, no longer contains the yields for nominal Treasury constant maturities, the Company shall calculate the 2054 Bonds Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such 2054 Bonds Redemption Date as follows:
(1) the Company shall select (a) the United States Treasury security maturing on the 2054 Bonds Par Call Date, subject to clause (3) below, or (b) if there is no United States Treasury security maturing on the 2054 Bonds Par Call Date, then the United States Treasury security with the maturity date that is closest to the 2054 Bonds Par Call Date, subject to clauses (2) and (3) below, as applicable; or
(2) if there is no United States Treasury security described in clause (1), but there are two or more United States Treasury securities with maturity dates equally distant from the 2054 Bonds Par Call Date, one or more with maturity dates preceding the 2054 Bonds Par Call Date and one or more with maturity dates following the 2054 Bonds Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding and closest to the 2054 Bonds Par Call Date, subject to clause (3) below; or
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(3) if there are two or more United States Treasury securities meeting the criteria of the preceding clauses (1) or (2), the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time.
In determining the 2054 Bonds Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices of such United States Treasury security (expressed as a percentage of principal amount and rounded to three decimal places) at 11:00 a.m., New York City time.
The Company’s actions and determinations in determining the 2054 Bonds Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
If, at the time notice of redemption is given, the redemption monies are not held by the Corporate Trustee, the redemption may be made subject to the receipt of such monies before the date fixed for redemption, and such notice shall be of no effect unless such monies are so received.
(III) At the option of the registered owner, any bonds of the Ninety-fourth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.
Bonds of the Ninety-fourth Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York.
Upon any exchange or transfer of bonds of the Ninety-fourth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.
Upon the delivery of this Eighty-seventh Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as heretofore supplemented, there shall be an initial issue of bonds of the Ninety-fourth Series for the aggregate principal amount of $400,000,000. Additional bonds of the Ninety-fourth Series, without limitation as to amount, having substantially the same terms as the Outstanding bonds of the Ninety-fourth Series (except for the issue date, price to public and, if applicable, the initial interest payment date) may be issued by the Company without the notice to or the consent of the existing holders of the bonds of the Ninety-fourth Series.
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III.
MISCELLANEOUS PROVISIONS
SECTION 1. The holders of each of the bonds of the Ninety-third Series and bonds of the Ninety-fourth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of each of the bonds of the Ninety-third Series and bonds of the Ninety-fourth Series, respectively, entitled to consent to any amendment or supplement to the Mortgage or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.
SECTION 2. The term “Trust Indenture Act” means, as of any time, the Trust Indenture Act of 1939, as amended, as in effect at such time.
SECTION 3. Subject to the amendments provided for in this Eighty-seventh Supplemental Indenture, the terms defined in the Mortgage and the First through Eighty-seventh Supplemental Indentures shall, for all purposes of this Eighty-seventh Supplemental Indenture, have the meanings specified in the Mortgage and the First through Eighty-seventh Supplemental Indentures.
SECTION 4. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage and in the First through Eighty-seventh Supplemental Indentures set forth and upon the following terms and conditions:
The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eighty-seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Eighty-seventh Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Eighty-seventh Supplemental Indenture.
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SECTION 5. Whenever in this Eighty-seventh Supplemental Indenture any of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Eighty-seventh Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or any of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.
SECTION 6. Nothing in this Eighty-seventh Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Eighty-seventh Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises or agreements in this Eighty-seventh Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage.
SECTION 7. This Eighty-seventh Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 8. This Eighty-seventh Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.
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IN WITNESS WHEREOF, ENTERGY ARKANSAS, LLC has caused its company name to be hereunto affixed, and this instrument to be signed by its President, one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers, and DEUTSCHE BANK TRUST COMPANY AMERICAS has caused its company name to be hereunto affixed, and this instrument to be signed by, two of its Vice Presidents, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION has caused its company name to be hereunto affixed, and this instrument to be signed by one of its Vice Presidents or one of its Senior Associates or Associates, as of the day and year first above written.
| ENTERGY ARKANSAS, LLC | ||
| By: | /s/ Kevin J. Marino | |
| Name: Kevin J. Marino | ||
| Title: Assistant Treasurer | ||
S-1
| DEUTSCHE BANK TRUST COMPANY AMERICAS, | ||
| As Corporate Trustee | ||
| By: | /s/ Irina Golovashchuk | |
| Name: Irina Golovashchuk | ||
| Title: Vice President | ||
| By: | /s/ Carol Ng | |
| Name: Carol Ng | ||
| Title: Vice President | ||
S-2
| THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, | ||
| As Co-Trustee as to property, real or personal, situated or being in Missouri | ||
| By: | /s/ Mary Jo Wagener | |
| Name: Mary Jo Wagener | ||
| Title: Vice President | ||
S-3
| STATE OF LOUISIANA | ) | |||
| ) | SS.: | |||
| PARISH OF ORLEANS | ) |
On the 8th day of May, 2024, before me appeared Kevin J. Marino, to me personally known, who, being by me duly sworn, did say that he is an Assistant Treasurer of ENTERGY ARKANSAS, LLC, and that said instrument was signed on behalf of said entity by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said entity.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and year last above written.
| /s/ Dawn A. Balash |
| Name: Dawn A. Balash |
| State of Louisiana, Parish of Orleans |
| Notary Public Identification No. 140967 |
| My commission expires at my death |
S-4
| STATE OF NEW YORK | ) | |||
| ) | SS.: | |||
| COUNTY OF NEW YORK | ) |
On the 8th day of May, 2024, before me appeared Irina Golovashchuk and Carol Ng, to me personally known, who, being by me duly sworn, did say that they were each a vice president of DEUTSCHE BANK TRUST COMPANY AMERICAS, and that said instrument was signed on behalf of said entity by authority of its Board of Directors, and they acknowledged said instrument to be the free act and deed of said entity.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said County and State the day and year last above written.
| /s/ Boris Treyger |
| Boris Treyger |
| Notary Public, State of New York |
| No. 01TR6445537 |
| Qualified in NEW YORK County |
| My Commission Expires 12/27/2026 |
S-5
| STATE OF TEXAS | ) | |||
| ) | SS.: | |||
| COUNTY OF HARRIS | ) |
On this 7th day of May, 2024, before me appeared Mary Jo Wagener personally known to me, or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and, who, being by me duly sworn, did say that she is a Vice President of THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, and that said instrument was signed on behalf of said entity by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said entity.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said City and State on the day and year last above written.
| /s/ April Michelle Bradley |
| Name: April Michelle Bradley |
| Notary ID#133238619 |
| My Commission Expires: July 28, 2025 |
S-6
Exhibit 5.02
May 10, 2024
Entergy Arkansas, LLC
425 West Capitol Avenue
Little Rock, Arkansas 72201
Ladies and Gentlemen:
We have acted as counsel for Entergy Arkansas, LLC (the “Company”) in connection with the Registration Statement on Form S-3 (Registration Statement No. 333-266624-05) (the “Registration Statement”), relating to $400,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 5.45% Series due June 1, 2034 (the “2034 Bonds”), and $400,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 5.75% Series due June 1, 2054 (together with the 2034 Bonds, the “Bonds”). The Bonds have been issued pursuant to the Company’s Mortgage and Deed of Trust, dated as of October 1, 1944, with Deutsche Bank Trust Company Americas, as successor Corporate Trustee (the “Corporate Trustee”), and, as to property in Missouri, The Bank of New York Mellon Trust Company, N.A., as successor Co-Trustee (the Mortgage and Deed of Trust, as amended and supplemented, including by the supplemental indenture establishing the terms of the Bonds, being hereinafter referred to as the “Mortgage”).
In our capacity as such counsel, we have examined the Registration Statement and the Mortgage, which has been filed with the Securities and Exchange Commission as an exhibit to the Registration Statement. As to questions of fact material to the opinions expressed herein, we have relied upon representations and certifications of the officers of the Company and appropriate public officials without independent verification of such matters except as otherwise described herein. We have also examined or have caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. We have not examined the Bonds, except specimens thereof, and we have relied upon a certificate of the Corporate Trustee as to the authentication and delivery thereof.
Subject to the foregoing and the further exceptions and qualifications set forth below, we are of the opinion that the Bonds are binding obligations of the
Company.
| Morgan, Lewis & Bockius LLP | ||||
| 101 Park Avenue | ||||
| New York, NY 10178-0060 |
+1.212.309.6000 | |||
| United States |
+1.212.309.6001 | |||
Entergy Arkansas, LLC
May 10, 2024
Page 2
This opinion is limited to the laws of the State of New York. To the extent that this opinion relates to or is dependent upon matters governed by the laws of the State of Arkansas, we have relied upon the opinion of even date herewith addressed to you of Friday, Eldredge & Clark, LLP, which is being filed as Exhibit 5.03 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement. To the extent that this opinion relates to or is dependent upon matters governed by the laws of the State of Texas, we have relied upon the opinion of even date herewith addressed to you of Husch Blackwell LLP, which is being filed as Exhibit 5.04 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement. As to all matters of the laws of the State of New York, Friday, Eldredge & Clark, LLP and Husch Blackwell LLP are authorized to rely on this opinion as if it were addressed to each of them.
We further note that our opinion regarding the binding nature of the Company’s obligations with respect to the Bonds may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, receivership, fraudulent transfer, preference, moratorium, reorganization or other similar laws affecting enforcement of mortgagees’ and other creditors’ rights and by general equitable principles (whether considered in a proceeding in equity or at law) and principles of public policy, including the possible unavailability of specific performance or injunctive relief, and (b) concepts of materiality, reasonableness, good faith and fair dealing and by the discretion of the court before which any proceeding therefor may be brought.
We hereby consent to the filing of this opinion as Exhibit 5.02 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement and to the references to our firm, as counsel, in the Registration Statement under the caption “Legality.” In giving the foregoing consents, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.
| Very truly yours, |
| /s/ Morgan, Lewis & Bockius LLP |
Exhibit 5.03
|
400 West Capitol Avenue Suite 2000 Little Rock, Arkansas 72201-3522 www.FridayFirm.com |
May 10, 2024
Entergy Arkansas, LLC
425 West Capitol Avenue
Little Rock, Arkansas 72201
Ladies and Gentlemen:
We have acted as counsel for Entergy Arkansas, LLC (the “Company”), in connection with the Registration Statement on Form S-3 (Registration Statement No. 333-266624-05) (the “Registration Statement”), relating to $400,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 5.45% Series due June 1, 2034 (the “2034 Bonds”), and $400,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 5.75% Series due June 1, 2054 (together with the 2034 Bonds, the “Bonds”). The Bonds have been issued pursuant to the Company’s Mortgage and Deed of Trust, dated as of October 1, 1944, with Deutsche Bank Trust Company Americas, as successor Corporate Trustee (the “Corporate Trustee”), and, as to property in Missouri, The Bank of New York Mellon Trust Company, N.A., successor Co-Trustee (the Mortgage and Deed of Trust, as amended and supplemented, including by the supplemental indenture establishing the terms of the Bonds, being hereinafter referred to as the “Mortgage”).
In our capacity as such counsel, we have examined the Registration Statement and the Mortgage, which has been filed with the Securities and Exchange Commission as an exhibit to the Registration Statement. As to questions of fact material to the opinions expressed herein, we have relied upon representations and certifications of the officers of the Company and appropriate public officials without independent verification of such matters except as otherwise described herein. We have also examined or have caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. We have not examined the Bonds, except specimens thereof, and we have relied upon a certificate of the Corporate Trustee as to the authentication and delivery thereof.
Subject to the foregoing and the further exceptions and qualifications set forth below, we are of the opinion that the Bonds are binding obligations of the Company.
Entergy Arkansas, LLC
May 10, 2024
Page 2
This opinion letter is limited to the laws of the State of Arkansas. To the extent that the opinions relate to or are dependent upon matters governed by the laws of the State of Texas, we have relied upon the opinion of even date herewith addressed to you of Husch Blackwell LLP, which is being filed as Exhibit 5.04 to the Registration Statement. To the extent that the opinions relate to or are dependent upon matters governed by the laws of the State of New York, we have relied upon the opinion of even date herewith addressed to you of Morgan, Lewis & Bockius LLP, which is being filed as Exhibit 5.02 to the Registration Statement. As to all matters of the laws of the State of Arkansas, Husch Blackwell LLP and Morgan, Lewis & Bockius LLP are authorized to rely on this opinion as if it were addressed to each of them.
We further note that the binding obligation of the Bonds may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, receivership, fraudulent transfer, preference, moratorium, reorganization or other similar laws affecting enforcement of mortgagees’ and other creditors’ rights and by general equitable principles (whether considered in a proceeding in equity or at law) and principles of public policy, including the possible unavailability of specific performance or injunctive relief, and (b) concepts of materiality, reasonableness, good faith and fair dealing and by the discretion of the court before which any proceeding therefor may be brought.
We hereby consent to the filing of this opinion as Exhibit 5.03 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement and to the references to our firm, as counsel, in the Registration Statement under the caption “Legality.” In giving the foregoing consents, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
| Very truly yours, |
| /s/ FRIDAY, ELDREDGE & CLARK LLP |
| FRIDAY, ELDREDGE & CLARK, LLP |
Exhibit 5.04
[Husch Blackwell LLP Letterhead]
May 10, 2024
Entergy Arkansas, LLC
425 West Capitol Avenue
Little Rock, Arkansas 72201
Ladies and Gentlemen:
We have acted as counsel for Entergy Arkansas, LLC (the “Company”), in connection with the Registration Statement on Form S-3 (Registration Statement No. 333-266624-05) (the “Registration Statement”), relating to $400,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 5.45% Series due June 1, 2034 (the “2034 Bonds”) and $400,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 5.75% Series due June 1, 2054 (together with the 2034 Bonds, the “Bonds”). The Bonds have been issued pursuant to the Company’s Mortgage and Deed of Trust, dated as of October 1, 1944, with Deutsche Bank Trust Company Americas, as successor Corporate Trustee (the “Corporate Trustee”), and, as to property in Missouri, The Bank of New York Mellon Trust Company, N.A., as successor Co-Trustee (the Mortgage and Deed of Trust, as amended and supplemented, including by the supplemental indenture establishing the terms of the Bonds, being hereinafter referred to as the “Mortgage”).
In our capacity as such counsel, we have examined the Registration Statement and the Mortgage, which has been filed with the Securities and Exchange Commission as an exhibit to the Registration Statement. As to questions of fact material to the opinions expressed herein, we have relied upon representations and certifications of the officers of the Company and appropriate public officials without independent verification of such matters except as otherwise described herein. We have also examined or have caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all
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natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. We have not examined the Bonds, except specimens thereof, and we have relied upon a certificate of the Corporate Trustee as to the authentication and delivery thereof.
Subject to the foregoing and the further exceptions and qualifications set forth below, we are of the opinion that the Bonds are binding obligations of the Company.
This opinion is limited to the laws of the State of Texas. To the extent that this opinion relates to or is dependent upon matters governed by the laws of the State of Arkansas, we have relied upon the opinion of even date herewith addressed to you of Friday, Eldredge & Clark, LLP, which is being filed as Exhibit 5.03 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement. To the extent that this opinion relates to or is dependent upon matters governed by the laws of the State of New York, we have relied upon the opinion of even date herewith addressed to you of Morgan, Lewis & Bockius LLP, which is being filed as Exhibit 5.02 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement. As to all matters of the laws of the State of Texas, Friday, Eldredge & Clark, LLP and Morgan, Lewis & Bockius LLP are authorized to rely on this opinion as if it were addressed to each of them.
We further note that our opinion regarding the binding nature of the Company’s obligations with respect to the Bonds may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, receivership, fraudulent transfer, preference, moratorium, reorganization or other similar laws affecting enforcement of mortgagees’ and other creditors’ rights and by general equitable principles (whether considered in a proceeding in equity or at law) and principles of public policy, including the possible unavailability of specific performance or injunctive relief, and (b) concepts of materiality, reasonableness, good faith and fair dealing and by the discretion of the court before which any proceeding therefor may be brought.
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We hereby consent to the filing of this opinion as Exhibit 5.04 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement and to the references to our firm, as counsel, in the Registration Statement under the caption “Legality.” In giving the foregoing consents, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.
| Very truly yours, |
| /s/ Husch Blackwell LLP |
| HUSCH BLACKWELL LLP |