Exhibit 4(a)
ENTERGY ARKANSAS, INC.
TO
BANKERS TRUST COMPANY
(successor to Morgan Guaranty Trust Company of New York)
AND
STANLEY BURG
(successor to Henry A. Theis, Herbert E. Twyeffort,
Grainger S. Greene and John W. Flaherty)
AND
(as to property, real or personal, situated or being in Missouri)
PETER D. VAN CLEVE
(successor to The Boatmen's National Bank of St. Louis and
Marvin A. Mueller)
As Trustees under Entergy Arkansas, Inc.'s Mortgage and Deed of
Trust, dated as of October 1, 1944
____________________________
FIFTY-FIFTH SUPPLEMENTAL INDENTURE
Providing among other things for
First Mortgage Bonds, 7.72% Series due March 1, 2003
(Sixty-second Series)
____________________________
Dated as of March 1, 2000
FIFTY-FIFTH SUPPLEMENTAL INDENTURE
INDENTURE, dated as of March 1, 2000, between ENTERGY
ARKANSAS, INC., a corporation of the State of Arkansas, whose
post office address is 425 West Capitol, Little Rock, Arkansas
72201 (hereinafter sometimes called the "Company"), and BANKERS
TRUST COMPANY (successor to Morgan Guaranty Trust Company of New
York), a corporation of the State of New York, whose post office
address is 4 Albany Street, New York, New York 10006 (hereinafter
sometimes called the "Corporate Trustee"), and STANLEY BURG
(successor to John W. Flaherty, Henry A. Theis, Herbert E.
Twyeffort and Grainger S. Greene), and (as to property, real or
personal, situated or being in Missouri) PETER D. VAN CLEVE
(successor to The Boatmen's National Bank of St. Louis and Marvin
A. Mueller), whose post office address is 211 North Broadway,
Suite 3600, St. Louis, Missouri 63102, (said Stanley Burg being
hereinafter sometimes called the "Co-Trustee", and said Peter D.
Van Cleve being hereinafter sometimes called the "Missouri Co-
Trustee", and the Corporate Trustee, the Co-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
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 "Fifty-fifth Supplemental Indenture")
being supplemental thereto.
WHEREAS, the Mortgage was appropriately filed or recorded in
various official records in the States of Arkansas, Missouri,
Tennessee and Wyoming; and
WHEREAS, an instrument, dated as of July 7, 1949, was
executed by the Company appointing Herbert E. Twyeffort as Co-
Trustee in succession to Henry A. Theis (resigned) under the
Mortgage, and by Herbert E. Twyeffort accepting said appointment,
and said instrument was appropriately filed or recorded in
various official records in the States of Arkansas, Missouri,
Tennessee and Wyoming; and
WHEREAS, an instrument, dated as of March 1, 1960, was
executed by the Company appointing Grainger S. Greene as Co-
Trustee in succession to Herbert E. Twyeffort (resigned) under
the Mortgage, and by Grainger S. Greene accepting said
appointment, and said instrument was appropriately filed or
recorded in various official records in the States of Arkansas,
Missouri, Tennessee and Wyoming; and
WHEREAS, by the Twenty-first Supplemental Indenture
mentioned below, the Company, among other things, appointed John
W. Flaherty as Co-Trustee in succession to Grainger S. Greene
(resigned) under the Mortgage, and John W. Flaherty accepted said
appointment; and
WHEREAS, by the Thirty-third Supplemental Indenture
mentioned below, the Company, among other things, appointed
Marvin A. Mueller as Missouri Co-Trustee, and Marvin A. Mueller
accepted said appointment; and
WHEREAS, by the Thirty-fifth Supplemental Indenture
mentioned below, the Company, among other things, appointed The
Boatmen's National Bank of St. Louis as Missouri Co-Trustee in
succession to Marvin A. Mueller (resigned) under the Mortgage,
and The Boatmen's National Bank of St. Louis accepted said
appointment; and
WHEREAS, an instrument, dated as of September 1, 1994, was
executed by the Company appointing Bankers Trust Company as
Trustee, and Stanley Burg as Co-Trustee, in succession to Morgan
Guaranty Trust Company of New York (resigned) and John W.
Flaherty (resigned), respectively, under the Mortgage and Bankers
Trust Company and Stanley Burg accepted said appointments, and
said instrument was appropriately filed or recorded in various
official records in the States of Arkansas, Missouri, Tennessee
and Wyoming; and
WHEREAS, by this Fifty-fifth Supplemental Indenture, the
Company, the Corporate Trustee and Stanley Burg as Co-Trustee
desire to remove The Boatmen's National Bank of St. Louis as
Missouri Co-Trustee and appoint Peter D. Van Cleve as the
successor thereto and Peter D. Van Cleve desires to accept such
appointment; and
WHEREAS, by the Mortgage the Company covenanted that it
would execute and deliver such supplemental indenture or
indentures and such further instruments and do such further acts
as might be necessary or proper to carry out more effectually the
purposes of the Mortgage and to make subject to the lien of the
Mortgage any property thereafter acquired and intended to be
subject to the lien thereof; and
WHEREAS, the Company executed and delivered to the Trustees
the following supplemental indentures:
Designation Dated as of
First Supplemental Indenture July 1, 1947
Second Supplemental Indenture August 1, 1948
Third Supplemental Indenture October 1, 1949
Fourth Supplemental Indenture June 1, 1950
Fifth Supplemental Indenture October 1, 1951
Sixth Supplemental Indenture September 1, 1952
Seventh Supplemental Indenture June 1, 1953
Eighth Supplemental Indenture August 1, 1954
Ninth Supplemental Indenture April 1, 1955
Tenth Supplemental Indenture December 1, 1959
Eleventh Supplemental Indenture May 1, 1961
Twelfth Supplemental Indenture February 1, 1963
Thirteenth Supplemental Indenture April 1, 1965
Fourteenth Supplemental Indenture March 1, 1966
Fifteenth Supplemental Indenture March 1, 1967
Sixteenth Supplemental Indenture April 1, 1968
Seventeenth Supplemental Indenture June 1, 1968
Eighteenth Supplemental Indenture December 1, 1969
Nineteenth Supplemental Indenture August 1, 1970
Twentieth Supplemental Indenture March 1, 1971
Twenty-first Supplemental Indenture August 1, 1971
Twenty-second Supplemental Indenture April 1, 1972
Twenty-third Supplemental Indenture December 1, 1972
Twenty-fourth Supplemental Indenture June 1, 1973
Twenty-fifth Supplemental Indenture December 1, 1973
Twenty-sixth Supplemental Indenture June 1, 1974
Twenty-seventh Supplemental Indenture November 1, 1974
Twenty-eighth Supplemental Indenture July 1, 1975
Twenty-ninth Supplemental Indenture December 1, 1977
Thirtieth Supplemental Indenture July 1, 1978
Thirty-first Supplemental Indenture February 1, 1979
Thirty-second Supplemental Indenture December 1, 1980
Thirty-third Supplemental Indenture January 1, 1981
Thirty-fourth Supplemental Indenture August 1, 1981
Thirty-fifth Supplemental Indenture February 1, 1982
Thirty-sixth Supplemental Indenture December 1, 1982
Thirty-seventh Supplemental Indenture February 1, 1983
Thirty-eighth Supplemental Indenture December 1, 1984
Thirty-ninth Supplemental Indenture December 1, 1985
Fortieth Supplemental Indenture July 1, 1986
Forty-first Supplemental Indenture July 1, 1989
Forty-second Supplemental Indenture February 1, 1990
Forty-third Supplemental Indenture October 1, 1990
Forty-fourth Supplemental Indenture November 1, 1990
Forty-fifth Supplemental Indenture January 1, 1991
Forty-sixth Supplemental Indenture August 1, 1992
Forty-seventh Supplemental Indenture November 1, 1992
Forty-eighth Supplemental Indenture June 15, 1993
Forty-ninth Supplemental Indenture August 1, 1993
Fiftieth Supplemental Indenture October 1, 1993
Fifty-first Supplemental Indenture October 1, 1993
Fifty-second Supplemental Indenture June 15, 1994
Fifty-third Supplemental Indenture March 1, 1996
Fifty-fourth Supplemental Indenture March 1, 1997
which supplemental indentures were appropriately filed or
recorded in various official records in the States of Arkansas,
Missouri, Tennessee and Wyoming; and
WHEREAS, in addition to the property described in the
Mortgage, as heretofore supplemented, the Company has acquired
certain other property, rights and interests in property; and
WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Mortgage,
as supplemented, the following series of First Mortgage Bonds:
Principal Principal
Amount Amount
Series Issued Outstanding
03 1/8% Series due 1974 $ 30,000,000 None
02 7/8% Series due 1977 11,000,000 None
03 1/8% Series due 1978 7,500,000 None
02 7/8% Series due 1979 8,700,000 None
02 7/8% Series due 1980 6,000,000 None
03 5/8% Series due 1981 8,000,000 None
03 1/2% Series due 1982 15,000,000 None
04 1/4% Series due 1983 18,000,000 None
03 1/4% Series due 1984 7,500,000 None
03 3/8% Series due 1985 18,000,000 None
05 5/8% Series due 1989 15,000,000 None
04 7/8% Series due 1991 12,000,000 None
04 3/8% Series due 1993 15,000,000 None
04 5/8% Series due 1995 25,000,000 None
05 3/4% Series due 1996 25,000,000 None
05 7/8% Series due 1997 30,000,000 None
07 3/8% Series due 1998 15,000,000 None
09 1/4% Series due 1999 25,000,000 None
09 5/8% Series due 2000 25,000,000 None
07 5/8% Series due 2001 30,000,000 None
08 0/0% Series due August 1, 2001 30,000,000 None
07 3/4% Series due 2002 35,000,000 None
07 1/2% Series due December 1, 2002 15,000,000 None
08 0/0% Series due 2003 40,000,000 None
08 1/8% Series due December 1, 2003 40,000,000 None
10 1/2% Series due 2004 40,000,000 None
09 1/4% Series due November 1, 1981 60,000,000 None
10 1/8% Series due July 1, 2005 40,000,000 None
09 1/8% Series due December 1, 2007 75,000,000 None
09 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
04 1/2% Series due September 1, 1983 1,202,000 None
05 1/2% Series due January 1, 1988 598,310 None
05 5/8% Series due May 1, 1990 1,400,000 None
06 1/4% Series due December 1, 1996 3,560,000 None
09 3/4% Series due September 1, 2000 4,600,000 None
08 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
09 3/4% Series due July 1, 2019 75,000,000 None
10 0/0% 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 $ 21,066,667
Solid Waste Disposal Series B 28,440,000 28,440,000
07 1/2% Series due August 1, 2007 100,000,000 100,000,000
07.90% Series due November 1, 2002 25,000,000 None
08.70% Series due November 1, 2022 25,000,000 None
Pollution Control Series B 46,875,000 46,875,000
06.65% Series due August 1, 2005 115,000,000 115,000,000
06 0/0% Series due October 1, 2003 155,000,000 155,000,000
07 0/0% Series due October 1, 2023 175,000,000 175,000,000
Pollution Control Series C 20,319,000 20,319,000
Pollution Control Series D 9,586,400 9,586,400
08 3/4% Series due March 1, 2026 85,000,000 85,000,000
7% Series due March 1, 2002 85,000,000 85,000,000
which bonds are also hereinafter sometimes called bonds of the
First through Sixty-first Series, respectively; and
WHEREAS, Section 8 of the Mortgage provides that the form of
each series of bonds (other than the First Series) issued
thereunder and of the coupons to be attached to coupon bonds of
such series shall be established by Resolution of the Board of
Directors of the Company and that the form of such series, as
established by said Board of Directors, shall specify the
descriptive title of the bonds and various other terms thereof,
and may also contain such provisions not inconsistent with the
provisions of the Mortgage as the Board of Directors may, in its
discretion, cause to be inserted therein expressing or referring
to the terms and conditions upon which such bonds are to be
issued and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage provides, among other
things, that any power, privilege or right expressly or impliedly
reserved to or in any way conferred upon the Company by any
provision of the Mortgage, whether such power, privilege or right
is in any way restricted or is unrestricted, may be in whole or
in part waived or surrendered or subjected to any restriction if
at the time unrestricted or to additional restriction if already
restricted, and the Company may enter into any further covenants,
limitations or restrictions for the benefit of any one or more
series of bonds issued thereunder, or the Company may cure any
ambiguity contained therein or in any supplemental indenture, or
may establish the terms and provisions of any series of bonds
other than said First Series, by an instrument in writing
executed and acknowledged by the Company in such manner as would
be necessary to entitle a conveyance of real estate to record in
all of the states in which any property at the time subject to
the lien of the Mortgage shall be situated; and
WHEREAS, the Company now desires to create a new series of
bonds 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
Fifty-fifth Supplemental Indenture, and the terms of the bonds of
the Sixty-second Series, hereinafter referred to, 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, pursuant to Section 103 of the Mortgage, The Boatmen's
National Bank of St. Louis is hereby removed as Missouri Co-
Trustee under the Mortgage, effective as of the close of business
on March 1, 2000.
That, pursuant to Section 103 of the Mortgage, the
undersigned Entergy Arkansas, Inc., Bankers Trust Company and
Stanley Burg appoint Peter D. Van Cleve, and Peter D. Van Cleve
does hereby accept the appointment, as successor Missouri Co-
Trustee under the Mortgage, subject to the conditions in Article
XVII thereof expressed, effective as of the close of business on
March 1, 2000.
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 Peter D. Van Cleve (as to property, real or
personal, situated or being in Missouri) and Stanley Burg (but,
as to property, real or personal, situated or being in Missouri,
only to the extent of his legal capacity to hold the same for the
purposes hereof) and (to the extent of its legal capacity to hold
the same for the purposes hereof) to Bankers Trust Company, as
Trustees under the Mortgage, and to their successor or successors
in said trust, and to them and their successors and assigns
forever, all property, real, personal or mixed, of any kind or
nature acquired by the Company after the date of the execution
and delivery of the Mortgage (except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted), now
owned or, subject to the provisions of Section 87 of the
Mortgage, hereafter acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any
other way) and wheresoever situated, including (without in
anywise limiting or impairing by the enumeration of the same the
scope and intent of the foregoing or of any general description
contained in this Fifty-fifth Supplemental Indenture) all lands,
power sites, flowage rights, water rights, water locations, water
appropriations, ditches, flumes, reservoirs, reservoir sites,
canals, raceways, dams, dam sites, aqueducts, and all other
rights or means for appropriating, conveying, storing and
supplying water; all rights of way and roads; all plants for the
generation of electricity by steam, water and/or other power; all
power houses, gas plants, street lighting systems, standards and
other equipment incidental thereto; all street and interurban
railway and transportation lines and systems, terminal systems
and facilities; all bridges, culverts, tracks, railways, sidings,
spurs, wyes, roadbeds, trestles and viaducts; all overground and
underground trolleys and feeder wires; all telephone, radio and
television systems, air-conditioning systems and equipment
incidental thereto, water works, water systems, steam heat and
hot water plants, substations, lines, service and supply systems,
ice or refrigeration plants and equipment, offices, buildings and
other structures and the equipment thereof, all machinery,
engines, boilers, dynamos, electric, gas and other machines,
regulators, meters, transformers, generators, motors, electrical,
gas and mechanical appliances, conduits, cables, water, steam
heat, gas or other pipes, gas mains and pipes, service pipes,
fittings, valves and connections, pole and transmission lines,
wires, cables, tools, implements, apparatus, furniture and
chattels; all municipal and other franchises, consents or
permits; all lines for the transmission and distribution of
electric current, gas, steam heat or water for any purpose
including towers, poles, wires, cables, pipes, conduits, ducts
and all apparatus for use in connection therewith; all real
estate, lands, easements, servitudes, licenses, permits,
franchises, privileges, rights of way and other rights in or
relating to real estate or the occupancy of the same and (except
as herein or in the Mortgage, as heretofore supplemented,
expressly excepted) all the right, title and interest of the
Company in and to all other property of any kind or nature
appertaining to and/or used and/or occupied and/or enjoyed in
connection with any property hereinbefore or in the Mortgage, as
heretofore supplemented, described.
TOGETHER WITH all and singular the tenements, hereditaments,
prescriptions, servitudes and appurtenances belonging or in
anywise appertaining to the aforesaid property or any part
thereof, with the reversion and reversions, remainder and
remainders and (subject to the provisions of Section 57 of the
Mortgage) the tolls, rents, revenues, issues, earnings, income,
product and profits thereof and all the estate, right, title and
interest and claim whatsoever, at law as well as in equity, which
the Company now has or may hereafter acquire in and to the
aforesaid property and franchises and every part and parcel
thereof.
IT IS HEREBY AGREED by the Company that, subject to the
provisions of Section 87 of the Mortgage, all the property,
rights and franchises acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any
other way) after the date hereof, except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted, shall
be and are as fully granted and conveyed hereby and by the
Mortgage and as fully embraced within the lien hereof and the
lien of the Mortgage, as heretofore supplemented, as if such
property, rights and franchises were now owned by the Company and
were specifically described herein or in the Mortgage and
conveyed hereby or thereby.
PROVIDED THAT the following are not and are not intended to
be now or hereafter granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, hypothecated, affected,
pledged, set over or confirmed hereunder and are hereby expressly
excepted from the lien and operation of this Fifty-fifth
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 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
Fifty-fifth 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 Peter D. Van Cleve (as to property, real or personal,
situated or being in Missouri), and unto Stanley Burg (but, as to
property, real or personal, situated or being in Missouri, only
to the extent of his legal capacity to hold the same for the
purposes hereof) and (to the extent of its legal capacity to hold
the same for the purposes hereof) unto Bankers Trust Company, 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 Fifty-fifth 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:
ARTICLE I
Sixty-second Series of Bonds
SECTION 1. There shall be a series of bonds designated
"7.72% Series due March 1, 2003" (herein sometimes called the
"Sixty-second 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 Sixty-second Series (which shall be initially issued
in the aggregate principal amount of $100,000,000) shall mature
on March 1, 2003, 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 7.72% per
annum, the first interest payment to be made on September 1, 2000
for the period from March 9, 2000 to September 1, 2000 with
subsequent interest payments payable semi-annually on March 1 and
September 1 of each year, 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.
(I) Bonds of the Sixty-second Series shall be redeemable at
the option of the Company in whole at any time, or in part from
time to time, prior to maturity, upon notice, as provided in
Section 52 of the Mortgage, mailed not less than 30 days nor more
than 60 days prior to the date fixed for redemption, at a
redemption price equal to the greater of (i) 100% of the
principal amount of the bonds of the Sixty-second Series to be
redeemed and (ii) as determined by an Independent Investment
Banker, the sum of the present values of the remaining scheduled
payments of principal of and interest on the bonds of the Sixty-
second Series being redeemed (excluding the portion of any such
interest accrued to the redemption date) discounted (for purposes
of determining such present values) to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-
day months) at the Adjusted Treasury Rate, plus .125%,
plus, in each case, accrued interest thereon to the redemption
date.
"Adjusted Treasury Rate" means, with respect to any
redemption date,
(1) the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most
recently published statistical release designated "H.15(519)" or
any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months
before or after the remaining term of the bonds of the Sixty-
second Series, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be
determined and the Adjusted Treasury Rate shall be interpolated
or extrapolated from such yields on a straight line basis,
rounding to the nearest month); or
(2) if such release (or any successor release) is not published
during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
The Adjusted Treasury Rate shall be calculated on the third
Business Day preceding the redemption date.
"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.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Bonds of the
Sixty-second Series that would be utilized, at the time of
selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Bonds of the Sixty-second
Series.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest
and lowest such Reference Treasury Dealer Quotations or (ii) if
the Independent Investment Banker obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such
Reference Treasury Dealer Quotations.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company.
"Reference Treasury Dealer" means each of Salomon Smith
Barney Inc., Banc One Capital Markets, Inc., Barclays Capital
Inc., and Scotia Capital (USA) Inc. and their respective
successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect
to each Reference Treasury Dealer and any redemption date, the
average, as determined by an Independent Investment Banker, of
the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount)
quoted in writing to such Independent Investment Banker by such
Reference Treasury Dealer at 5:00 p.m. on the third Business Day
preceding such redemption date.
(II) Bonds of the Sixty-second Series shall also be
redeemable in whole at any time, or in part from time to time,
prior to maturity, upon like notice, by the application (either
at the option of the Company or pursuant to the requirements of
the Mortgage) of cash delivered to or deposited with the
Corporate Trustee pursuant to the provisions of Section 37 or
Section 64 of the Mortgage at the special redemption price of
100% of the principal amount of the bonds of the Sixty-second
Series to be redeemed plus accrued interest thereon to the
redemption date.
(III) At the option of the registered owner, any bonds of
the Sixty-second 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 Sixty-second 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 Sixty-second
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 Fifty-fifth 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 Sixty-second Series for the aggregate
principal amount of $100,000,000.
ARTICLE II
DIVIDEND COVENANT
SECTION 2. The Company covenants that, so long as any of
the bonds of the Sixty-second Series are Outstanding, it will not
declare any dividends on its Common Stock (other than (a) a
dividend payable solely in shares of its Common Stock, or (b) a
dividend payable in cash in cases where, concurrently with the
payment of such dividend, an amount in cash equal to such
dividend is received by the Company as a capital contribution or
as the proceeds of the issue and sale of shares of its Common
Stock) or make any distribution on outstanding shares of its
Common Stock or purchase or otherwise acquire for value any
outstanding shares of its Common Stock (otherwise than in
exchange for or out of the proceeds from the sale of other shares
of its Common Stock) if, after such dividend, distribution,
purchase or acquisition, the aggregate amount of such dividends,
distributions, purchases and acquisitions paid or made subsequent
to February 29, 2000 (other than any dividend declared by the
Company on or before February 29, 2000) exceeds (without giving
effect to (i) any of such dividends, distributions, purchases or
acquisitions, or (ii) any net transfers from retained earnings to
stated capital accounts) the sum of (a) the aggregate amount
credited subsequent to February 29, 2000 to retained earnings,
(b) $350,000,000 and (c) such additional amount as shall be
authorized or approved, upon application by the Company, by the
Securities and Exchange Commission, or by any successor
commission thereto, under the Public Utility Holding Company Act
of 1935.
For the purposes of this Section 2 the aggregate amount
credited subsequent to February 29, 2000 to retained earnings
shall be determined in accordance with generally accepted
accounting principles and practices after making provision for
dividends upon any preferred stock of the Company, accumulated
subsequent to such date, but in such determination there shall
not be considered charges to retained earnings applicable to the
period prior to February 29, 2000, including, but not limited to,
charges to retained earnings for write-offs or write-downs of
book values of assets owned by the Company on February 29, 2000.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3. The holders of the bonds of the Sixty-second
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 the bonds of the Sixty-
second Series 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 4. Subject to the amendments provided for in this
Fifty-fifth Supplemental Indenture, the terms defined in the
Mortgage and the First through Fifty-fourth Supplemental
Indentures shall, for all purposes of this Fifty-fifth
Supplemental Indenture, have the meanings specified in the
Mortgage and the First through
Fifty-fourth Supplemental Indentures.
SECTION 5. 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 Fifty-fourth 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 Fifty-fifth 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 Fifty-fifth 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 Fifty-fifth Supplemental
Indenture.
SECTION 6. Whenever in this Fifty-fifth Supplemental
Indenture either 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 Fifty-fifth Supplemental Indenture contained
by or on behalf of the Company, or by or on behalf of the
Trustees, or either 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 7. Nothing in this Fifty-fifth 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 Fifty-fifth
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises or agreements in this Fifty-fifth
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 8. This Fifty-fifth 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 9. This Fifty-fifth Supplemental Indenture shall be
construed in accordance with and governed by the laws of the
State of New York.
IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused its
corporate name to be hereunto affixed, and this instrument to be
signed and sealed by its President or one of its Vice Presidents,
and its corporate seal to be attested by its Secretary or one of
its Assistant Secretaries for and in its behalf, and BANKERS
TRUST COMPANY has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by, one of
its Vice Presidents or one of its Assistant Vice Presidents, and
its corporate seal to be attested by one of its Assistant
Secretaries or one of its Assistant Treasurers or one of its
Assistant Vice Presidents for and in its behalf, and STANLEY BURG
has hereunto set his hand and affixed his seal, and PETER D. VAN
CLEVE has hereunto set his hand and affixed his seal, as of the
day and year first above written.
ENTERGY ARKANSAS, INC.
By: ..........................
Senior Vice President
Attest:
...........................................
Assistant Secretary
Executed, sealed and delivered by
Entergy Arkansas, Inc.
in the presence of:
..........................................
...........................................
BANKERS TRUST COMPANY,
As Corporate Trustee
By: .......................
Vice President
Attest:
.................................. Stanley Burg
Assistant Vice President As Co-Trustee
................................[L.S.]
Executed, sealed and delivered by
Bankers Trust Company
and Stanley Burg
in the presence of:
..................................
..................................
...........................
PETER D. VAN CLEVE
As Co-Trustee as to property,
real or personal, situated or
being in Missouri
Executed, sealed and delivered by
PETER D. VAN CLEVE in the presence of:
.............................................................
..............................................................
STATE OF LOUISIANA )
) SS.:
PARISH OF ORLEANS )
On this ____ day of March, 2000, before me,
_________________, a Notary Public duly commissioned, qualified
and acting within and for said Parish and State, appeared in
person the within named ___________________ and
_____________________, to me personally well known, who stated
that they were the ______________________________ and an
Assistant Secretary, respectively, of ENTERGY ARKANSAS, INC., a
corporation, and were duly authorized in their respective
capacities to execute the foregoing instrument for and in the
name and behalf of said corporation, and further stated and
acknowledged that they had so signed, executed and delivered said
foregoing instrument for the consideration, uses and purposes
therein mentioned and set forth.
On the ____ day of March, 2000, before me personally came
___________________, to me known, who, being by me duly sworn,
did depose and say that he resides at ____________________, New
Orleans, Louisiana _____; that he is the
______________________________ of ENTERGY ARKANSAS, INC., one of
the corporations described in and which executed the above
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.
On the ____ day of March, 2000, before me appeared
___________________, to me personally known, who, being by me
duly sworn, did say that he is the ______________________________
of ENTERGY ARKANSAS, INC., and that the seal affixed to the
foregoing instrument is the corporate seal of said corporation,
and that said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors, and he
acknowledged said instrument to be the free act and deed of said
corporation.
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.
______________________________________
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this 8th day of March, 2000, before me, Nicole G. Dervan,
a Notary Public duly commissioned, qualified and acting within
and for said County and State, appeared JACQUELINE BARTNICK and
SUSAN JOHNSON, to me personally well known, who stated that they
were a Vice President and Assistant Vice President, respectively,
of BANKERS TRUST COMPANY, a corporation, and were duly authorized
in their respective capacities to execute the foregoing
instrument for and in the name and behalf of said corporation;
and further stated and acknowledged that they had so signed,
executed and delivered said foregoing instrument for the
consideration, uses and purposes therein mentioned and set forth.
On the 8th day of March, 2000, before me personally came
JACQUELINE BARTNICK, to me known, who, being by me duly sworn,
did depose and say that she resides at 49 Red Hill Road, Warren,
New Jersey 07059; that she is a Vice President of BANKERS TRUST
COMPANY, one of the corporations described in and which executed
the above instrument; that she knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation, and that she signed her name
thereto by like authority.
On the 6th day of March, 2000, before me appeared JACQUELINE
BARTNICK, to me personally known, who, being by me duly sworn,
did say that she is a Vice President of BANKERS TRUST COMPANY,
and that the seal affixed to the foregoing instrument is the
corporate seal of said corporation, and that said instrument was
signed and sealed in behalf of said corporation by authority of
its Board of Directors, and she acknowledged said instrument to
be the free act and deed of said corporation.
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.
___________________________________
Nicole G. Dervan
Notary Public, State of New York
No. 01DE6003896
Qualified in New York County
Commission Expires _________________
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this ____ day of March, 2000, before me,
________________, the undersigned, personally appeared
________________, known to me to be the person whose name is
subscribed to the within instrument, and acknowledged that he
executed the same for the purposes therein contained.
On the ____ day of March, 2000, before me personally
appeared ________________, to me known to be the person described
in and who executed the foregoing instrument, and acknowledged
that he executed the same as his free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
_____________________________________
Notary Public, State of New York
No. __________
Qualified in _____ County
Commission Expires _________________
STATE OF MISSOURI )
) SS.:
CITY OF ST. LOUIS )
On this 7th day of March, 2000, before me, Connie B. Walsh,
the undersigned, personally appeared Peter D. Van Cleve, known to
me to be the person whose name is subscribed to the within
instrument, and acknowledged that he executed the same for the
purposes therein contained.
On the 7th day of March, 2000, before me personally appeared
Peter D. Van Cleve, to me known to be the person described in and
who executed the foregoing instrument, and acknowledged that he
executed the same as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal at my office in said City and State the
day and year last above written.
_________________