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)
BNY TRUST COMPANY OF MISSOURI
(successor to Peter D. Van Cleve, 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-SIXTH SUPPLEMENTAL INDENTURE
Providing among other things for
First Mortgage Bonds, 6 1/8% Series due July 1, 2005 (Sixty-third Series)
__________________________
Dated as of July 1, 2001
FIFTY-SIXTH SUPPLEMENTAL INDENTURE
INDENTURE, dated as of July 1, 2001, 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) BNY TRUST COMPANY OF
MISSOURI (successor to Peter D. Van Cleve, The Boatmen's National
Bank of St. Louis and Marvin A. Mueller), whose mailing address
is_911 Washington Avenue, St. Louis, Missouri 63101 (said Stanley
Burg being hereinafter sometimes called the "Co-Trustee", and
said BNY Trust Company of Missouri 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-sixth 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 under the Mortgage, 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 the Fifty-fifth Supplemental Indenture mentioned
below, the 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
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 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
Designation Dated as of
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
Designation Dated as of
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
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
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
Principal Principal
Amount Amount
Series Issued Outstanding
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 0/0% Series due 2003 40,000,000 None
8 1/8% Series due December 1, 2003 40,000,000 None
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
Principal Principal
Amount Amount
Series Issued Outstanding
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
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
7 1/2% Series due August 1, 2007 100,000,000 100,000,000
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 46,875,000
6.65% Series due August 1, 2005 115,000,000 115,000,000
6 0/0% Series due October 1, 2003 155,000,000 155,000,000
7 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
8 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
7.72% Series due March 1, 2003 100,000,000 100,000,000
which bonds are also hereinafter sometimes called bonds of the
First through Sixty-second 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-sixth Supplemental Indenture, and the terms of the bonds of
the Sixty-third 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 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 BNY Trust Company of Missouri (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-sixth 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-sixth
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-sixth 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 BNY Trust Company of Missouri (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-sixth 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-THIRD Series of Bonds
SECTION 1. There shall be a series of bonds designated "6
1/8% Series due July 1, 2005" (herein sometimes called the "Sixty-
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
Sixty-third Series (which shall be initially issued in the
aggregate principal amount of $100,000,000) shall mature on July
1, 2005, 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 6 1/8 %
per annum, the first interest payment to be made on January 1,
2002, for the period from July 17, 2001 to January 1, 2002 with
subsequent interest payments payable semi-annually on January 1
and July 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.
So long as all of the bonds of the Sixty-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 Sixty-third Series shall be the Business Day
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 such interest is due, shall
be the Business Day immediately preceding the date on which such
interest is paid. Interest on the bonds of the Sixty-third
Series shall be paid to the Person in whose name such bonds of
the Sixty-third Series are registered at the close of business on
the record date for the payment of such interest.
(I) Bonds of the Sixty-third 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-third Series to be redeemed and (ii) as
determined by the 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-third 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 0.20%, 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-third 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 for the Adjusted Treasury Rate 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 the Independent Investment Banker as having
a maturity comparable to the remaining term of the bonds of the
Sixty-third 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-third
Series.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of five 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 five
such Reference Treasury Dealer Quotations, the average of all
such Reference Treasury Dealer Quotations.
"Independent Investment Banker" means BNY Capital Markets,
Inc. or, if such firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Company.
"Reference Treasury Dealer" means (1) BNY Capital Markets,
Inc. and ABN AMRO Incorporated 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, and (2) any other Primary
Treasury Dealer selected by the Independent Investment Banker
after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect
to each Reference Treasury Dealer and any redemption date, the
average, as determined by the 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 the 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-third 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-third 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-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.
Bonds of the Sixty-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 Sixty-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 Fifty-sixth 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-third 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-third 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 June 30, 2001 (other than any dividend declared by the Company
on or before June 30, 2001) 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 June 30, 2001 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 June 30, 2001 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 June 30, 2001, 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 June 30, 2001.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3. The holders of the bonds of the Sixty-third
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-
third 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-sixth Supplemental Indenture, the terms defined in the
Mortgage and the First through Fifty-fifth Supplemental
Indentures shall, for all purposes of this Fifty-sixth
Supplemental Indenture, have the meanings specified in the
Mortgage and the First through -Fifty-fifth 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-fifth 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-sixth 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-sixth 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-sixth Supplemental
Indenture.
SECTION 6. Whenever in this Fifty-sixth 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-sixth 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 7. Nothing in this Fifty-sixth 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-sixth
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises or agreements in this Fifty-sixth
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-sixth 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-sixth 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 Associates for
and in its behalf, and STANLEY BURG has hereunto set his hand and
affixed his seal, and BNY TRUST COMPANY OF MISSOURI 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, as of the day and year first above written.
ENTERGY ARKANSAS, INC.
By: __________________________.
Nathan E. Langston
Vice President and Chief
Accounting Officer
Attest:
__________________________
Christopher T. Screen
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,
Associate
As Co-Trustee
___________________________[L.S.]
Executed, sealed and delivered by
Bankers Trust Company
and Stanley Burg
in the presence of:
______________________
____________________________
BNY TRUST COMPANY
OF MISSOURI,
As Co-Trustee as to property,
real or personal, situated or
being in Missouri
By: ____________________
Vice President
Attest:
___________________________
Assistant Vice President
Executed, sealed and delivered by BNY TRUST COMPANY OF MISSOURI
in the presence of:
.............................................................
.............................................................
STATE OF LOUISIANA )
) SS.:
PARISH OF ORLEANS )
On this 13th day of July, 2001, before me, Sylvia R. Bonin,
a Notary Public duly commissioned, qualified and acting within
and for said Parish and State, appeared in person the within
named Nathan E. Langston and Christopher T. Screen, to me
personally well known, who stated that they were the Vice
President and Chief Accounting Officer and 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 13th day of July, 2001, before me personally came
Nathan E. Langston, to me known, who, being by me duly sworn, did
depose and say that he resides at 125 Ayshire Court, Slidell,
Louisiana 70461; that he is the Vice President and Chief
Accounting Officer 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 13th day of July, 2001, before me appeared
Christopher T. Screen, to me personally known, who, being by me
duly sworn, did say that he is the Assistant Secretary 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 __ day of July, 2001, before me, ______________, a
Notary Public duly commissioned, qualified and acting within and
for said County and State, appeared Carol Ng and Rodney Gaughan,
to me personally well known, who stated that they were a Vice
President and Associate, 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 __ day of July, 2001, before me personally came Carol
Ng, to me known, who, being by me duly sworn, did depose and say
that she resides at 246-23 Van Zandt Avenue, Douglaston, NY
11362; 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 __ day of July, 2001, before me appeared Rodney
Gaughan, to me personally known, who, being by me duly sworn, did
say that he is an Associate 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 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 County and State
the day and year last above written.
_______________________________
Notary Public, State of New York
Qualified in New York County
Commission Expires _________________
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this ____ day of July, 2001, before me, ________________,
the undersigned, personally appeared, STANLEY BURG, 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 July, 2001, before me personally appeared
STANLEY BURG, 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
Qualified in New York County
Commission Expires _________________
STATE OF MISSOURI )
) SS.:
CITY OF ST. LOUIS )
On this ___ day of July, 2001, before me,
__________________, a Notary Public duly commissioned, qualified
and acting within and for said county and state, appeared
__________ and _____________, to me personally known, who stated
that they were a _______ and __________, respectively,
_________________ of BNY TRUST COMPANY OF MISSOURI, a
corporation, and were duly authorized in their respective
capacities to execute the foregoing instrument for and in the
name and on behalf of said Corporation; and further stated that
they had so signed, executed and delivered the same for the
consideration, uses and purposes therein mentioned and set forth.
On the___ day of July, 2001, before me personally appeared
_______________, to me personally known, who, being by me duly
sworn, did depose and say that he resided at
_________________________; that he is a ________________ of BNY
TRUST COMPANY OF MISSOURI, 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 authority of the
Board of Directors of said corporation, and that he signed his
name thereto by like authority.
On the ___ day of July, 2001, before me appeared
_____________, to me personally known, who, being by me duly
sworn, did say that he is a ____________of BNY TRUST COMPANY OF
MISSOURI, 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 City and State the
day and year last above written.
Notary Public, State of Missouri
Qualified in ___________ County
Commission Expires ____________