Form 8-K Entergy Louisiana, LLC For: Nov 21
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
�
Date of Report (Date of earliest event reported) | November 21, 2014 | |||
Entergy Louisiana, LLC | ||||
(Exact name of registrant as specified in its charter) | ||||
Texas | 1-32718 | 75-3206126 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
446 North Boulevard, Baton Rouge, Louisiana | 70802 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrants telephone number, including area code | (800) 368-3749 | |||
(Former name or former address, if changed since last report.) | ||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ]����Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]����Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]����Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]����Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On November 18, 2014, Entergy Louisiana, LLC (the Company ) entered into an Underwriting Agreement for the sale of $250,000,000 aggregate principal amount of its First Mortgage Bonds, 4.95% Series due January 15, 2045 (the Bonds ). The sale of the Bonds closed on November 21, 2014. The Bonds were registered under the Securities Act of 1933, as amended, by means of the Companys automatic shelf Registration Statement on Form S-3 (File No. 333-190911-07), which became effective upon filing on August 30, 2013.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | |
4.08 | Supplemental Indenture establishing the terms of the Bonds. |
5.06 | Opinion of Morgan, Lewis & Bockius LLP with respect to the Bonds. |
5.07 | Opinion of Mark G. Otts, Assistant General Counsel, Corporate and Securities of Entergy Services, Inc., with respect to the Bonds. |
5.08 | Opinion of Duggins Wren Mann & Romero, LLP, with respect to the Bonds. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Entergy Louisiana, LLC | |
(Registrant) | |
Date November 21, 2014 | |
/s/ Steven C. McNeal | |
(Signature) Steven C. McNeal Vice President and Treasurer | |
Counterpart of 70
Exhibit 4.08
ENTERGY LOUISIANA, LLC
(successor to Entergy Louisiana, Inc.)
TO
THE BANK OF NEW YORK MELLON
(successor to The Chase National Bank of the City of New York)
As Trustee under Entergy Louisiana, LLCs Mortgage and Deed of Trust
dated as of April 1, 1944
________________
Eighty-first Supplemental Indenture
Providing among other things for
First Mortgage Bonds, 4.95% Series due January 15, 2045
(Eighty-fifth Series)
Dated as of November 1, 2014
����
EIGHTY-FIRST SUPPLEMENTAL INDENTURE
Indenture, dated as of November 1, 2014, between ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas (hereinafter sometimes called the Company ), successor to ENTERGY LOUISIANA, INC., a corporation of the State of Louisiana converted to a corporation of the State of Texas on December 31, 2005 (hereinafter sometimes called the Louisiana Company ), which was the successor by merger to LOUISIANA POWER & LIGHT COMPANY, a corporation of the State of Florida (hereinafter sometimes called the Florida Company ), whose post office address is 446 North Boulevard, Baton Rouge, Louisiana 70802, and THE BANK OF NEW YORK MELLON, a New York banking corporation (successor to THE CHASE NATIONAL BANK OF THE CITY OF NEW YORK) whose principal office is located at 101 Barclay Street, New York, New York 10286 (hereinafter sometimes called Trustee ), as Trustee under the Mortgage and Deed of Trust, dated as of April 1, 1944 (hereinafter called the Mortgage ), which Mortgage was executed and delivered by the Florida Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this Indenture (hereinafter called the Eighty-first Supplemental Indenture ) being supplemental thereto;
WHEREAS, the Mortgage was recorded in various Parishes in the State of Louisiana, which Parishes are the same Parishes in which this Eighty-first Supplemental Indenture is to be recorded; and
WHEREAS, by the Mortgage, the Florida Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and
WHEREAS, the Florida Company executed and delivered the following supplemental indentures:
Designation | Dated as of |
First Supplemental Indenture | March 1, 1948 |
Second Supplemental Indenture | November 1, 1950 |
Third Supplemental Indenture | September 1, 1953 |
Fourth Supplemental Indenture | October 1, 1954 |
Fifth Supplemental Indenture | January 1, 1957 |
Sixth Supplemental Indenture | April 1, 1960 |
Seventh Supplemental Indenture | June 1, 1964 |
Eighth Supplemental Indenture | March 1, 1966 |
Ninth Supplemental Indenture | February 1, 1967 |
Tenth Supplemental Indenture | September 1, 1967 |
Eleventh Supplemental Indenture | March 1, 1968 |
Twelfth Supplemental Indenture | June 1, 1969 |
Thirteenth Supplemental Indenture | December 1, 1969 |
Fourteenth Supplemental Indenture | November 1, 1970 |
Fifteenth Supplemental Indenture | April 1, 1971 |
Sixteenth Supplemental Indenture | January 1, 1972 |
Seventeenth Supplemental Indenture | November 1, 1972 |
Eighteenth Supplemental Indenture | June 1, 1973 |
Nineteenth Supplemental Indenture | March 1, 1974 |
Twentieth Supplemental Indenture | November 1, 1974 |
which supplemental indentures were recorded in various Parishes in the State of Louisiana; and
WHEREAS, the Florida Company was merged into the Louisiana Company on February 28, 1975, and the Louisiana Company thereupon executed and delivered a Twenty-first Supplemental Indenture, dated as of March 1, 1975, pursuant to which the Louisiana Company, among other things, assumed and agreed duly and punctually to pay the principal of and interest on the bonds at the time issued and outstanding under the Mortgage, as then supplemented, in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage as so supplemented, and duly and punctually to observe, perform and fulfill all of the covenants and conditions of the Mortgage, as so supplemented, to be kept or performed by the Florida Company, and said Twenty-first Supplemental Indenture was recorded in various Parishes in the State of Louisiana; and
WHEREAS, the Louisiana Company has succeeded to and has been substituted for the Florida Company under the Mortgage with the same effect as if it had been named as mortgagor corporation therein; and
WHEREAS, the Louisiana Company executed and delivered the following supplemental indentures:
Designation | Dated as of |
Twenty-second Supplemental Indenture | September 1, 1975 |
Twenty-third Supplemental Indenture | December 1, 1976 |
Twenty-fourth Supplemental Indenture | January 1, 1978 |
Twenty-fifth Supplemental Indenture | July 1, 1978 |
Twenty-sixth Supplemental Indenture | May 1, 1979 |
Twenty-seventh Supplemental Indenture | November 1, 1979 |
Twenty-eighth Supplemental Indenture | December 1, 1980 |
Twenty-ninth Supplemental Indenture | April 1, 1981 |
Thirtieth Supplemental Indenture | December 1, 1981 |
Thirty-first Supplemental Indenture | March 1, 1983 |
Thirty-second Supplemental Indenture | September 1, 1983 |
Thirty-third Supplemental Indenture | August 1, 1984 |
Thirty-fourth Supplemental Indenture | November 1, 1984 |
Thirty-fifth Supplemental Indenture | December 1, 1984 |
Thirty-sixth Supplemental Indenture | December 1, 1985 |
Thirty-seventh Supplemental Indenture | April 1, 1986 |
Thirty-eighth Supplemental Indenture | November 1, 1986 |
Thirty-ninth Supplemental Indenture | May 1, 1988 |
Fortieth Supplemental Indenture | December 1, 1988 |
Forty-first Supplemental Indenture | April 1, 1990 |
Forty-second Supplemental Indenture | June 1, 1991 |
Forty-third Supplemental Indenture | April 1, 1992 |
Forty-fourth Supplemental Indenture | July 1, 1992 |
Forty-fifth Supplemental Indenture | December 1, 1992 |
Forty-sixth Supplemental Indenture | March 1, 1993 |
Forty-seventh Supplemental Indenture | May 1, 1993 |
Forty-eighth Supplemental Indenture | December 1, 1993 |
Forty-ninth Supplemental Indenture | July 1, 1994 |
Fiftieth Supplemental Indenture | September 1, 1994 |
Fifty-first Supplemental Indenture | March 1, 1996 |
Fifty-second Supplemental Indenture | March 1, 1998 |
Fifty-third Supplemental Indenture | March 1, 1999 |
Fifty-fourth Supplemental Indenture | June 1, 1999 |
Fifty-fifth Supplemental Indenture | May 15, 2000 |
Fifty-sixth Supplemental Indenture | March 1, 2002 |
Fifty-seventh Supplemental Indenture | March 1, 2004 |
Fifty-eighth Supplemental Indenture | October 1, 2004 |
Fifty-ninth Supplemental Indenture | October 15, 2004 |
Sixtieth Supplemental Indenture | May 1, 2005 |
Sixty-first Supplemental Indenture | August 1, 2005 |
Sixty-second Supplemental Indenture | October 1, 2005 |
Sixty-third Supplemental Indenture | December 15, 2005 |
which supplemental indentures were recorded in various Parishes in the State of Louisiana; and
WHEREAS, the Louisiana Company converted into a Texas limited liability company and, pursuant to a Plan of Merger by which the Company and Entergy Louisiana Properties, LLC were created (the Merger
Documents ), underwent a merger by division pursuant to which, among other things, all the Mortgaged and Pledged Property, subject to the Lien of the Mortgage, and all of the rights, obligations and duties of the Louisiana Company under the Mortgage, were allocated to the Company on December 31, 2005, and the Company thereupon executed and delivered a Sixty-fourth Supplemental Indenture, effective as of January 1, 2006, pursuant to which the Company, among other things, assumed and agreed duly and punctually to pay the principal of and interest on the bonds at the time issued and outstanding under the Mortgage, as then supplemented, in accordance with the provisions of said bonds and of any appurtenant coupons and of the Mortgage as so supplemented, and duly and punctually to observe, perform and fulfill all of the covenants and conditions of the Mortgage, as so supplemented, to be kept or performed by the Louisiana Company, and said Sixty-fourth Supplemental Indenture was recorded in various Parishes in the State of Louisiana; and
WHEREAS, effective July 1, 2008, The Bank of New York changed its name to The Bank of New York Mellon; and
WHEREAS, the Company executed and delivered the following supplemental indentures:
Designation | Dated as of |
Sixty-fifth Supplemental Indenture | August 1, 2008 |
Sixty-sixth Supplemental Indenture | November�1, 2009 |
Sixty-seventh Supplemental Indenture | March 1, 2010 |
Sixty-eighth Supplemental Indenture | September 1, 2010 |
Sixty-ninth Supplemental Indenture | October 1, 2010 |
Seventieth Supplemental Indenture | November 1, 2010 |
Seventy-first Supplemental Indenture | March 1, 2011 |
Seventy-second Supplemental Indenture | April 30, 2011 |
Seventy-third Supplemental Indenture | December 1, 2011 |
Seventy-fourth Supplemental Indenture | January 1, 2012 |
Seventy-fifth Supplemental Indenture | July 1, 2012 |
Seventy-sixth Supplemental Indenture | December 1, 2012 |
Seventy-seventh Supplemental Indenture | May 1, 2013 |
Seventy-eighth Supplemental Indenture | August 1, 2013 |
Seventy-ninth Supplemental Indenture | June 1, 2014 |
Eightieth Supplemental Indenture | July 1, 2014 |
which supplemental indentures were or will be recorded in various Parishes in the State of Louisiana and with the Secretary of State of Texas; and
WHEREAS, in addition to the property described in the Mortgage, as supplemented, the Company has acquired certain other property, rights and interests in property; and
WHEREAS, the Florida Company or the Louisiana Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of bonds:
Series | Principal Amount Issued | Principal Amount Outstanding |
3% Series due 1974 | $ 17,000,000 | None |
3 1/8% Series due 1978 | 10,000,000 | None |
3% Series due 1980 | 10,000,000 | None |
4% Series due 1983 | 12,000,000 | None |
3 1/8% Series due 1984 | 18,000,000 | None |
4 3/4% Series due 1987 | 20,000,000 | None |
5% Series due 1990 | 20,000,000 | None |
4 5/8% Series due 1994 | 25,000,000 | None |
5 3/4% Series due 1996 | 35,000,000 | None |
5 5/8% Series due 1997 | 16,000,000 | None |
6 1/2% Series due September 1, 1997 | 18,000,000 | None |
7 1/8% Series due 1998 | 35,000,000 | None |
9 3/8% Series due 1999 | 25,000,000 | None |
9 3/8% Series due 2000 | 20,000,000 | None |
7 7/8% Series due 2001 | 25,000,000 | None |
7 1/2% Series due 2002 | 25,000,000 | None |
7 1/2% Series due November 1, 2002 | 25,000,000 | None |
8% Series due 2003 | 45,000,000 | None |
8 3/4% Series due 2004 | 45,000,000 | None |
9 1/2% Series due November 1, 1981 | 50,000,000 | None |
9 3/8% Series due September 1, 1983 | 50,000,000 | None |
8 3/4% Series due December 1, 2006 | 40,000,000 | None |
9% Series due January 1, 1986 | 75,000,000 | None |
10% Series due July 1, 2008 | 60,000,000 | None |
10 7/8% Series due May 1, 1989 | 45,000,000 | None |
13 1/2% Series due November 1, 2009 | 55,000,000 | None |
15 3/4% Series due December 1, 1988 | 50,000,000 | None |
16% Series due April 1, 1991 | 75,000,000 | None |
16 1/4% Series due December 1, 1991 | 100,000,000 | None |
12% Series due March 1, 1993 | 100,000,000 | None |
13 1/4% Series due March 1, 2013 | 100,000,000 | None |
13% Series due September 1, 2013 | 50,000,000 | None |
16% Series due August 1, 1994 | 100,000,000 | None |
14 3/4% Series due November 1, 2014 | 55,000,000 | None |
15 1/4% Series due December 1, 2014 | 35,000,000 | None |
14% Series due December 1, 1992 | 60,000,000 | None |
14 1/4% Series due December 1, 1995 | 15,000,000 | None |
10 1/2% Series due April 1, 1993 | 200,000,000 | None |
10 3/8% Series due November 1, 2016 | 280,000,000 | None |
Series 1988A due September 30, 1988 | 13,334,000 | None |
Series 1988B due September 30, 1988 | 10,000,000 | None |
Series 1988C due September 30, 1988 | 6,667,000 | None |
10.36% Series due December 1, 1995 | 75,000,000 | None |
10 1/8% Series due April 1, 2020 | 100,000,000 | None |
Environmental Series A due June 1, 2021 | 52,500,000 | None |
Environmental Series B due April 1, 2022 | 20,940,000 | None |
7.74% Series due July 1, 2002 | 179,000,000 | None |
8 1/2% Series due July 1, 2022 | 90,000,000 | None |
Environmental Series C due December 1, 2022 | 25,120,000 | None |
6% Series due March 1, 2000 | 100,000,000 | None |
Environmental Series D due May 1, 2023 | 34,364,000 | None |
Environmental Series E due December 1, 2023 | 25,991,667 | None |
Environmental Series F due July 1, 2024 | 21,335,000 | None |
Collateral Series 1994-A, due July 2, 2017 | 117,805,000 | 109,288,6041 |
Collateral Series 1994-B, due July 2, 2017 | 58,865,000 | 54,626,3231 |
Collateral Series 1994-C, due July 2, 2017 | 31,575,000 | 29,288,1441 |
8 3/4% Series due March 1, 2026 | 115,000,000 | None |
6 1/2% Series due March 1, 2008 | 115,000,000 | None |
5.80% Series due March 1, 2002 | 75,000,000 | None |
Environmental Series G due June 1, 2030 | 67,200,000 | None |
8 1/2% Series due June 1, 2003 | 150,000,000 | None |
7.60% Series due April 1, 2032 | 150,000,000 | None |
5.5% Series due April 1, 2019 | 100,000,000 | None |
6.4% Series due October 1, 2034 | 70,000,000 | None |
5.09% Series due November 1, 2014 | 115,000,000 | None |
4.67% Series due June 1, 2010 | 55,000,000 | None |
5.56% Series due September 1, 2015 | 100,000,000 | None |
6.3% Series due September 1, 2035 | 100,000,000 | None |
5.83% Series due November 1, 2010 | 150,000,000 | None |
6.50% Series due September 1, 2018 | 300,000,000 | 300,000,000 |
5.40% Series due November�1, 2024 | 400,000,000 | 400,000,000 |
6.0% Series due March 15, 2040 | 150,000,000 | 150,000,000 |
4.44% Series due January 15, 2026 | 250,000,000 | 250,000,000 |
Environmental Series H due June 1, 2030 | 119,073,000 | 119,073,000** |
5.875% Series due June 15, 2041 | 150,000,000 | 150,000,000 |
4.80% Series due May 1, 2021 | 200,000,000 | 200,000,000 |
1.1007% Series due December 31, 2012 | 750,000,000 | None |
1.875% Series due December 15, 2014 | 250,000,000 | 250,000,000 |
5.25% Series due July 1, 2052 | 200,000,000 | 200,000,000 |
3.30% Series due December 1, 2022 | 200,000,000 | 200,000,000 |
4.70% Series due June 1, 2063 | 100,000,000 | 100,000,000 |
4.05% Series due September 1, 2023 | 325,000,000 | 325,000,000 |
5% Series due July 15, 2044 | 170,000,000 | 170,000,000 |
3.78% Series due April 1, 2025 | 190,000,000 | 190,000,000 |
1 All of which provide equity support for the Owner-Participants in the Waterford 3 Sale-Leaseback transaction and bear no interest.
**All of which are currently held by the Trustee for the benefit of the holders of $115,000,000 in aggregate principal amount of Louisiana Public Facilities Authority 5% Revenue Bonds (Entergy Louisiana, LLC Project) Series 2010 and bear no interest.
which bonds are also hereinafter sometimes called bonds of the First through Eighty-fourth 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 without the consent of any holders of bonds, the Company and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures, in form satisfactory to the Trustee, in order to establish the form and terms of bonds of any series; and
WHEREAS, the Company now desires to create a new series of bonds, establish the terms of bonds of such series and to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented; and
WHEREAS, the execution and delivery by the Company of this Eighty-first Supplemental Indenture, and the terms of the bonds of the Eighty-fifth 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 Trustee 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 Trustee and in order further to secure the payment both of 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 modification made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto The Bank of New York Mellon, as Trustee under the Mortgage, and to its successor or successors in said trust, and to said Trustee and its successors and assigns forever, (a) all of the Mortgaged and Pledged Property acquired by the Company from the Louisiana Company pursuant to the allocations in the Merger Documents, and improvements, extensions and additions thereto and renewals and replacements thereof, (b) the property made and used by the Company as the basis under any of the provisions of the Mortgage, as supplemented, for the authentication and delivery of additional bonds or the withdrawal of cash or the release of property or a credit under Section 39 of the Mortgage, (c) such franchises, repairs and additional property as may be acquired, made or constructed by the Company (1) to maintain, renew and preserve the franchises covered by this Mortgage, as supplemented, or (2) to maintain the property mortgaged and intended to be mortgaged under the Mortgage, as supplemented, as an operating system or systems in good repair, working order and condition, or (3) in rebuilding or renewal of property, subject to the Lien of the Mortgage, as supplemented, damaged or destroyed, or (4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers, poles, wire, pipe, tools, implements and furniture, subject to the Lien of the Mortgage, as supplemented, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operation of the property
mortgaged and intended to be mortgaged under the Mortgage, as supplemented; and (d) all other property, real, personal and mixed, acquired by the Company on or after December 31, 2005 (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 Eighty-first Supplemental Indenture and Mortgage) 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, 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, bridges, culverts, tracks, 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.
TO HAVE AND TO HOLD ALL such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto The Bank of New York Mellon, as Trustee, and its 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 supplemented, this Eighty-first Supplemental Indenture being supplemental thereto.
AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustee and the beneficiaries of the trust with respect to said property, and to the Trustee and its successors as Trustee of said property in the same manner and with the same effect as if said property had been owned by the Florida Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustee by the Mortgage as a part of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the Trustee and its successor or successors in said trust under the Mortgage as follows:
ARTICLE I
EIGHTY-FIFTH SERIES BONDS
SECTION 1There shall be a series of bonds designated "4.95% Series due January 15, 2045 (herein sometimes called the Eighty-fifth 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 Eighty-fifth Series (which shall be initially issued in the aggregate principal amount of $250,000,000) shall be dated as in Section 10 of the Mortgage provided, shall mature on January 15, 2045, shall be issued as fully registered bonds in any integral multiple or multiples of One Thousand Dollars, and shall bear interest at the rate of 4.95% per annum, the first interest payment to be made on July 15,�2015, for the period from November 21, 2014 to July 15, 2015 with subsequent interest payments payable semiannually on January 15 and July 15 of each year (each, an Interest Payment Date ), the principal of and interest on each said bond to be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.
Interest on the bonds of the Eighty-fifth Series will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date, redemption date or the maturity date of any bond of the Eighty-fifth Series shall not be a Business Day, then payment of interest or principal and premium, if any, need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date, redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or the maturity date, as the case may be, to such Business Day. Business Day means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the Trustee is closed for business.
So long as all of the bonds of the Eighty-fifth 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 Eighty-fifth Series shall be the close of business on the Business Day immediately preceding the corresponding Interest Payment Date; provided, however, that the record date for the payment of interest which is paid after such Interest Payment Date, shall be the Business Day immediately preceding the date on which such interest is paid. Interest on the bonds of the Eighty-fifth Series shall be paid to the Person in whose name such bonds of the Eighty-fifth Series are registered at the close of business on the record date for the corresponding Interest Payment Date.
The Company reserves the right to establish, at any time, by Resolution of the Board of Directors of the Company, a form of coupon bond, and of appurtenant coupons, for the Eighty-fifth Series and to provide for exchangeability of such coupon bonds with the bonds of said Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose.
(I) The bonds of the Eighty-fifth Series shall be redeemable at the option of the Company, in whole or in part, 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 any time prior to January 15, 2025, at a redemption
price equal to the greater of (i) 100% of the principal amount of the bonds of the Eighty-fifth Series being redeemed and (ii) as determined by the Independent Investment Banker, the sum of (x) the present value of the payment on January 15, 2025 of the principal amount of the bonds of the Eighty-fifth Series being redeemed plus (y) the sum of the present values of the remaining scheduled payments of interest on the bonds of the Eighty-fifth Series being redeemed to January 15, 2025 (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 0.30% plus accrued and unpaid interest thereon to, but not including, the redemption date.
The bonds of the Eighty-fifth Series shall also be redeemable at the option of the Company, in whole or in part, 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 any time on or after January 15, 2025, at a redemption price equal to the principal amount of the bonds of the Eighty-fifth Series being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
As used herein, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:
The term Adjusted Treasury Rate shall mean, 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 Eighty-fifth 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.
The term Comparable Treasury Issue shall mean 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 Eighty-fifth 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 the bonds of the Eighty-fifth Series.
The term Comparable Treasury Price shall mean, 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.
The term Independent Investment Banker shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms 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) BNP Paribas Securities Corp., Mizuho Securities USA Inc., RBS Securities Inc., Scotia Capital (USA) Inc. and a Primary Treasury Dealer (as defined below) selected by Mitsubishi UFJ Securities (USA), Inc., or, in each case, an affiliate thereof, 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 will substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.
The term Reference Treasury Dealer Quotations shall mean, 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 at 5:00 p.m. on the third Business Day preceding such redemption date.
(II) At the option of the registered owner, any bonds of the Eighty-fifth 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 Eighty-fifth Series of other authorized denominations.
Bonds of the Eighty-fifth 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 Eighty-fifth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.
Upon the delivery of this Eighty-first 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 Eighty-fifth Series for the aggregate principal amount of $250,000,000. Additional bonds of the Eighty-fifth Series, without limitation as to amount, having substantially the same terms as the Outstanding bonds of the Eighty-fifth Series (except for the issue date, the price to public and, if applicable, the initial Interest Payment Date) may be issued by the Company, subject to satisfaction of the requirements of the Mortgage, as heretofore supplemented, without the notice to or the consent of the existing holders of the bonds of the Eighty-fifth Series.
ARTICLE II
THE COMPANY RESERVES THE RIGHT
TO AMEND CERTAIN PROVISIONS OF THE MORTGAGE
1.The Company reserves the right, without any consent, vote or other action by holders of bonds of the Eighty-fifth Series, or of any subsequent series, to amend the Mortgage, as heretofore amended and supplemented, as follows:
To amend Section 6 of the Mortgage to read substantially as follows:
Section 6.����The term Excepted Encumbrances shall mean as of any particular time any of the following:
(a)����liens for taxes, assessments and other governmental charges or requirements which are not delinquent or which are being contested in good faith by appropriate proceedings or of which at least ten (10) Business Days notice has not been given to the general counsel of the Company or to such other Person designated by the Company to receive such notices;
(b)����mechanics, workmens, repairmens, materialmens, warehousemens, and carriers liens, other liens incident to construction, liens or privileges of any employees of the Company for salary or wages earned, but not yet payable, and other liens, including without limitation liens for workers compensation awards, arising in the ordinary course of business for charges or requirements which are not delinquent or which are being contested in good faith and by appropriate proceedings or of which at least ten (10) Business Days notice has not been given to the general counsel of the Company or to such other Person designated by the Company to receive such notices;
(c)����liens in respect of attachments, judgments or awards arising out of judicial or administrative proceedings (i) in an amount not exceeding the greater of (A) Ten Million Dollars ($10,000,000) and (B) three percent (3%) of the principal amount of the Bonds then Outstanding or (ii) with respect to which the Company shall (X) in good faith be prosecuting an appeal or other proceeding for review and with respect to which the Company shall have secured a stay of execution pending such appeal or other proceeding or (Y) have the right to prosecute an appeal or other proceeding for review or (Z) have not received at least ten (10) Business Days notice given to the general counsel of the Company or to such other Person designated by the Company to receive such notices;
(d)����easements, leases, reservations or other rights of others in, on, over and/or across, and laws, regulations and restrictions affecting, and defects, irregularities, exceptions and limitations in title to, the Mortgaged and Pledged Property or any part thereof; provided, however, that such easements, leases, reservations, rights, laws, regulations, restrictions, defects, irregularities, exceptions and limitations do not in the aggregate materially impair the use by the Company of the Mortgaged and Pledged Property considered as a whole for the purposes for which it is held by the Company;
(e)����liens, defects, irregularities, exceptions and limitations in (i) title to real property subject to rights-of-way in favor of the Company or otherwise or used or to be used by the Company primarily for right-of-way purposes; (ii) real property held under lease, easement, license or similar right;
or (iii) the rights-of-way, leases, easements, licenses or similar rights in favor of the Company; provided, however, that (A) the Company shall have obtained from the apparent owner or owners of such real property a sufficient right, by the terms of the instrument granting such right-of-way, lease, easement, license or similar right, to the use thereof for the purposes for which the Company acquired the same; (B) the Company has power under eminent domain or similar statutes to remove or subordinate such liens, defects, irregularities, exceptions or limitations or (C) such defects, irregularities, exceptions and limitations may be otherwise remedied without undue effort or expense; and defects, irregularities, exceptions and limitations in title to flood lands, flooding rights and/or water rights;
(f)����liens securing indebtedness or other obligations neither created, assumed nor guaranteed by the Company nor on account of which it customarily pays interest upon real property or rights in or relating to real property acquired by the Company for the purpose of the transmission or distribution of electric energy, gas or water, for the purpose of telephonic, telegraphic, radio, wireless or other electronic communication or otherwise for the purpose of obtaining rights-of-way;
(g)����leases existing on June 1, 2014 affecting properties owned by the Company at said date and renewals and extensions thereof; and leases affecting such properties entered into after such date or affecting properties acquired by the Company after such date which, in either case, (i) have respective terms of not more than ten (10) years (including extensions or renewals at the option of the tenant) or (ii) do not materially impair the use by the Company of such properties for the respective purposes for which they are held by the Company;
(h)����liens vested in lessors, licensors, franchisors or permitters for rent or other amounts to become due or for other obligations or acts to be performed, the payment of which rent or the performance of which other obligations or acts is required under leases, subleases, licenses, franchises or permits, so long as the payment of such rent or other amounts or the performance of such other obligations or acts is not delinquent or is being contested in good faith and by appropriate proceedings;
(i)����controls, restrictions, obligations, duties and/or other burdens imposed by federal, state, municipal or other law, or by rules, regulations or orders of Governmental Authorities, upon the Mortgaged and Pledged Property or any part thereof or the operation or use thereof or upon the Company with respect to the Mortgaged and Pledged Property or any part thereof or the operation or use thereof or with respect to any franchise, grant, license, permit or public purpose requirement, or any rights reserved to or otherwise vested in Governmental Authorities to impose any such controls, restrictions, obligations, duties and/or other burdens;
(j)����rights which Governmental Authorities may have by virtue of franchises, grants, licenses, permits or contracts, or by virtue of law, to purchase, recapture or designate a purchaser of or order the sale of the
Mortgaged and Pledged Property or any part thereof, to terminate franchises, grants, licenses, permits, contracts or other rights or to regulate the property and business of the Company; and any and all obligations of the Company correlative to any such rights;
(k)����liens required by law or governmental regulations (i) as a condition to the transaction of any business or the exercise of any privilege or license, (ii) to enable the Company to maintain self-insurance or to participate in any funds established to cover any insurance risks, (iii) in connection with workmens compensation, unemployment insurance, social security, any pension or welfare benefit plan or (iv) to share in the privileges or benefits required for companies participating in one or more of the arrangements described in clauses (ii) and (iii) above;
(l)����liens on the Mortgaged and Pledged Property or any part thereof which are granted by the Company to secure duties or public or statutory obligations or to secure, or serve in lieu of, surety, stay or appeal bonds;
(m)����rights reserved to or vested in others to take or receive any part of any coal, ore, gas, oil and other minerals, any timber and/or any electric capacity or energy, gas, water, steam and any other products, developed, produced, manufactured, generated, purchased or otherwise acquired by the Company or by others on property of the Company;
(n)����(i) rights and interests of Persons other than the Company arising out of contracts, agreements and other instruments to which the Company is a party and which relate to the common ownership or joint use of property; and (ii) all liens on the interests of Persons other than the Company in property owned in common by such Persons and the Company if and to the extent that the enforcement of such liens would not adversely affect the interests of the Company in such property in any material respect;
(o)����any restrictions on assignment and/or requirements of any assignee to qualify as a permitted assignee and/or public utility or public service corporation;
(p)����any liens which have been bonded for the full amount in dispute or for the payment of which other adequate security arrangements have been made;
(q)����any controls, liens, restrictions, regulations, easements, exceptions or reservations of any public authority or unit applying particularly to any form of space satellites (including but not limited to solar power satellites), space stations and other analogous facilities whether or not in the earths atmosphere;
(r)����rights and interests granted pursuant to Section 58;
(s)����any lien of the Trustee granted pursuant to Section 96; and
(t)����Prepaid Liens.
The term Business Day shall mean when used with respect to the place or places, at which, principal of and premium, if any, and interest, if any, on the bonds are payable or any other particular location specified in the bonds or this Indenture, means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in such place of payment or other location are generally authorized or required by law, regulation or executive order to remain closed, except as may be otherwise specified in the bonds or in a supplemental indenture creating such bonds.
The term Governmental Authority shall mean the government of the United States or of any State or Territory thereof or of the District of Columbia or of any county, municipality or other political subdivision of any thereof, or any department, agency, authority or other instrumentality of any of the foregoing.
The term Person shall mean any individual, Corporation, joint venture, trust or unincorporated organization or any Governmental Authority.
The term Prepaid Liens means any lien securing indebtedness for the payment of which money in the necessary amount shall have been irrevocably deposited in trust with the trustee or other holder of such lien; provided, however, that if such indebtedness is to be redeemed or otherwise prepaid prior to the stated maturity thereof, any notice requisite to such redemption or prepayment shall have been given in accordance with the mortgage or other instrument creating such lien or irrevocable instructions to give such notice shall have been given to such trustee or other holder.
2.The Company reserves the right, without any consent, vote or other action by holders of bonds of the Eighty-fifth Series, or of any subsequent series, to amend the Mortgage, as heretofore amended and supplemented, as follows:
To amend subdivision 7 of Section 28 of the Mortgage through the end of clause (b) thereof to read substantially as follows:
(7)����either an Opinion of Counsel or an Officers Certificate to the effect that:
(a)����this Indenture constitutes, or, upon the delivery of, and/or the filing and/or recording in the proper places and manner of, the instruments of conveyance, assignment or transfer, if any, specified in said opinion or certificate, will constitute, a lien on all the Property Additions to be made the basis of the authentication and delivery of such bonds, subject to no lien thereon prior to the lien of this Indenture except Excepted Encumbrances and Qualified Liens and any other liens of which the signer of said opinion or certificate has no actual knowledge and which do not appear on a specified lien search report received by said signer not more than five (5) Business Days prior to the date of said opinion or certificate;
(b)����the Company has corporate authority to operate such Property Additions; and
Officers Certificate means a certificate signed by the Chairman of the Board, the Vice Chairman, the President, any Vice President, the Treasurer, any Assistant Treasurer, or any other officer, manager or agent of the Company duly authorized pursuant to a resolution of the Board of Directors to act in respect of matters relating to this Indenture.
3.The Company reserves the right, without any consent, vote or other action by holders of bonds of the Eighty-fifth Series, or of any subsequent series, to amend the Mortgage, as heretofore amended and supplemented, as follows:
To amend Section 58 of the Mortgage to read substantially as follows:
Section 58.����Unless one of more of the Defaults defined in Section 65 hereof shall have occurred and be continuing, the Company may at any time and from time to time, without any release or consent by, or report to, the Trustee:
(1)����sell or otherwise dispose of, free from the lien of this Indenture, any machinery, equipment, apparatus, towers, transformers, poles, lines, cables, conduits, ducts, conductors, meters, regulators, holders, tanks, retorts, purifiers, odorizers, scrubbers, compressors, valves, pumps, mains, pipes, service pipes, fittings, connections, services, tools, implements, or any other fixtures or personalty, then subject to the lien hereof, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operations of the Company upon replacing the same by, or substituting for the same, similar or analogous property, or other property performing a similar or analogous function or otherwise obviating the need therefor, having a fair value to the Company at least equal to that of the property sold or otherwise disposed of and subject to the lien hereof, subject to no liens prior hereto except Excepted Encumbrances and any other liens to which the property sold or otherwise disposed of was subject;
(2)����cancel or make changes or alterations in or substitutions for any and all easements, servitudes, rights-of-way and similar rights and/or interests;
(3)����grant, free from the lien of this Indenture, easements, ground leases or rights-of-way in, upon, over and/or across the property or rights-of-way of the Company for the purpose of roads, pipe lines, transmission lines, distribution lines, communication lines, railways, removal or transportation of coal, lignite, gas, oil or other minerals or timber, and other like purposes, or for the joint or common use of real property, rights-of-way, facilities and/or equipment; provided, however, that such grant shall not materially impair the use of the property or rights-of-way for the purposes for which such property or rights-of-way are held by the Company; and
(4)����terminate, abandon, surrender, cancel, release, modify or dispose of any franchises, licenses or permits that are Mortgaged and Pledged Property; provided that such action is, in the opinion of the Company, necessary, desirable or advisable in the conduct of the business of the Company, and; provided further that any franchises, licenses or permits that become Mortgaged and Pledged Property by the operation of granting clauses and thereafter, in the opinion of the Company, cease to be necessary for the operation of the Mortgaged and Pledged Property shall automatically cease to be subject to the lien of this Indenture, without any release or consent, or report to, the Trustee.
4.The Company reserves the right, without any consent, vote or other action by holders of bonds of the Eighty-fifth Series, or of any subsequent series, to amend the Mortgage, as heretofore amended and supplemented, as follows:
To amend Section 86 of the Mortgage to add a new paragraph at the end reading substantially as
follows:
A statutory merger in which the Companys assets and liabilities may be allocated among one or more entities, shall not be considered to be a merger, consolidation, conveyance or other transfer of Mortgaged and Pledged Property subject to the provisions of this Article XVI unless all or substantially all of the Mortgaged and Pledged Property is allocated by such statutory merger to one or more entities other than the Company.
5.The Company reserves the right, without any consent, vote or other action by holders of bonds of the Eighty-fifth Series, or of any other subsequent series, to amend the Mortgage, as heretofore amended and supplemented, as follows:
To delete all provisions in the Mortgage which require a Net Earning Certificate, whether as a condition precedent to the authentication and delivery of bonds or otherwise.
6.Each initial and future holder of bonds of the Eighty-fifth Series, by its acquisition of an interest in such Bonds, irrevocably (a) consents to the amendment set forth in Sections 1, 2, 3, 4 and 5 of this Article II of this Eighty-first Supplemental Indenture without any other or further action by any holder of such bonds, and (b) designates the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise.
ARTICLE III
MISCELLANEOUS PROVISIONS
1.The holders of the bonds of the Eighty-fifth 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 Eighty-fifth 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.
2.Subject to any amendments provided for in this Eighty-first Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Eighty-first Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented.
3.So long as any bonds of the Eighty-fifth Series shall remain Outstanding, in each Net Earning Certificate made pursuant to Section 7 of the Mortgage there shall be included in operating expenses for the twelve (12) months period with respect to which such certificate is made an amount, if any (not otherwise included), equal to the provisions for amortization of any amounts included in utility plant acquisition adjustment accounts for such period.
4.So long as any bonds of the Eighty-fifth Series shall remain Outstanding, subdivision (2) of Section 7(A) of the Mortgage is hereby amended by adding thereto the following words provided, further, that the amount so included in such operating expenses in lieu of the amounts actually appropriated out of income for retirement of the Mortgaged and Pledged Property used primarily and principally in the electric, gas, steam and/or hot water utility business and the Companys automotive equipment used in the operation of such property shall not be less than the amounts so actually appropriated out of income .
5.The Trustee hereby accepts the trusts herein declared, provided, created or supplemented and agrees to perform the same upon the terms and conditions herein and in the Mortgage, as heretofore amended, set forth and upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eighty-first Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Eighty-first Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Eighty-first Supplemental Indenture.
6.Whenever in this Eighty-first Supplemental Indenture any of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all covenants and agreements in this Eighty-first Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, 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.
7.Nothing in this Eighty-first Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Eighty-first Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Eighty-first 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 coupons Outstanding under the Mortgage.
8.It is the intention and it is hereby agreed that, so far as concerns that portion of the Mortgaged and Pledged Property situated within the State of Louisiana, the general language of conveyance contained in this Eighty-first Supplemental Indenture is intended and shall be construed as words of hypothecation and not of conveyance, and that, so far as the said Louisiana property is concerned, this Eighty-first Supplemental Indenture shall be considered as an act of mortgage and pledge under the laws of the State of Louisiana, and the Trustee herein named is named as mortgagee and pledgee in trust for the benefit of itself and of all present and future holders of bonds and coupons issued and to be issued under the Mortgage, and is irrevocably appointed special agent and representative of the holders of the bonds and coupons issued and to be issued under the Mortgage and vested with full power in their behalf to effect and enforce the mortgage and pledge hereby constituted for their benefit, or otherwise to act as herein provided for.
9.This Eighty-first 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.
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IN WITNESS WHEREOF, ENTERGY LOUISIANA, LLC has caused its company name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its company seal to be attested by its Secretary or one of its Assistant Secretaries, for and in its behalf, and THE BANK OF NEW YORK MELLON, in token of its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents, Senior Associates or Associates and its corporate seal to be attested by one of its Vice Presidents, Senior Associates or Associates, all as of the day and year first above written.
ENTERGY LOUISIANA, LLC By:/s/ Steven C. McNeal Name:Steven C. McNeal Title:Vice President and Treasurer | |
Attest: By:/s/ Daniel T. Falstad Name: Daniel T. Falstad Title: Secretary | |
Executed, sealed and delivered by ENTERGY LOUISIANA, LLC in the presence of: /s/ Shannon K. Ryerson Name: Shannon K. Ryerson /s/ Leah Dawsey Name: Leah Dawsey | |
THE BANK OF NEW YORK MELLON As Successor Trustee By:/s/ Laurence J. OBrien Name: Laurence J. OBrien Title: Vice President | |
Attest: By:/s/ Latoya Elvin Name: Latoya Elvin Title: Vice President | |
Executed, sealed and delivered by THE BANK OF NEW YORK MELLON in the presence of: /s/ David OBrien Name: David OBrien /s/ Glenn Mitchell Name: Glenn Mitchell | |
STATE OF LOUISIANA
��������������������������������������������������� } ss.:
PARISH OF ORLEANS
On this 18th day of November, 2014, before me appeared STEVEN C. MCNEAL, to me personally known, who, being by me duly sworn, did say that he is Vice President and Treasurer of ENTERGY LOUISIANA, LLC, and that the seal affixed to the above instrument is the seal of said entity and that said instrument was signed and sealed in behalf of said entity by authority of its Board of Directors, and said STEVEN C. MCNEAL, acknowledged said instrument to be the free act and deed of said entity.
On this 18th day of November, 2014, before me personally came STEVEN C. MCNEAL, to me known, who, being by me duly sworn, did depose and say that he resides at 8043 Winners Circle, Mandeville, Louisiana 70448; that he is Vice President and Treasurer of ENTERGY LOUISIANA, LLC, one of the entities described in and which executed the above instrument; that he knows the seal of said entity; that the seal affixed to said instrument is such seal, that it was so affixed by order of the Board of Directors of said entity, and that he signed his name thereto by like order.
/s/ Jennifer B. Favalora Notary Public Name: Jennifer B. Favalora Notary ID Number 57639 My commission expires: at my death | |
STATE OF NEW JERSEY
����������������������������������������������������������� } ss.:
COUNTY OF PASSAIC
On this 17th day of November, 2014, before me appeared Laurence J. OBrien to me personally known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did say that he is a Vice President of THE BANK OF NEW YORK MELLON, and that the seal affixed to the above instrument is the corporate seal of said entity and that said instrument was signed and sealed in behalf of said entity by authority of its Board of Directors, and said Laurence J. OBrien acknowledged said instrument to be the free act and deed of said entity.
On this 17th day of November, 2014, before me personally came Latoya Elvin, to me known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did depose and say that she resides in Bogota, NJ; that she is a Vice President of THE BANK OF NEW YORK MELLON, one of the entities described in and which executed the above instrument; that she knows the seal of said entity; that the seal affixed to said instrument is such seal, that it was so affixed by order of the Board of Directors of said entity, and that she signed his name thereto by like order.
/s/ Sieglinde Corbo Sieglinde Corbo Notary Public of NewJersey ID#2440811 My Commission Expires 11/21/2018 | |
Exhibit 5.06
�
November 21, 2014
Entergy Louisiana, LLC 446 North Boulevard Baton Rouge, Louisiana 70802 |
Ladies and Gentlemen:
We have acted as counsel for Entergy Louisiana, LLC (the Company ) in connection with the Registration Statement on Form S-3, as amended (Registration Statement No. 333-190911-07) (the Registration Statement ), relating to $250,000,000 in aggregate principal amount of the Companys First Mortgage Bonds, 4.95% Series due January 15, 2045 (the Bonds ). The Bonds have been issued pursuant to the Companys Mortgage and Deed of Trust, dated as of April 1, 1944, with The Bank of New York Mellon, as successor trustee (the Trustee ) (the Mortgage, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including by the supplemental indenture establishing the terms of the Bonds, being hereinafter referred to as the Mortgage ).
In our capacity as such counsel, we have examined the Registration Statement and the Mortgage, which has been filed with the Securities and Exchange Commission as an exhibit to the Registration Statement. As to questions of fact material to the opinions expressed herein, we have relied upon representations and certifications of the officers of the Company and appropriate public officials without independent verification of such matters except as otherwise described herein. We have also examined or have caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as originals of the documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof.
Subject to the foregoing and the further exceptions and qualifications set forth below, we are of the opinion that the Bonds are legally valid and are binding obligations of the Company.
This opinion is limited to the laws of the States of New York, Louisiana and Texas and the federal laws of the United States of America. To the extent that the opinions relate to or are dependent upon matters governed by the laws of the State of Louisiana, we have relied upon the opinion of Mark G. Otts, Esq., Assistant General Counsel - Corporate and Securities of Entergy Services, Inc., which is being filed as Exhibit 5.07 to the Registration Statement. To the extent that the opinions relate to or are dependent upon matters governed by the laws of the State of Texas, we have relied upon the opinion of Duggins Wren Mann & Romero, LLP, which is being filed as Exhibit 5.08 to the Registration Statement.
We hereby consent to the filing of this opinion as Exhibit 5.06 to the Registration Statement. We also consent to the reference to us in the prospectus included in the Registration Statement under the caption
Legality. In giving the foregoing consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
Exhibit 5.07
November 21, 2014
Entergy Louisiana, LLC
446 North Boulevard
Baton Rouge, Louisiana 70802
Ladies and Gentlemen:
I have acted as counsel for Entergy Louisiana, LLC (the Company ) in connection with the Registration Statement on Form S-3, as amended (Registration Statement No. 333-190911-07) (the Registration Statement ), relating to $250,000,000 in aggregate principal amount of the Companys First Mortgage Bonds, 4.95% Series due January 15, 2045 (the Bonds ). The Bonds have been issued pursuant to the Companys Mortgage and Deed of Trust, dated as of April 1, 1944, with The Bank of New York Mellon, as successor trustee (the Trustee ) (the Mortgage, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including by the supplemental indenture establishing the terms of the Bonds, being hereinafter referred to as the Mortgage ).
In my capacity as such counsel, I have examined the Registration Statement and the Mortgage, which has been filed with the Securities and Exchange Commission as an exhibit to the Registration Statement. As to questions of fact material to the opinions expressed herein, I have relied upon representations and certifications of the officers of the Company and appropriate public officials without independent verification of such matters except as otherwise described herein. I have also examined or have caused to be examined such other documents and have satisfied myself as to such other matters as I have deemed necessary in order to render this opinion. In such examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to me as originals, the conformity with the originals of all documents submitted to me as originals of the documents submitted to me as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to me as copies. I have not examined the Bonds, except a specimen thereof, and I have relied upon a certificate of the Trustee as to the authentication and delivery thereof.
Subject to the foregoing and the further exceptions and qualifications set forth below, I am of the opinion that the Bonds are legally valid and are binding obligations of the Company.
This opinion is limited to the laws of the States of Louisiana, Texas and New York and the federal laws of the United States of America. To the extent that the opinions relate to or are dependent upon matters governed by the laws of the State of New York, I have relied upon the opinion of Morgan, Lewis & Bockius LLP, which is being filed as Exhibit 5.06 to the Registration Statement. To the extent that the opinions relate to or are dependent upon matters governed by the laws of the State of Texas, I have relied upon the opinion of Duggins Wren Mann & Romero, LLP, which is being filed as Exhibit 5.08 to the Registration Statement.
I hereby consent to the filing of this opinion as Exhibit 5.07 to the Registration Statement. I also consent to the reference to me in the prospectus included in the Registration Statement under the caption Legality. In giving the foregoing consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Mark G. Otts
[Duggins Wren Mann & Romero, LLP letterhead]
November 21, 2014
Exhibit 5.08
Entergy Louisiana, LLC
446 North Boulevard
Baton Rouge, Louisiana 70802
Ladies and Gentlemen:
We have acted as local Texas counsel for Entergy Louisiana, LLC, a Texas limited liability company (the Company ) in connection with the Registration Statement on Form S-3 (Registration Statement No. 333-190911-07) (the Registration Statement ), relating to $250,000,000 in aggregate principal amount of the Companys First Mortgage Bonds, 4.95% Series due January 15, 2045 (the Bonds ). The Bonds have been issued pursuant to the Companys Mortgage and Deed of Trust, dated as of April 1, 1944, with The Bank of New York Mellon, as successor trustee (the Trustee ) (the Mortgage, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including by the supplemental indenture establishing the terms of the Bonds, being hereinafter referred to as the Mortgage ).
In our capacity as such counsel, we have examined the Registration Statement and the Mortgage, which has been filed with the Securities and Exchange Commission as an exhibit to the Registration Statement. As to questions of fact material to the opinions expressed herein, we have relied upon representations and certifications of the officers of the Company and appropriate public officials without independent verification of such matters except as otherwise described herein. We have also examined or have caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof.
[Duggins Wren Mann & Romero, LLP letterhead]
November 21, 2014
Page 2
Subject to the foregoing and the further exceptions and qualifications set forth below, we are of the opinion that the Bonds are legally valid and are binding obligations of the Company.
This opinion is limited to the laws of the States of New York, Louisiana and Texas and the federal laws of the United States of America. To the extent that the opinions relate to or are dependent upon the federal laws or matters governed by the laws of the State of New York, we have relied upon the opinion of Morgan, Lewis & Bockius LLP, which is being filed as Exhibit 5.06 to the Registration Statement. To the extent that the opinions relate to or are dependent upon matters governed by the laws of the State of Louisiana, we have relied upon the opinion of Mark G. Otts, Esq., Assistant General Counsel - Corporate and Securities of Entergy Services, Inc., which is being filed as Exhibit 5.07 to the Registration Statement.
We hereby consent to the filing of this opinion as Exhibit 5.08 to the Registration Statement. We also consent to the reference to us in the prospectus included in the Registration Statement under the caption Legality. In giving the foregoing consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
Very truly yours,
DUGGINS WREN MANN & ROMERO, LLP
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