Form 8-K - Current report

DATED: ____________

ENTERGY LOUISIANA, LLC

Vice President and Treasurer

UNITED 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) March 8, 2024

Entergy Louisiana, LLC

(Exact name of registrant as specified in its charter)


Texas	1-32718	47-4469646
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


4809 Jefferson Highway, Jefferson, Louisiana		70121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (504) 576-4000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class

Trading
Symbol

Name of Each Exchange

on Which Registered

Mortgage Bonds, 4.875% Series due September 2066

ELC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On March 4, 2024, Entergy Louisiana, LLC (the “Company”) entered into an Underwriting Agreement for the sale of $500,000,000 aggregate principal amount of its Collateral Trust Mortgage Bonds, 5.35% Series due March 15, 2034 (the “2034 Bonds”) and $700,000,000 aggregate principal amount of its Collateral Trust Mortgage Bonds, 5.70% Series due March 15, 2054 (the “2054 Bonds” and, together with the 2034 Bonds, the “Bonds”). The sale of the Bonds closed on March 8, 2024. The Bonds were registered under the Securities Act of 1933, as amended, by means of the Company’s automatic shelf Registration Statement on Form S-3 (File No. 333-266624-04) (the “Registration Statement”), which such Registration Statement became effective upon such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

4.67(a)		Officer’s Certificate No. 28-B-20 establishing the terms of the 2034 Bonds issued under the Mortgage and Deed of Trust of Entergy Louisiana, LLC, dated as of November 1, 2015.

4.67(b)		Officer’s Certificate No. 28-B-21 establishing the terms of the 2054 Bonds issued under the Mortgage and Deed of Trust of Entergy Louisiana, LLC, dated as of November 1, 2015.

4.68		Nineteenth Supplemental Indenture relating to the Bonds issued under the Mortgage and Deed of Trust of Entergy Louisiana, LLC, dated as of November 1, 2015.

4.70		Ninety-eighth Supplemental Indenture establishing the terms of the Class A Bonds issued under the Mortgage and Deed of Trust of Entergy Louisiana, LLC, dated as of April 1, 1944.

5.05		Opinion of Morgan, Lewis & Bockius LLP with respect to the Bonds.

5.06		Opinion of Dawn A. Balash, Assistant General Counsel - Corporate and Securities of Entergy Services, LLC, with respect to the Bonds.

5.07		Opinion of Husch Blackwell LLP, with respect to the Bonds.

23.06		Consent of Morgan, Lewis & Bockius LLP with respect to its Opinion relating to the Bonds (included in Exhibit 5.05).

23.07		Consent of Dawn A. Balash, Assistant General Counsel, Corporate and Securities of Entergy Services, LLC, with respect to her Opinion relating to the Bonds (included in Exhibit 5.06).

23.08		Consent of Husch Blackwell LLP with respect to its Opinion relating to the Bonds (included in Exhibit 5.07).

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						Entergy Louisiana, LLC
						(Registrant)

Date March 8, 2024

						/s/ Barrett E. Green
						(Signature) Barrett E. Green Vice President and Treasurer

Exhibit 4.67(a)

ENTERGY LOUISIANA, LLC

OFFICER’S CERTIFICATE

28-B-20

Establishing the Form and Certain Terms of the

Collateral Trust Mortgage Bonds, 5.35% Series due March 15, 2034

The undersigned, Kevin J. Marino, an Authorized Officer of Entergy Louisiana, LLC, a Texas limited liability company (the “Company”) (all capitalized terms used herein which are not defined herein or in Exhibit A hereto but are defined in the Indenture referred to below, shall have the meanings specified in such Indenture), pursuant to the Nineteenth Supplemental Indenture, dated as of March 1, 2024 (the “Nineteenth Supplemental Indenture”), and Sections 101, 104, 201, 301, 303(a), 303(e), and 1602(b)(i)(B) of such Indenture, does hereby certify to THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”) under the Mortgage and Deed of Trust of the Company, dated as of November 1, 2015 (as amended and supplemented, the “Indenture”), as of March 4, 2024, that:

The Securities of the twenty-first series to be issued under the Indenture (the “Bonds”) shall be issued in a series designated “Collateral Trust Mortgage Bonds, 5.35% Series due March 15, 2034”; the Bonds shall be in substantially the form set forth in Exhibit A hereto; the Bonds shall initially be issued in the aggregate principal amount of $500,000,000; however, the terms of the Bonds do not limit the aggregate principal amount of Bonds which may be authenticated and delivered under the Indenture; and the Bonds issued on the original issue date and any additional Bonds issued thereafter shall be considered one and the same series of Securities under the Indenture; additional Bonds, without limitation as to amount, having substantially the same terms as the then Outstanding Bonds (except for the issue date, price to public and, if applicable, the initial Interest Payment Date) may be issued by the Company without notice to or the consent of the existing Holders of the Bonds;

2.	The Bonds shall mature and the principal shall be due and payable on March 15, 2034, and the Company shall not have any right to extend the Stated Maturity of the Bonds as contemplated by Section 301(d) of the Indenture;

3.	The Bonds shall bear interest as provided in the form thereof set forth in Exhibit A hereto; the Interest Payment Dates for the Bonds shall be March 15 and September 15 of each year, commencing September 15, 2024;

4.	Each installment of interest on the Bonds shall be payable as provided in the form thereof set forth in Exhibit A hereto; the Company shall not have any right to extend any interest payment periods for the Bonds as contemplated by Section 301(e) of the Indenture;

The principal of, premium, if any, and each installment of interest on the Bonds shall be payable, and registration of transfers and exchanges in respect of the Bonds may be effected, at the office or agency of the Company in The City of New York and as otherwise provided in the form of Bond set forth in Exhibit A hereto; and notices and demands to or upon the Company in respect of the Bonds may be served at the office or agency of the Company in The City of New York; the Corporate Trust Office of the Trustee will initially be the agency of the Company for such payment, registration of transfers and exchanges and service of notices and demands, and the Company hereby appoints the Trustee as its agent for all such purposes; and the Trustee will initially be the Security Registrar and the Paying Agent for the Bonds; provided, however, that the Company reserves the right to change, by one or more Officer’s Certificates, any such office or agency and such agent;

6.	The Regular Record Dates for the interest payable on any given Interest Payment Date with respect to the Bonds shall be the close of business on the Business Day immediately preceding such Interest Payment Date;

7.	The Bonds are subject to redemption as provided in the form thereof set forth in Exhibit A hereto;

8.	No service charge shall be made for the registration of transfer or exchange of the Bonds; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer;

The Bonds shall be issued initially in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company (“DTC”)); provided, that the Company reserves the right to provide for another depository, registered as a clearing agency under the Exchange Act, to act as depository for the global Bonds (DTC and any such successor depository, the “Depository”); beneficial interests in Bonds issued in global form may not be exchanged in whole or in part for individual certificated Bonds in definitive form, and no transfer of a global Bond in whole or in part may be registered in the name of any Person other than the Depository or its nominee except that (i) if the Depository (A) has notified the Company that it is unwilling or unable to continue as depository for the global Bonds or (B) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor depository for such global Bonds has not been appointed by the Company within ninety (90) days after the Company receives such notice or becomes aware of such condition, as the case may be or (ii) the Company executes and delivers to the Trustee an Officer’s Certificate providing that the global Bonds shall be so exchangeable, in each case, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Bonds, will authenticate and deliver Bonds in definitive certificated form in an aggregate principal amount equal to the principal amount of the global Bonds representing such Bonds in exchange for such global Bonds, such definitive Bonds to be registered in the names provided by the Depository; each global Bond (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the outstanding Bonds to be represented by such global Bond, (ii) shall be registered in the name of the Depository or its nominee, (iii) shall be delivered by the Trustee to the Depository, its nominee, any custodian for the Depository or otherwise pursuant to the Depository’s instruction and (iv) shall bear a legend restricting the transfer of such global Bond to any person other than the Depository or its nominee; none of the Company, the Trustee, any Paying Agent or any Authenticating Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in a global Bond or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests; the Bonds in global form will contain restrictions on transfer, substantially as described in the form set forth in Exhibit A hereto;

10.

None of the Trustee, the Security Registrar or the Company shall have any liability for any acts or omissions of the Depository, for any transfers of beneficial interests in the Bonds, for any Depository records of beneficial interests, for any transactions between the Depository and beneficial owners or in respect of any transfers effected by the Depository or by any participant members of the Depository or any beneficial owner of any interest in any Bonds held through any such participant member of the Depository;

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11.

If the Company shall make any deposit of money and/or Eligible Obligations with respect to any Bonds, or any portion of the principal amount thereof, as contemplated by Section 801 of the Indenture, the Company shall not deliver an Officer’s Certificate described in clause (z) in the first paragraph of said Section 801 unless the Company shall also deliver to the Trustee, together with such Officer’s Certificate, either:

(A) an instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of such Bonds, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying Agent such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of Section 801), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become due on such Bonds or portions thereof, all in accordance with and subject to the provisions of said Section 801; provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent public accountant of nationally recognized standing, selected by the Trustee, showing the calculation thereof; or

(B) an Opinion of Counsel to the effect that, as a result of a change in law occurring after the date of this certificate, the Holders of such Bonds, or portions of the principal amount thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company’s indebtedness in respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected;

12.	The Eligible Obligations with respect to the Bonds shall be Government Obligations;

13.	The Bonds shall have such other terms and provisions as are provided in the form set forth in Exhibit A hereto;

14.	(A) No Event of Default under the Indenture has occurred or is occurring, and (B) no matured event of default has occurred and is continuing under the applicable Class A Mortgage pursuant to which the Class A Bonds delivered with the accompanying Company Order have been issued;

15.

The undersigned has read all of the covenants and conditions contained in the Indenture, and the definitions in the Indenture relating thereto, relating to the issuance, authentication and delivery of the Bonds and the execution of the Nineteenth Supplemental Indenture and in respect of compliance with which this certificate is made;

16.	The statements contained in this certificate are based upon the familiarity of the undersigned with the Indenture, the documents accompanying this certificate, and discussions by the undersigned with officers and employees of the Company familiar with the matters set forth herein;

17.	In the opinion of the undersigned, the undersigned has made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not such covenants and conditions have been complied with;

18.

In the opinion of the undersigned, such conditions and covenants, and all conditions precedent provided for in the Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the authentication and delivery of the Bonds and the execution of the Nineteenth Supplemental Indenture requested in the accompanying Company Order have been complied with; and

19.	The execution of the Nineteenth Supplemental Indenture is authorized or permitted by the Indenture.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, I have executed this Officer’s Certificate as of the date set forth above.


By:		/s/ Kevin J. Marino
		Name: Kevin J. Marino
		Title: Assistant Treasurer

Exhibit A

[FORM OF BOND]

[Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Entergy Louisiana, LLC, or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]


No. ___		CUSIP No. 29364W BM9

STATED MATURITY: March 15, 2034		PRINCIPAL AMOUNT: $____________

ENTERGY LOUISIANA, LLC

COLLATERAL TRUST MORTGAGE BONDS, 5.35% SERIES DUE MARCH 15, 2034

ENTERGY LOUISIANA, LLC, a limited liability company duly organized and existing under the laws of the State of Texas (herein referred to as the “Company,” which term includes any successor Person under the Indenture referred to below), for value received, hereby promises to pay to

or registered assigns, the principal amount specified above on the Stated Maturity set forth above and to pay interest on the unpaid principal hereof and on any overdue interest from and including March 8, 2024 or from and including the most recent interest payment date to which interest has been paid or duly provided for semiannually on March 15 and September 15 of each year, commencing September 15, 2024, and on the Stated Maturity (each, an “Interest Payment Date”), at the rate of 5.35% per annum to but excluding the date on which the principal hereof is paid or made available for payment. In the event that any Interest Payment Date is not a Business Day (as defined below), then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on the Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Business Day immediately preceding such Interest Payment Date (each, a “Regular Record Date”), except that interest payable at Maturity will be payable to the Person to whom principal shall be paid. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture referred to herein.

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Payment of the principal of and premium, if any, and interest at Maturity on this Security shall be made upon presentation of this Security at the office or agency of the Company maintained for that purpose in The City of New York, in the State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, interest on this Security (other than interest payable at Maturity) may be paid by check mailed to the address of the person entitled thereto, as such address shall appear on the Security Register, and provided, further, that if such person is a securities depositary, such payment may be made by such other means in lieu of check as shall be agreed upon by the Company, the Trustee and such person.

All terms used in this Security not otherwise defined herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture and in the Officer’s Certificate establishing the terms of the Securities of this series (the “Series Officer’s Certificate”). “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.

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under a Mortgage and Deed of Trust, dated as of November 1, 2015 (herein, together with any amendments or supplements thereto, including the Nineteenth Supplemental Indenture, dated as of March 1, 2024, with respect to the Securities of this series, called the “Indenture,” which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, for a statement of the property mortgaged, pledged and held in trust, the nature and extent of the security, the conditions upon which the Lien of the Indenture may be released and to the Indenture and Series Officer’s Certificate creating the series designated on the face hereof, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The acceptance of this Security shall be deemed to constitute the consent and agreement by the Holder thereof to all of the terms and provisions of the Indenture. This Security is one of the series designated on the face hereof.

Prior to December 15, 2033 (the “Par Call Date”), the Securities of this series will be redeemable at the option of the Company, in whole or in part, on not less than 10 nor more than 60 days’ notice prior to the date fixed for redemption (each, a “Redemption Date”), at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (a “Redemption Price”) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal of the Securities of this series to be redeemed and interest thereon discounted to the Redemption Date (assuming the Securities of this series matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest on the Securities of this series to be redeemed accrued to the Redemption Date, and

(2) 100% of the principal amount of the Securities of this series being redeemed,

plus, in either case, accrued and unpaid interest on the Securities of this series being redeemed to, but not including, the Redemption Date.

On or after the Par Call Date, the Securities of this series will be redeemable at the option of the Company, in whole or in part, on not less than 10 nor more than 60 days’ notice prior to the date fixed for redemption, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities of this series being redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date.

A-2

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities – Treasury constant maturities – Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:

(1)

the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or

(2)

if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or

(3)

if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life.

For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the Redemption Date H.15 TCM is no longer published, or, if published, no longer contains the yields for nominal Treasury constant maturities, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date as follows:

(1)

the Company shall select (a) the United States Treasury security maturing on the Par Call Date, subject to clause (3) below, or (b) if there is no United States Treasury security maturing on the Par Call Date, then the United States Treasury security with the maturity date that is closest to the Par Call Date, subject to clauses (2) and (3) below, as applicable; or

(2)

if there is no United States Treasury security described in clause (1), but there are two or more United States Treasury securities with maturity dates equally distant from the Par Call Date, one or more with maturity dates preceding the Par Call Date and one or more with maturity dates following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding and closest to the Par Call Date, subject to clause (3) below; or

(3)

if there are two or more United States Treasury securities meeting the criteria of the preceding clauses (1) or (2), the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time.

A-3

In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices of such United States Treasury security (expressed as a percentage of principal amount and rounded to three decimal places) at 11:00 a.m., New York City time.

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Notice of redemption (other than at the option of the Holder) shall be given by mail to Holders of Securities all as provided in the Indenture. As provided in the Indenture, notice of redemption at the election of the Company as aforesaid may state that such redemption shall be conditional upon the receipt by the applicable Paying Agent or Agents of money sufficient to pay the principal of and premium, if any, and interest, if any, on this Security on or prior to the date fixed for such redemption; a notice of redemption so conditioned shall be of no force or effect if such money is not so received and, in such event, the Company shall not be required to redeem this Security.

In the event of redemption of this Security in part only, a new Security or Securities of this series of like tenor representing the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture and the Series Officer’s Certificate.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of this series at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding to be directly affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or the Securities or for the appointment of a receiver or trustee or for any other remedy under or with respect to the Indenture or the Securities, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as the Trustee and offered the Trustee indemnity

A-4

satisfactory to it, the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein and herein set forth, Securities of this series are exchangeable for Securities of this series, of authorized denominations and of like tenor and aggregate principal amount, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company shall not be required to execute, and the Security Registrar shall not be required to register, the transfer of or exchange of (a) Securities of this series during a period of 15 days immediately preceding the date notice is to be given identifying the serial numbers of the Securities of this series called for redemption, (b) any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (c) any Security during the 15 days before an Interest Payment Date.

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Security shall be governed by and construed in accordance with the laws of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent that the Trust Indenture Act shall be applicable.

As provided in the Indenture, no recourse shall be had for the payment of the principal of or premium, if any, or interest on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under the Indenture, against, and no personal liability whatsoever shall attach to, or be incurred by, any incorporator, shareholder, member, limited partner, officer, manager or director, as such, past, present or future of the Company or of any predecessor or successor of the Company (either directly or through the Company or a predecessor or successor of the Company), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the Indenture and all the Securities are solely corporate obligations and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of the Securities.

A-5

Unless the certificate of authentication hereon has been executed by the Trustee referred to herein by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

A-6

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


ENTERGY LOUISIANA, LLC

By:
		Name:
		Title:

[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:


THE BANK OF NEW YORK MELLON, as Trustee

By:
		Authorized Signatory

A-7

Exhibit 4.67(b)

ENTERGY LOUISIANA, LLC

OFFICER’S CERTIFICATE

28-B-21

Establishing the Form and Certain Terms of the

Collateral Trust Mortgage Bonds, 5.70% Series due March 15, 2054

The Securities of the twenty-second series to be issued under the Indenture (the “Bonds”) shall be issued in a series designated “Collateral Trust Mortgage Bonds, 5.70% Series due March 15, 2054”; the Bonds shall be in substantially the form set forth in Exhibit A hereto; the Bonds shall initially be issued in the aggregate principal amount of $700,000,000; however, the terms of the Bonds do not limit the aggregate principal amount of Bonds which may be authenticated and delivered under the Indenture; and the Bonds issued on the original issue date and any additional Bonds issued thereafter shall be considered one and the same series of Securities under the Indenture; additional Bonds, without limitation as to amount, having substantially the same terms as the then Outstanding Bonds (except for the issue date, price to public and, if applicable, the initial Interest Payment Date) may be issued by the Company without notice to or the consent of the existing Holders of the Bonds;

2.	The Bonds shall mature and the principal shall be due and payable on March 15, 2054, and the Company shall not have any right to extend the Stated Maturity of the Bonds as contemplated by Section 301(d) of the Indenture;

3.	The Bonds shall bear interest as provided in the form thereof set forth in Exhibit A hereto; the Interest Payment Dates for the Bonds shall be March 15 and September 15 of each year, commencing September 15, 2024;

4.	Each installment of interest on the Bonds shall be payable as provided in the form thereof set forth in Exhibit A hereto; the Company shall not have any right to extend any interest payment periods for the Bonds as contemplated by Section 301(e) of the Indenture;

6.	The Regular Record Dates for the interest payable on any given Interest Payment Date with respect to the Bonds shall be the close of business on the Business Day immediately preceding such Interest Payment Date;

7.	The Bonds are subject to redemption as provided in the form thereof set forth in Exhibit A hereto;

8.	No service charge shall be made for the registration of transfer or exchange of the Bonds; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer;

10.

-2-

11.

12.	The Eligible Obligations with respect to the Bonds shall be Government Obligations;

13.	The Bonds shall have such other terms and provisions as are provided in the form set forth in Exhibit A hereto;

14.	(A) No Event of Default under the Indenture has occurred or is occurring, and (B) no matured event of default has occurred and is continuing under the applicable Class A Mortgage pursuant to which the Class A Bonds delivered with the accompanying Company Order have been issued;

15.

16.	The statements contained in this certificate are based upon the familiarity of the undersigned with the Indenture, the documents accompanying this certificate, and discussions by the undersigned with officers and employees of the Company familiar with the matters set forth herein;

17.	In the opinion of the undersigned, the undersigned has made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not such covenants and conditions have been complied with;

18.

19.	The execution of the Nineteenth Supplemental Indenture is authorized or permitted by the Indenture.

[Remainder of page intentionally left blank]

-3-

IN WITNESS WHEREOF, I have executed this Officer’s Certificate as of the date set forth above.



By:		/s/ Kevin J. Marino
		Name: Kevin J. Marino
		Title: Assistant Treasurer

Exhibit A

[FORM OF BOND]


No. ___				CUSIP No. 29364W BN7

STATED MATURITY: March 15, 2054				PRINCIPAL AMOUNT: $____________

ENTERGY LOUISIANA, LLC

COLLATERAL TRUST MORTGAGE BONDS, 5.70% SERIES DUE MARCH 15, 2054

or registered assigns, the principal amount specified above on the Stated Maturity set forth above and to pay interest on the unpaid principal hereof and on any overdue interest from and including March 8, 2024 or from and including the most recent interest payment date to which interest has been paid or duly provided for semiannually on March 15 and September 15 of each year, commencing September 15, 2024, and on the Stated Maturity (each, an “Interest Payment Date”), at the rate of 5.70% per annum to but excluding the date on which the principal hereof is paid or made available for payment. In the event that any Interest Payment Date is not a Business Day (as defined below), then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on the Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Business Day immediately preceding such Interest Payment Date (each, a “Regular Record Date”), except that interest payable at Maturity will be payable to the Person to whom principal shall be paid. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture referred to herein.

A-1

Prior to September 15, 2053 (the “Par Call Date”), the Securities of this series will be redeemable at the option of the Company, in whole or in part, on not less than 10 nor more than 60 days’ notice prior to the date fixed for redemption (each, a “Redemption Date”), at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (a “Redemption Price”) equal to the greater of:

(1)

(a) the sum of the present values of the remaining scheduled payments of principal of the Securities of this series to be redeemed and interest thereon discounted to the Redemption Date (assuming the Securities of this series matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest on the Securities of this series to be redeemed accrued to the Redemption Date, and

(2)

100% of the principal amount of the Securities of this series being redeemed,

plus, in either case, accrued and unpaid interest on the Securities of this series being redeemed to, but not including, the Redemption Date.

A-2

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

(1)

the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or

(2)

(3)

if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life.

(1)

(2)

(3)

A-3

The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

A-4

A-5

A-6

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


ENTERGY LOUISIANA, LLC

By:
		Name:
		Title:

[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:


THE BANK OF NEW YORK MELLON, as Trustee

By:
		Authorized Signatory

A-7

Exhibit 4.68

Counterpart of 75

ENTERGY LOUISIANA, LLC

THE BANK OF NEW YORK MELLON

As Trustee under Entergy Louisiana, LLC’s Mortgage and Deed of Trust

dated as of November 1, 2015

Nineteenth Supplemental Indenture

Providing among other things for

Collateral Trust Mortgage Bonds, 5.35% Series due March 15, 2034

(Twenty-first Series)

and

Collateral Trust Mortgage Bonds, 5.70% Series due March 15, 2054

(Twenty-second Series)

Dated as of March 1, 2024

NINETEENTH SUPPLEMENTAL INDENTURE

THIS NINETEENTH SUPPLEMENTAL INDENTURE, dated as of March 1, 2024, between ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas whose post office address is 4809 Jefferson Highway, Jefferson, Louisiana 70121 (hereinafter sometimes called the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation whose principal corporate trust office is located at 240 Greenwich Street, New York, New York 10286 (hereinafter sometimes called the “Trustee”), as Trustee under the Mortgage and Deed of Trust, dated as of November 1, 2015 (hereinafter called the “Original Indenture”), this Indenture (hereinafter called this “Nineteenth Supplemental Indenture”) being supplemental thereto. The Original Indenture and any and all indentures and instruments supplemental thereto are hereinafter sometime collectively called the “Indenture.” Subject to any amendments provided for in this Nineteenth Supplemental Indenture, the terms defined in the Original Indenture shall, for all purposes of this Nineteenth Supplemental Indenture, have the meanings specified in the Original Indenture.

WHEREAS, the Original Indenture was authorized, executed and delivered by the Company to provide for the issuance from time to time of its Securities (such term and all other capitalized terms used herein without definition having the meanings assigned to them in the Original Indenture), to be issued in one or more series as contemplated therein, and to provide security for the payment of the principal of and premium, if any, and interest, if any, on the Securities.

WHEREAS, the Original Indenture was recorded with the Secretary of State of Texas under File Number 15-0039013214, in the Parish of Orleans, Louisiana as Mortgage Instrument Number 1205822, and in various other Parishes in the State of Louisiana, which Parishes are the same Parishes in which this Nineteenth Supplemental Indenture is to be recorded.

WHEREAS, the Company executed and delivered the following supplemental indentures:


Designation		Dated as of

First Supplemental Indenture		March 1, 2016

Second Supplemental Indenture Third Supplemental Indenture		March 15, 2016 March 17, 2016

Fourth Supplemental Indenture Fifth Supplemental Indenture Sixth Supplemental Indenture		April 1, 2016 May 1, 2016 August 1, 2016

Seventh Supplemental Indenture		September 15, 2016


Eighth Supplemental Indenture Ninth Supplemental Indenture Tenth Supplemental Indenture Eleventh Supplemental Indenture		May 1, 2017 March 1, 2018 August 1, 2018 March 1, 2019

Twelfth Supplemental Indenture		March 1, 2020

Thirteenth Supplemental Indenture		November 1, 2020

Fourteenth Supplemental Indenture		November 15, 2020

Fifteenth Supplemental Indenture		March 1, 2021

Sixteenth Supplemental Indenture		April 1, 2021

Seventeenth Supplemental Indenture		October 1, 2021

Eighteenth Supplemental Indenture		August 1, 2022

which supplemental indentures have been recorded with the Secretary of State of Texas and in various Parishes in the State of Louisiana.

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Indenture, as supplemented, the following series of Securities:


Series	Principal Amount Issued		Principal Amount Outstanding
LPFA 2016A Series due 2028	$	85,681,000		None
LPFA 2016B Series due 2030		117,852,000		None
3.25% Series due April 1, 2028		425,000,000	$	425,000,000
Waterford Series due 2017		51,971,593.98		None
3.05% Series due June 1, 2031		325,000,000		325,000,000
4.875% Series due September 1, 2066		270,000,000		270,000,000
2.40% Series due October 1, 2026		400,000,000		400,000,000
3.12% Series due September 1, 2027		450,000,000		450,000,000
4.00% Series due March 15, 2033		750,000,000		750,000,000


4.20% Series due September 1, 2048	900,000,000	900,000,000
4.20% Series due April 1, 2050	525,000,000	525,000,000
2.90% Series due March 15, 2051	650,000,000	650,000,000
1.60% Series due December 15, 2030	300,000,000	300,000,000
0.62% Series due November 17, 2023	1,100,000,000	None
2.35% Series due June 15, 2032	500,000,000	500,000,000
3.10% Series due June 15, 2041	500,000,000	500,000,000
LCDA 2021A Series due 2030	16,429,500	16,429,500
LCDA 2021B Series due 2036	185,711,417	185,711,417
0.95% Series due October 1, 2024	1,000,000,000	1,000,000,000
4.75% Series due September 15, 2052	500,000,000	500,000,000

WHEREAS, to subject certain property of the Company located in Union County, Arkansas to the Lien of the Indenture, the Company executed and delivered the Fourth Supplemental Indenture dated as of April 1, 2016 to the Original Indenture, and the Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth and Eighteenth Supplemental Indentures have been recorded in Union County, Arkansas.

WHEREAS, the Company has duly authorized the execution and delivery of this Nineteenth Supplemental Indenture.

WHEREAS, as contemplated by Section 301 of the Original Indenture, the Company wishes to establish the designation and certain terms of the Securities of the Twenty-first Series and of the Securities of the Twenty-second Series.

WHEREAS, the Company has duly authorized the execution and delivery of this Nineteenth Supplemental Indenture to establish the designation and certain terms of the Securities of the Twenty-first Series and of the Securities of the Twenty-second Series and has duly authorized the issuance of such Securities; and all acts necessary to make this Nineteenth Supplemental Indenture a valid agreement of the Company, and to make the Securities of the Twenty-first Series and the Securities of the Twenty-second Series valid obligations of the Company, have been performed.

GRANTING CLAUSES

NOW, THEREFORE, THIS NINETEENTH SUPPLEMENTAL INDENTURE WITNESSETH, that, in consideration of the premises and of the purchase of the Securities by the Holders thereof, and in order to secure the payment of the principal of and premium, if any, and interest, if any, on the Securities from time to time Outstanding and the performance of the covenants therein and herein contained, and to declare the terms and conditions on which such Securities are secured, the Company hereby grants, bargains, sells, conveys, assigns, transfers, mortgages, pledges, sets over and confirms to the Trustee, in trust, and grants to the Trustee a security interest in and lien on, the following (subject, however, to the terms and conditions set forth in this Nineteenth Supplemental Indenture):

First Granting Clause

All right, title and interest of the Company, as of the Execution Date, or thereafter acquired, in and to all of the Company’s tangible electric and gas utility property located in the State of Louisiana (other than Excepted Property), whether real, personal or mixed, together with the Company’s franchises, permits and licenses that are transferable and necessary for the operation of such property and all easements and rights of way with respect to which the ownership interests of the Company have been recorded in the appropriate public records in the State of Louisiana;

Second Granting Clause

All of the Company’s right, title, interest, as of March 1, 2016, or thereafter acquired, in and to all equipment and fixtures (other than Excepted Property) located on the Union Property (as such term is defined in the Fourth Supplemental Indenture to the Original Indenture), together with the Company’s franchises, permits and licenses that are transferable and necessary for the operation of such property and all easements and rights of way of the Company relating to such property with respect to which the ownership interests of the Company have been recorded in the appropriate public records in the State of Arkansas;

Third Granting Clause

Any Excepted Property, which may, from time to time after the Execution Date, by delivery or by an instrument supplemental to the Indenture, be subjected to the Lien hereof by the Company, the Trustee being hereby authorized to receive the same at any time as additional security hereunder; it being understood that any such subjection to the Lien hereof of any Excepted Property as additional security may be made subject to such reservations, limitations or conditions respecting the use and disposition of such property or the proceeds thereof as shall be set forth in such instrument;

Excepted Property

Expressly excepting and excluding, however, from the Lien of the Indenture all right, title and interest of the Company in and to the Excepted Property.

TO HAVE AND TO HOLD all such property, real, personal and mixed, unto the Trustee, its successors in trust and their assigns forever;

SUBJECT, HOWEVER, to Permitted Liens; and

SUBJECT, FURTHER, to the condition that, with respect to any property which is now or hereafter becomes subject to the Lien of any Class A Mortgage, the Lien of the Indenture shall at all times be junior, subject and subordinate to the Lien of such Class A Mortgage;

IN TRUST, NEVERTHELESS, for the equal and ratable benefit and security of the Holders from time to time of all Outstanding Securities without any priority of any such Security over any other such Security;

PROVIDED, HOWEVER, that the right, title and interest of the Trustee in and to the Mortgaged Property shall cease, terminate and become void in accordance with, and subject to the conditions set forth in, Article Eight of the Indenture, and if the principal of and premium, if any, and interest, if any, on the Securities shall have been paid to the Holders thereof, or shall have been paid to the Company pursuant to Section 703 of the Indenture or to the appropriate Governmental Authority pursuant to applicable law after the Maturity thereof, then and in that case the Indenture shall terminate, and the Trustee shall execute and deliver to the Company such instruments as the Company shall reasonably require to evidence such termination; otherwise the Indenture, and the estate and rights thereby granted, shall be and remain in full force and effect; and

IT IS HEREBY COVENANTED AND AGREED by and between the Company and the Trustee that all the Securities are to be authenticated and delivered, and that the Mortgaged Property is to be held, subject to the further covenants, conditions and trusts hereinafter set forth, and the Company hereby covenants and agrees to and with the Trustee, for the equal and ratable benefit of all holders of the Securities, as follows:

ARTICLE ONE

TWENTY-FIRST SERIES OF SECURITIES

SECTION 101. The Securities of the Twenty-first Series shall be designated “Collateral Trust Mortgage Bonds, 5.35% Series due March 15, 2034,” shall be initially issued in the aggregate principal amount (except as contemplated by Section 301(b) of the Original Indenture) of $500,000,000, and shall have such forms and terms as are established for such Securities of the Twenty-first Series in an Officer’s Certificate of the Company pursuant to this Nineteenth Supplemental Indenture, as contemplated by Sections 201 and 301 of the Original Indenture.

SECTION 102. Trustee to Hold Class A Bonds In New York. So long as any Securities of the Twenty-first Series remain Outstanding, the Trustee shall hold in the State of New York all Class A Bonds delivered to it in connection with the issuance of the Securities of the Twenty-first Series and to be held by it pursuant to Sections 1602 and 1701 of the Original Indenture; provided that the Trustee may hold such Class A Bonds in another jurisdiction if it receives an opinion of counsel to the effect that the perfection and priority of the security interest, if any, created by the last sentence of such Section 1701 will continue in such other jurisdiction.

ARTICLE TWO

TWENTY-SECOND SERIES OF SECURITIES

SECTION 201. The Securities of the Twenty-second Series shall be designated “Collateral Trust Mortgage Bonds, 5.70% Series due March 15, 2054,” shall be initially issued in the aggregate principal amount (except as contemplated by Section 301(b) of the Original Indenture) of $700,000,000, and shall have such forms and terms as are established for such Securities of the Twenty-second Series in an Officer’s Certificate of the Company pursuant to this Nineteenth Supplemental Indenture, as contemplated by Sections 201 and 301 of the Original Indenture.

SECTION 202. Trustee to Hold Class A Bonds In New York. So long as any Securities of the Twenty-second Series remain Outstanding, the Trustee shall hold in the State of New York all Class A Bonds delivered to it in connection with the issuance of the Securities of the Twenty-second Series and to be held by it pursuant to Sections 1602 and 1701 of the Original Indenture; provided that the Trustee may hold such Class A Bonds in another jurisdiction if it receives an opinion of counsel to the effect that the perfection and priority of the security interest, if any, created by the last sentence of such Section 1701 will continue in such other jurisdiction.

ARTICLE THREE

MISCELLANEOUS PROVISIONS

SECTION 301. This Nineteenth Supplemental Indenture is a supplement to the Original Indenture. As supplemented by this Nineteenth Supplemental Indenture, the Indenture is in all respects ratified, approved and confirmed.

SECTION 302. The recitals contained in this Nineteenth Supplemental Indenture shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness and makes no representations as to the validity or sufficiency of this Nineteenth Supplemental Indenture.

SECTION 303. Nothing in this Nineteenth 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 Securities Outstanding under the Indenture, any right, remedy or claim under or by reason of this Nineteenth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Nineteenth 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 Securities Outstanding under the Indenture.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, ENTERGY LOUISIANA, LLC has caused its company name to be hereunto affixed, and this instrument to be signed by its President, one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers, 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 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/ Kevin J. Marino
		Name: Kevin J. Marino
		Title: Assistant Treasurer


Executed and delivered by ENTERGY LOUISIANA, LLC in the presence of:

/s/ Daryl Mosley
		Name: Daryl Mosley

/s/ Shannon Ryerson
Name: Shannon Ryerson

S-1


THE BANK OF NEW YORK MELLON As Trustee

By		/s/ Esther D. Antoine
		Name: Esther D. Antoine
		Title: Vice President


		Executed and delivered by
		THE BANK OF NEW YORK MELLON
		in the presence of:

		/s/ Leslie Morales
		Name: Leslie Morales

		/s/ Melissa Matthews
		Name: Melissa Matthews

S-2

STATE OF LOUISIANA

} ss.:

PARISH OF ORLEANS

On this 4th day of March, 2024, before me appeared KEVIN J. MARINO, to me personally known, who, being by me duly sworn, did say that he is an Assistant Treasurer of ENTERGY LOUISIANA, LLC, and that said instrument was signed on behalf of said entity by authority of its Board of Directors, and said KEVIN J. MARINO, acknowledged said instrument to be the free act and deed of said entity.

/s/ Dawn A. Balash

Dawn A. Balash

State of Louisiana, Parish of Orleans

Notary Public Identification No. 140967

My commission expires at my death

S-3

STATE OF NEW YORK

} ss.:

COUNTY OF NEW YORK

On this 6th day of March, 2024, before me appeared Esther D. Antoine, to me personally known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did say that she is a Vice President of THE BANK OF NEW YORK MELLON, and that said instrument was signed on behalf of said entity by authority of its Board of Directors, and said Vice President acknowledged said instrument to be the free act and deed of said entity.

/s/ Helen Choi

Helen Choi

Notary Public, State of New York

No. 01CH6291290

Qualified in New York County

My Commission Expires October 15, 2025

S-4

Exhibit 4.70

Counterpart of 55

ENTERGY LOUISIANA, LLC

(successor to Entergy Louisiana, LLC)

THE BANK OF NEW YORK MELLON

(successor to The Chase National Bank of the City of New York)

As Trustee under Entergy Louisiana, LLC’s Mortgage and Deed of Trust

dated as of April 1, 1944

Ninety-eighth Supplemental Indenture

Providing among other things for

First Mortgage Bonds, 5.35% Series due March 15, 2034

(One Hundred Second Series)

and

First Mortgage Bonds, 5.70% Series due March 15, 2054

(One Hundred Third Series)

Dated as of March 1, 2024

NINETY-EIGHTH SUPPLEMENTAL INDENTURE

Indenture, dated as of March 1, 2024 between ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas (formerly Entergy Louisiana Power, LLC and hereinafter sometimes called the “Company”), as successor to ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas organized on December 31, 2005 (hereinafter sometimes called the “Predecessor 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 4809 Jefferson Highway, Jefferson, Louisiana 70121, 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 corporate trust office is located at 240 Greenwich 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 “Ninety-eighth 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 Ninety-eighth 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 succeeded to and was 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 Predecessor Company on December 31, 2005, and the Predecessor Company thereupon executed and delivered a Sixty-fourth Supplemental Indenture, effective as of January 1, 2006, pursuant to which the Predecessor 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 with the Secretary of State of Texas; and

WHEREAS, effective July 1, 2008, The Bank of New York changed its name to The Bank of New York Mellon; and

WHEREAS, the Predecessor 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

Eighty-first Supplemental Indenture		November 1, 2014

which supplemental indentures were recorded in various Parishes in the State of Louisiana and with the Secretary of State of Texas; and

WHEREAS, effective as of 10:03 A.M. Central Time, October 1, 2015, the Predecessor Company transferred, subject to the Lien of the Mortgage, all or substantially all of the Mortgaged and Pledged Property as an entirety to the Company (the “2015 Transfer”) pursuant to a Plan of Merger between the Predecessor Company and the Company (the “2015 Transfer Documents”), pursuant to which, among other things, the Company succeeded to the ownership of all of the Predecessor Company’s right, title and interest in and to the Mortgaged and Pledged Property as constituted immediately prior to the time that the 2015 Transfer became effective and succeeded to all of the Predecessor Company’s duties and obligations under the Mortgage and the bonds outstanding thereunder; and

WHEREAS, upon the 2015 Transfer, the Predecessor Company was released and discharged from all obligations under the Mortgage or any bonds issued thereunder; and

WHEREAS, effective as of 2:02 P.M. Central Time, October 1, 2015, the Company changed its name from “Entergy Louisiana Power, LLC” to “Entergy Louisiana, LLC”;

WHEREAS, the Company executed and delivered an Eighty-second Supplemental Indenture, effective as of October 1, 2015, 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 Predecessor Company thereunder, and said Eighty-second Supplemental Indenture was recorded in various Parishes in the State of Louisiana and with the Secretary of State of Texas; and

WHEREAS, the Company executed and delivered the following supplemental indentures:


Designation		Dated as of

Eighty-third Supplemental Indenture		March 15, 2016

Eighty-fourth Supplemental Indenture		March 17, 2016

Eighty-fifth Supplemental Indenture Eighty-sixth Supplemental Indenture Eighty-seventh Supplemental Indenture		March 17, 2016 August 1, 2016 September 15, 2016

Eighty-eighth Supplemental Indenture		May 1, 2017

Eighty-ninth Supplemental Indenture		March 1, 2018

Ninetieth Supplemental Indenture		August 1, 2018

Ninety-first Supplemental Indenture		March 1, 2019

Ninety-second Supplemental Indenture		March 1, 2020

Ninety-third Supplemental Indenture		November 1, 2020

Ninety-fourth Supplemental Indenture		November 15, 2020

Ninety-fifth Supplemental Indenture		March 1, 2021

Ninety-sixth Supplemental Indenture		October 1, 2021

Ninety-seventh Supplemental Indenture		August 1, 2022

which supplemental indentures were 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, the Louisiana Company or the Predecessor 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	None
Collateral Series 1994-B, due July 2, 2017	58,865,000	None
Collateral Series 1994-C, due July 2, 2017	31,575,000	None
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	None
5.40% Series due November 1, 2024	400,000,000	400,000,000
6.0% Series due March 15, 2040	150,000,000	None
4.44% Series due January 15, 2026	250,000,000	250,000,000
Environmental Series H due June 1, 2030	119,073,000	None
5.875% Series due June 15, 2041	150,000,000	None
4.80% Series due May 1, 2021	200,000,000	None
1.1007% Series due December 31, 2012	750,000,000	None
1.875% Series due December 15, 2014	250,000,000	None
5.25% Series due July 1, 2052	200,000,000	None
3.30% Series due December 1, 2022	200,000,000	None
4.70% Series due June 1, 2063	100,000,000	None
4.05% Series due September 1, 2023	325,000,000	None
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
4.95% Series due January 15, 2045	450,000,000	450,000,000
LPFA 2016A Series due 2028	85,681,000	None
LPFA 2016B Series due 2030	117,852,000	None
3.25% Series due April 1, 2028	255,000,000	255,000,000
Waterford Series due 2017	51,971,593.98	None
4.875% Series due September 1, 2066	70,000,000	70,000,000
2.40% Series due October 1, 2026	240,000,000	240,000,000
3.12% Series due September 1, 2027	270,000,000	270,000,000


4.00% Series due March 15, 2033	450,000,000	450,000,000
4.20% Series due September 1, 2048	660,000,000	660,000,000
4.20% Series due April 1, 2050	315,000,000	315,000,000
2.90% Series due March 15, 2051	390,000,000	390,000,000
1.60% Series due December 15, 2030	180,000,000	180,000,000
0.62% Series due November 17, 2023	1,100,000,000	None
3.10% Series due June 15, 2041	100,000,000	100,000,000
0.95% Series due October 1, 2024	600,000,000	600,000,000
4.75% Series due September 15, 2052	300,000,000	300,000,000

which bonds are also hereinafter sometimes called bonds of the First through One Hundred First Series, respectively; and

WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and

WHEREAS, Section 120 of the Mortgage provides, among other things, that 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 two new series of bonds and establish the terms of bonds of such series; and

WHEREAS, the execution and delivery by the Company of this Ninety-eighth Supplemental Indenture, and the terms of the bonds of the One Hundred Second Series and the bonds of the One Hundred 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 Trustee at or before the 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, as supplemented) unto The Bank of New York Mellon, as Trustee under the Mortgage, as supplemented, 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 Predecessor Company pursuant to the 2015 Transfer Documents, and improvements, extensions and additions thereto and renewals and replacements thereof, (b) the property made and used by the Company as the basis under any of the provisions of the Mortgage, as supplemented, for the authentication and delivery of additional bonds or the withdrawal of cash or the release of property, and (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.

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 Ninety-eighth Supplemental Indenture and Mortgage, as supplemented, and from the lien and operation of the Mortgage, namely: (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 and fuel, oil and similar materials and supplies consumable in the operation of any properties of the Company; rolling stock, buses, motor coaches, 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 or covenanted so to be; (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; and (7) any property heretofore released pursuant to any provisions of the Mortgage; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage 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 the Trustee or its successor or successors in said trust or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto The Bank of New York Mellon, 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 Ninety-eighth 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

ONE HUNDRED SECOND SERIES BONDS

SECTION 1 There shall be a series of bonds designated “5.35% Series due March 15, 2034” (herein sometimes called the “One Hundred Second Series”), each of which shall also bear the descriptive title “First Mortgage Bond,” and the form thereof, which has been established by Resolution of the Board of Directors of the Company, is attached hereto as Exhibit A. Bonds of the One Hundred Second Series (which shall be issued initially in the aggregate principal amount of $500,000,000) shall be dated as in Section 10 of the Mortgage provided, shall mature on March 15, 2034, 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 5.35% per annum, the first interest payment to be made on September 15, 2024, for the period from March 8, 2024 to September 15, 2024 with subsequent interest payments payable semiannually on March 15 and September 15 of each year

(each, for purposes of this Article I, 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 One Hundred Second Series shall be paid to the Person in whose name such bonds of the One Hundred Second Series are registered.

Interest on the bonds of the One Hundred Second 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 One Hundred Second 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.

The bonds of the One Hundred Second Series shall be issued by the Company, registered in the name of and delivered to The Bank of New York Mellon, as trustee (together with its successors as trustee under the Collateral Trust Mortgage referenced below, the “Collateral Trust Trustee”) under the Mortgage and Deed of Trust of the Company dated as of November 1, 2015 as the same may be supplemented and amended from time to time (the “Collateral Trust Mortgage”), to provide for the payment when due (whether at maturity, by acceleration or otherwise) of the principal and interest of the Securities (as defined in the Collateral Trust Mortgage) to be issued from time to time under the Collateral Trust Mortgage.

Any payment by the Company under the Collateral Trust Mortgage of the principal of or interest on the Securities which shall have been authenticated and delivered under the Collateral Trust Mortgage on the basis of the issuance and delivery to the Collateral Trust Trustee of bonds of the One Hundred Second Series (other than by application of the proceeds of a payment in respect of such bonds) shall, to the extent of such payment, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal of, or interest on such bonds, as the case may be, which is then due.

The Trustee may conclusively presume that the obligation of the Company to pay the principal of and interest on the bonds of the One Hundred Second Series as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the Collateral Trust Trustee signed by its President, a Vice President, an Assistant Vice President or a Trust Officer, stating that interest or principal due and payable on any Securities issued under the Collateral Trust Mortgage has not been fully paid and specifying the amount of funds required to make such payment.

(I) Each holder of a bond of the One Hundred Second Series consents that the bonds of the One Hundred Second Series may be redeemed at the option of the Company or pursuant to the requirements of the Mortgage in whole at any time, or in part from time to time, prior to maturity, without notice provided in Section 52 of the Mortgage, at the principal amount of the bonds to be redeemed, in each case, together with accrued interest to the date fixed for redemption by the Company in a notice delivered to the Trustee and to the holder of the bonds to be redeemed on or before the date fixed for redemption.

The bonds of the One Hundred Second Series shall be redeemed, in whole at any time, or in part from time to time, prior to maturity, at a redemption price equal to the principal amount thereof, upon receipt by the Trustee of a written notice from the Collateral Trust Trustee (i) delivered to the Trustee and the Company, (ii) signed by its President, a Vice President, an Assistant Vice President or a Trust Officer, (iii) stating that an Event of Default has occurred and is continuing under the Collateral Trust Mortgage and that, as a result, there then is due and payable a specified amount with respect to the Securities Outstanding under the Collateral Trust Mortgage, for the payment of which the Collateral Trust Trustee has not received funds, and (iv) specifying the principal amount of the bonds of the One Hundred Second Series to be redeemed. Delivery of such notice shall constitute a waiver by the Collateral Trust Trustee of notice of redemption under the Mortgage.

(II) The bonds of the One Hundred Second Series shall not be transferable by the Collateral Trust Trustee, except to a successor trustee under the Collateral Trust Mortgage. Bonds of this series so transferable to a successor trustee under the Collateral Trust Mortgage may be transferred by the registered owner thereof, in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, in the manner prescribed in the Mortgage.

At the option of the registered owner, any bonds of the One Hundred Second Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the One Hundred Second Series of other authorized denominations.

Upon any exchange or transfer of bonds of the One Hundred Second Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.

amount, having substantially the same terms as the Outstanding bonds of the One Hundred Second Series (except for the issue date 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 notice to or the consent of the existing holders of the bonds of the One Hundred Second Series.

ARTICLE II

ONE HUNDRED THIRD SERIES BONDS

SECTION 1 There shall be a series of bonds designated “5.70% Series due March 15, 2054” (herein sometimes called the “One Hundred Third Series”), each of which shall also bear the descriptive title “First Mortgage Bond,” and the form thereof, which has been established by Resolution of the Board of Directors of the Company, is attached hereto as Exhibit B. Bonds of the One Hundred Third Series (which shall be issued initially in the aggregate principal amount of $700,000,000) shall be dated as in Section 10 of the Mortgage provided, shall mature on March 15, 2054, 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 5.70% per annum, the first interest payment to be made on September 15, 2024, for the period from March 8, 2024 to September 15, 2024 with subsequent interest payments payable semiannually on March 15 and September 15 of each year (each, for purposes of this Article II, 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 One Hundred Third Series shall be paid to the Person in whose name such bonds of the One Hundred Third Series are registered.

Interest on the bonds of the One Hundred Third 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 One Hundred Third 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.

The bonds of the One Hundred Third Series shall be issued by the Company, registered in the name of and delivered to the Collateral Trust Trustee, to provide for the payment when due (whether at maturity, by acceleration or otherwise) of the principal and interest of the Securities to be issued from time to time under the Collateral Trust Mortgage.

Any payment by the Company under the Collateral Trust Mortgage of the principal of or interest on the Securities which shall have been authenticated and delivered under the Collateral Trust Mortgage on the basis of the issuance and delivery to the Collateral Trust Trustee of bonds of the One Hundred Third Series (other than by application of the proceeds of a payment in respect of such bonds) shall, to the extent of such payment, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal of, or interest on such bonds, as the case may be, which is then due.

The Trustee may conclusively presume that the obligation of the Company to pay the principal of and interest on the bonds of the One Hundred Third Series as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the Collateral Trust Trustee signed by its President, a Vice President, an Assistant Vice President or a Trust Officer, stating that interest or principal due and payable on any Securities issued under the Collateral Trust Mortgage has not been fully paid and specifying the amount of funds required to make such payment.

(I) Each holder of a bond of the One Hundred Third Series consents that the bonds of the One Hundred Third Series may be redeemed at the option of the Company or pursuant to the requirements of the Mortgage in whole at any time, or in part from time to time, prior to maturity, without notice provided in Section 52 of the Mortgage, at the principal amount of the bonds to be redeemed, in each case, together with accrued interest to the date fixed for redemption by the Company in a notice delivered to the Trustee and to the holder of the bonds to be redeemed on or before the date fixed for redemption.

The bonds of the One Hundred Third Series shall be redeemed, in whole at any time, or in part from time to time, prior to maturity, at a redemption price equal to the principal amount thereof, upon receipt by the Trustee of a written notice from the Collateral Trust Trustee (i) delivered to the Trustee and the Company, (ii) signed by its President, a Vice President, an Assistant Vice President or a Trust Officer, (iii) stating that an Event of Default has occurred and is continuing under the Collateral Trust Mortgage and that, as a result, there then is due and payable a specified amount with respect to the Securities Outstanding under the Collateral Trust Mortgage, for the payment of which the Collateral Trust Trustee has not received funds, and (iv) specifying the principal amount of the bonds of the One Hundred Third Series to be redeemed. Delivery of such notice shall constitute a waiver by the Collateral Trust Trustee of notice of redemption under the Mortgage.

(II) The bonds of the One Hundred Third Series shall not be transferable by the Collateral Trust Trustee, except to a successor trustee under the Collateral Trust Mortgage. Bonds of this series so transferable to a successor trustee under the Collateral Trust Mortgage may be transferred by the registered owner thereof, in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, in the manner prescribed in the Mortgage.

At the option of the registered owner, any bonds of the One Hundred 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 One Hundred Third Series of other authorized denominations.

Upon any exchange or transfer of bonds of the One Hundred 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.

(III) Upon the delivery of this Ninety-eighth 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 One Hundred Third Series in the aggregate principal amount of $700,000,000. Additional bonds of the One Hundred Third Series, without limitation as to amount, having substantially the same terms as the Outstanding bonds of the One Hundred Third Series (except for the issue date 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 notice to or the consent of the existing holders of the bonds of the One Hundred Third Series.

ARTICLE III

CONSENT TO AMENDMENTS

SECTION 1 Each initial and future holder of bonds of the One Hundred Second Series and the One Hundred Third Series, by its acquisition of an interest in such bonds, irrevocably (a) consents to the amendment set forth in Sections 1 and 3 of Article II of the Eighty-first Supplemental Indenture to the Mortgage dated as of November 1, 2014, 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 IV

MISCELLANEOUS PROVISIONS

SECTION 1 Subject to any amendments provided for in this Ninety-eighth Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Ninety-eighth Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented.

SECTION 2 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 Ninety-eighth 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 Ninety-eighth 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 Ninety-eighth Supplemental Indenture.

SECTION 3 Whenever in this Ninety-eighth 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 Ninety-eighth 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.

SECTION 4 Nothing in this Ninety-eighth 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 Ninety-eighth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Ninety-eighth 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.

SECTION 5 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 Ninety-eighth 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 Ninety-eighth 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.

SECTION 6 This Ninety-eighth 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.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, ENTERGY LOUISIANA, LLC has caused its company name to be hereunto affixed, and this instrument to be signed by its President or one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers, 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 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/ Kevin J. Marino
		Name: Kevin J. Marino
		Title: Assistant Treasurer

Executed and delivered by

ENTERGY LOUISIANA, LLC in the presence of:

/s/ Daryl Mosley

Name: Daryl Mosley

/s/ Shannon Ryerson

Name: Shannon Ryerson

S-1


THE BANK OF NEW YORK MELLON
As Successor Trustee

By		/s/ Francine Kincaid
		Name: Francine Kincaid
		Title: Vice President

Executed and delivered by

THE BANK OF NEW YORK MELLON in the presence of:

/s/ Glenn Kunak

Name: Glenn Kunak

/s/ Glenn McKeever

Name: Glenn McKeever

S-2

STATE OF LOUISIANA

} ss.:

PARISH OF ORLEANS

On this 4th day of March, 2024, before me appeared KEVIN J. MARINO, to me personally known, who, being by me duly sworn, did say that he is an Assistant Treasurer of ENTERGY LOUISIANA, LLC, and that the above instrument was signed on behalf of said entity by authority of its Board of Directors, and said KEVIN J. MARINO, acknowledged said instrument to be the free act and deed of said entity.

/s/ Dawn A. Balash

Dawn A. Balash

State of Louisiana, Parish of Orleans

Notary Public Identification No. 140967

My commission expires at my death

S-3

STATE OF NEW YORK

} ss.:

COUNTY OF NEW YORK

On this 6^th day of March, 2024, before me appeared Francine Kincaid, to me personally known or proved to me on the basis of satisfactory evidence and, who, being by me duly sworn, did say that she is a Vice President of THE BANK OF NEW YORK MELLON, and that the above instrument was signed on behalf of said entity by authority of its Board of Directors, and said Vice President acknowledged said instrument to be the free act and deed of said entity.

/s/ Edward Cofie

Edward Cofie

Notary Public, State of New York

Registration No. 01CO6440109

Qualified in Westchester County

My Commission Expires September 06, 2026

S-4

EXHIBIT A

This Bond is not transferable except to a successor trustee under the Collateral Trust Mortgage (as defined below) between Entergy Louisiana, LLC and the Collateral Trust Trustee (as defined below). This Bond is a Class A Bond (as defined in the Collateral Trust Mortgage) issued under the ELL Mortgage (as defined in the Collateral Trust Mortgage).

(TEMPORARY REGISTERED BOND)

ENTERGY LOUISIANA, LLC

First Mortgage Bond, 5.35% Series due March 15, 2034


TR-		$

ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas (hereinafter called the “Company”), for value received, hereby promises to pay to THE BANK OF NEW YORK MELLON, as trustee under the Mortgage and Deed of Trust of the Company, dated as of November 1, 2015 (as the same may be supplemented and amended from time to time, the “Collateral Trust Mortgage”), or its successor as trustee under the Collateral Trust Mortgage, on March 15, 2034, 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, and to pay to the registered owner hereof interest thereon from March 8, 2024, if the date of this bond is prior to September 15, 2024, or if the date of this bond is on or after September 15, 2024, from the March 15 or September 15 immediately preceding the date of this bond to which interest has been paid on the bonds of this series (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of 5.35% per annum in like coin or currency at said office or agency on March 15 and September 15 of each year, commencing September 15, 2024 until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the rate of 6% per annum. Interest hereon shall be paid to the Person in whose name this bond is registered.

Interest on the bonds of this 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 this 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.

This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, 5.35% Series due March 15, 2034, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional

A-1

security for the bonds of any particular series) by the Company’s Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Ninety-eighth Supplemental Indenture dated as of March 1, 2024, called the “Mortgage”), dated as of April 1, 1944, executed by the Company to The Bank of New York Mellon, successor trustee (the “Trustee”). Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustee in respect thereof, the duties and immunities of the Trustee, the terms and conditions upon which the bonds are and are to be secured, the circumstances under which additional bonds may be issued and the rights of the Company to amend the Mortgage without any consent or other action by the holders of any series of bonds (including this series). With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage. Each initial and future holder of the bonds of this series, by its acquisition of an interest in such bonds, irrevocably (a) consents to the amendments set forth in Sections 1 and 3 of Article II of the 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.

The bonds of this series shall be issued by the Company, registered in the name of and delivered to The Bank of New York Mellon, as trustee under the Collateral Trust Mortgage, or its successor as trustee under the Collateral Trust Mortgage (collectively, the “Collateral Trust Trustee”), to provide for the payment when due (whether at maturity, by acceleration or otherwise) of the principal and interest of the Securities (as defined in the Collateral Trust Mortgage) to be issued from time to time under the Collateral Trust Mortgage.

Any payment by the Company under the Collateral Trust Mortgage of the principal of or interest on the Securities which shall have been authenticated and delivered under the Collateral Trust Mortgage on the basis of the issuance and delivery to the Collateral Trust Trustee of bonds of this series (other than by application of the proceeds of a payment in respect of such bonds) shall, to the extent of such payment, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal of, or interest on such bonds, as the case may be, which is then due.

The Trustee may conclusively presume that the obligation of the Company to pay the principal of and interest on this bond as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the Collateral Trust Trustee signed by its President, a Vice President, an Assistant Vice President or a Trust Officer, stating that interest or principal due and payable on any Securities issued under the Collateral Trust Mortgage has not been fully paid and specifying the amount of funds required to make such payment.

The holder of this bond hereby consents that the bonds of this series may be redeemable at the option of the Company or pursuant to the requirements of the Mortgage in whole at any time, or in part from time to time, prior to the maturity date, without notice provided in Section 52 of the Mortgage, at the principal amount of the bonds to be redeemed, in each case, together with accrued interest to the date fixed for redemption by the Company in a notice delivered to the Trustee and to the holder of the bonds to be redeemed on or before the date fixed for redemption.

A-2

The bonds of this series shall be redeemed, in whole at any time, or in part from time to time, prior to the maturity date, at a redemption price equal to the principal amount thereof, upon receipt by the Trustee of a written notice from the Collateral Trust Trustee (i) delivered to the Trustee and the Company, (ii) signed by its President, a Vice President, an Assistant Vice President or a Trust Officer, (iii) stating that an Event of Default has occurred and is continuing under the Collateral Trust Mortgage and that, as a result, there then is due and payable a specified amount with respect to the Securities Outstanding under the Collateral Trust Mortgage, for the payment of which the Collateral Trust Trustee has not received funds, and (iv) specifying the principal amount of the bonds of this series to be redeemed. Delivery of such notice shall constitute a waiver by the Collateral Trust Trustee of notice of redemption under the Mortgage.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided.

This bond is not transferable except to any successor trustee under the Collateral Trust Mortgage, any such transfer to be made in the manner prescribed in the Mortgage, by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer whenever required by the Company duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage.

The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustee shall be affected by any notice to the contrary.

In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof, for cancellation, at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Upon any transfer or exchange of bonds of this 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 this series.

In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery.

As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.

A-3

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

This bond shall not become obligatory until The Bank of New York Mellon, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

A-4

IN WITNESS WHEREOF, ENTERGY LOUISIANA, LLC has caused this bond to be signed in its company name by its President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its company seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.

Attest:

Assistant Secretary

A-5

TRUSTEE’S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.


THE BANK OF NEW YORK MELLON as Trustee

By:
		Authorized Signatory

Dated: ______________

A-6

EXHIBIT B

(TEMPORARY REGISTERED BOND)

ENTERGY LOUISIANA, LLC

First Mortgage Bond, 5.70% Series due March 15, 2054


TR-		$

ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas (hereinafter called the “Company”), for value received, hereby promises to pay to THE BANK OF NEW YORK MELLON, as trustee under the Mortgage and Deed of Trust of the Company, dated as of November 1, 2015 (as the same may be supplemented and amended from time to time, the “Collateral Trust Mortgage”), or its successor as trustee under the Collateral Trust Mortgage, on March 15, 2054, 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, and to pay to the registered owner hereof interest thereon from March 8, 2024, if the date of this bond is prior to September 15, 2024, or if the date of this bond is on or after September 15, 2024, from the March 15 or September 15 immediately preceding the date of this bond to which interest has been paid on the bonds of this series (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of 5.70% per annum in like coin or currency at said office or agency on March 15 and September 15 of each year, commencing September 15, 2024 until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the rate of 6% per annum. Interest hereon shall be paid to the Person in whose name this bond is registered.

This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, 5.70% Series due March 15, 2054, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund,

B-1

established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by the Company’s Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Ninety-eighth Supplemental Indenture dated as of March 1, 2024, called the “Mortgage”), dated as of April 1, 1944, executed by the Company to The Bank of New York Mellon, successor trustee (the “Trustee”). Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustee in respect thereof, the duties and immunities of the Trustee, the terms and conditions upon which the bonds are and are to be secured, the circumstances under which additional bonds may be issued and the rights of the Company to amend the Mortgage without any consent or other action by the holders of any series of bonds (including this series). With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage. Each initial and future holder of the bonds of this series, by its acquisition of an interest in such bonds, irrevocably (a) consents to the amendments set forth in Sections 1 and 3 of Article II of the 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.

Any payment by the Company under the Collateral Trust Mortgage of the principal of or interest on the Securities which shall have been authenticated and delivered under the Collateral Trust Mortgage on the basis of the issuance and delivery to the Collateral Trust Trustee of bonds of this series (other than by application of the proceeds of a payment in respect of such bonds) shall, to the extent of such payment, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal of, or interest on such bonds, as the case may be, which is then due.

B-2

B-3

B-4


DATED: ____________	ENTERGY LOUISIANA, LLC

	By:
		Vice President and Treasurer
Attest:


Assistant Secretary

B-5

TRUSTEE’S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.


THE BANK OF NEW YORK MELLON as Trustee

By:
		Authorized Signatory

Dated: ______________

B-6

Exhibit 5.05

LOGO

March 8, 2024

Entergy Louisiana, LLC

4809 Jefferson Highway

Jefferson, Louisiana 70121

Ladies and Gentlemen:

We have acted as counsel for Entergy Louisiana, LLC (the “Company”) in connection with the Registration Statement on Form S-3 (File No. 333-266624-04) (the “Registration Statement”), relating to $500,000,000 aggregate principal amount of its Collateral Trust Mortgage Bonds, 5.35% Series due March 15, 2034 (the “2034 Bonds”) and $700,000,000 aggregate principal amount of its Collateral Trust Mortgage Bonds, 5.70% Series due March 15, 2054 (together with the 2034 Bonds, the “Bonds”). The Bonds have been issued pursuant to the Company’s Mortgage and Deed of Trust, dated as of November 1, 2015, with The Bank of New York Mellon, as trustee (the “Trustee”) (the Mortgage, as amended and supplemented, including by the supplemental indenture and officer’s certificate 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.

Subject to the foregoing and the further exceptions and qualifications set forth below, we are of the opinion that the Bonds are binding obligations of the Company.


Morgan, Lewis & Bockius LLP

101 Park Avenue
New York, NY 10178-0060		+1.212.309.6000
United States		+1.212.309.6001

Entergy Louisiana, LLC

March 8, 2024

Page 2

This opinion is limited to the laws of the State of New York, except as set forth in the following two sentences. 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 Dawn A. Balash, Esq., Assistant General Counsel—Corporate and Securities of Entergy Services, LLC, 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, we have relied upon the opinion of Husch Blackwell LLP, which is being filed as Exhibit 5.07 to the Registration Statement. As to all matters of the laws of the State of New York, Dawn A. Balash, Esq., Assistant General Counsel—Corporate and Securities of Entergy Services, LLC and Husch Blackwell LLP are authorized to rely on this opinion as if it were addressed to each of them.

We hereby consent to the filing of this opinion as Exhibit 5.05 to a Current Report on Form 8-K, which will be incorporated by reference into 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 consents, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

Exhibit 5.06

LOGO

Entergy Services, LLC

639 Loyola Avenue (70113)

P.O. Box 61000

New Orleans, LA 70161

Tel: 504-576-6755

Fax: 504-576-4150

e-mail: dbalash@entergy.com

Dawn A. Balash

Assistant General Counsel

Corporate and Securities

March 8, 2024

Entergy Louisiana, LLC

4809 Jefferson Highway

Jefferson, Louisiana 70121

Ladies and Gentlemen:

I have acted as counsel for Entergy Louisiana, LLC (the “Company”) in connection with the Registration Statement on Form S-3 (File No. 333-266624-04) (the “Registration Statement”), relating to $500,000,000 aggregate principal amount of its Collateral Trust Mortgage Bonds, 5.35% Series due March 15, 2034 (the “2034 Bonds”) and $700,000,000 aggregate principal amount of its Collateral Trust Mortgage Bonds, 5.70% Series due March 15, 2054 (together with the 2034 Bonds, the “Bonds”). The Bonds have been issued pursuant to the Company’s Mortgage and Deed of Trust, dated as of November 1, 2015, with The Bank of New York Mellon, as trustee (the “Trustee”) (the Mortgage, as amended and supplemented, including by the supplemental indenture and officer’s certificate 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 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.

Entergy Louisiana, LLC

March 8, 2024

Page 2

Subject to the foregoing and the further exceptions and qualifications set forth below, I am of the opinion that the Bonds are binding obligations of the Company.

This opinion is limited to the laws of the State of Louisiana, except as set forth in the following two sentences. 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 5.05 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 Husch Blackwell LLP, which is being filed as Exhibit 5.07 to the Registration Statement. As to all matters of the laws of the State of Louisiana, Morgan, Lewis & Bockius LLP and Husch Blackwell LLP are authorized to rely on this opinion as if it were addressed to each of them.

I hereby consent to the filing of this opinion as Exhibit 5.06 to a Current Report on Form 8-K, which will be incorporated by reference into 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 consents, 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/ Dawn A. Balash

Exhibit 5.07

[Husch Blackwell LLP letterhead]

March 8, 2024

Entergy Louisiana, LLC

4809 Jefferson Highway

Jefferson, Louisiana 70121

Ladies and Gentlemen:

We have acted as counsel for Entergy Louisiana, LLC (the “Company”) in connection with the Registration Statement on Form S-3 (File No. 333-266624-04) (the “Registration Statement”), relating to $500,000,000 aggregate principal amount of the Company’s Collateral Trust Mortgage Bonds, 5.35% Series due March 15, 2034 (the “2034 Bonds”) and $700,000,000 aggregate principal amount of the Company’s Collateral Trust Mortgage Bonds, 5.70% Series due March 15, 2054 (together with the 2034 Bonds, the “Bonds”). The Bonds have been issued pursuant to the Company’s Mortgage and Deed of Trust, dated as of November 1, 2015, with The Bank of New York Mellon, as trustee (the “Trustee”) (the Mortgage, as amended and supplemented, including by the supplemental indenture and officer’s certificates establishing the terms of the Bonds, being hereinafter referred to as the “Mortgage”).

Subject to the foregoing and the further exceptions and qualifications set forth below, we are of the opinion that the Bonds are binding obligations of the Company.

This opinion is limited to the laws of the State of Texas, except as set forth in the following two sentences. 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 Dawn A.

[Husch Blackwell LLP letterhead]

March 8, 2024

Page 2

Balash, Esq., Assistant General Counsel—Corporate and Securities of Entergy Services, LLC, 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 New York, we have relied upon the opinion of Morgan, Lewis & Bockius LLP, which is being filed as Exhibit 5.05 to the Registration Statement. As to all matters of the laws of the State of Texas, Dawn A. Balash, Esq., Assistant General Counsel—Corporate and Securities of Entergy Services, LLC, and Morgan, Lewis & Bockius LLP are authorized to rely on this opinion as if it were addressed to each of them.

We hereby consent to the filing of this opinion as Exhibit 5.07 to a Current Report on Form 8-K, which will be incorporated by reference into 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 consents, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Husch Blackwell LLP

HUSCH BLACKWELL LLP

Document and Entity Information	Mar. 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 08, 2024
Entity Registrant Name	Entergy Louisiana, LLC
Entity Incorporation State Country Code	TX
Entity File Number	1-32718
Entity Tax Identification Number	47-4469646
Entity Address Address Line 1	4809 Jefferson Highway
Entity Address City Or Town	Jefferson
Entity Address State Or Province	LA
Entity Address Postal Zip Code	70121
City Area Code	504
Local Phone Number	576-4000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Mortgage Bonds, 4.875% Series due September 2066
Trading Symbol	ELC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001348952
Amendment Flag	false