Exhibit A-5(a)
This bond is not transferable except to a successor trustee under
the Trust Indenture, dated as of May 1, 1999 (hereinafter called
the "Independence Indenture"), between Independence County,
Arkansas (hereinafter called the "County") relating to its
Pollution Control Revenue Refunding Bonds (Entergy Mississippi,
Inc. Project) 1999 Series (hereinafter called the "Independence
Bonds") and Chase Bank of Texas, National Association, as
trustee.
GENERAL AND REFUNDING MORTGAGE BOND
Pollution Control Series A
No. R-1
ENTERGY MISSISSIPPI, INC., (formerly Mississippi Power &
Light Company) a corporation duly organized and validly existing
under the laws of the State of Mississippi (hereinafter called
the Company), for value received, hereby promises to pay to Chase
Bank of Texas, National Association or registered assigns, at the
office or agency of the Company in New York, New York, the
principal sum of $32,850,000 on July 1, 2022 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, without
interest, until the principal of this bond shall have become due
and payable and to pay interest (before and after judgment) on
any overdue principal, at the rate of one per cent (1%) per
annum.
This bond shall not become obligatory until Bank of
Montreal Trust Company, the Trustee under the Mortgage, or its
respective successor or successors thereunder, shall have signed
the authentication certificate endorsed hereon.
This bond is one of a series of bonds of the Company
issuable in series and is one of a duly authorized series known
as its General and Refunding Mortgage Bonds, Pollution Control
Series A (herein called bonds of the Twentieth Series), all bonds
of all series issued under and equally secured by a Mortgage and
Deed of Trust (herein, together with any indenture supplemental
thereto, called the Mortgage), dated as of February 1, 1988, duly
executed by the Company to Bank of Montreal Trust Company and
Xxxx X. XxXxxxxxxx (successor to Z. Xxxxxx Xxxxxxxxx), as
Trustees. Reference is made to the Mortgage for a description of
the mortgaged and pledged property, assets and rights, the nature
and extent of the lien and security, the respective rights,
limitations of rights, covenants, obligations, duties and
immunities thereunder of the Company, the holders of bonds and
the Trustees and 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 definition of certain
terms herein used, to all of which, by its acceptance of this
bond, the holder of this bond agrees.
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. The
Mortgage provides that in certain circumstances and upon certain
conditions such a declaration and its consequences or certain
past defaults and the consequences thereof may be waived by such
affirmative vote of holders of bonds as is specified in the
Mortgage.
The Mortgage contains provisions permitting the Company
and the Trustee to execute supplemental indentures amending the
Mortgage for certain specified purposes without the consent of
holders of bonds. 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 of the Twentieth Series 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.
Any consent or waiver by the holder of this bond (unless
effectively revoked as provided in the Mortgage) shall be
conclusive and binding upon such holder and upon all future
holders of this bond and of any bonds issued in exchange or
substitution herefor, irrespective of whether or not any notation
of such consent or waiver is made upon this bond or such other
bond.
No reference herein to the Mortgage and no provision of
this bond or of the Mortgage shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of and interest on this bond in the manner, at the
respective times, at the rate and in the currency herein
prescribed.
The bonds are issuable as registered bonds without coupons
in the denominations of $1,000.00 or such other denominations as
the officers of the Company shall determine to issue. At the
office or agency to be maintained by the Company in the City of
New York, State of New York, and in the manner and subject to the
provisions of the Mortgage, bonds may be exchanged for a like
aggregate principal amount of bonds of other authorized
denominations, without payment of any charge other than a sum
sufficient to reimburse the Company for any tax or other
governmental charge incident thereto. This bond is not
transferable except to any successor trustee under the
Independence Indenture, 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 New York, New York, upon surrender of
this bond, and upon payment, if the Company shall require it, of
the transfer charges provided for in the Mortgage, and,
thereupon, a new fully registered bond of the same series for a
like principal amount will be issued to the transferee in
exchange hereof as provided in the Mortgage. The Company and the
Trustees may deem and treat the person in whose name this bond is
registered as the absolute owner hereof for the purpose of
receiving payment and for all other purposes and neither the
Company nor the Trustees shall be affected by any notice to the
contrary.
This bond is subject to redemption as provided in the
Mortgage.
The bonds of the Twentieth Series have been issued in
order to evidence in part, prior to the Release Date, the
obligation of the Company to make certain payments under the
Refunding Agreement, dated as of May 1, 1999, between the County
and the Company.
The obligation of the Company to make any payment of the
principal of the bonds of the Twentieth Series, whether at
maturity, upon redemption or otherwise, shall be reduced by the
amount of any reduction under the Independence Indenture of the
amount of the corresponding payment required to be made by the
County thereunder with respect of the principal of or premium, if
any, or interest on the Independence Bonds.
Bank of Montreal Trust Company, the Trustee, and Xxxx X.
XxXxxxxxxx, Co-Trustee, may conclusively presume that the
obligation of the Company to pay the principal of the bonds of
the Twentieth Series as the same shall become due and payable
shall have been fully satisfied and discharged unless and until
the Trustee shall have received a written notice (which may be a
facsimile followed by a hard copy) from the trustee under the
Independence Indenture, signed by its President, a Vice President
or a Trust Officer, stating that the corresponding payment of
principal of or interest on the Independence Bonds has become due
and payable and has not been fully paid and specifying the amount
of funds required to make such payment.
Bank of Montreal Trust Company, Trustee, and Xxxx X.
XxXxxxxxxx, Co-Trustee, may conclusively presume that no
redemption of bonds of the Twentieth Series is required unless
and until it shall have received a written notice (which may be a
facsimile followed by a hard copy) from the trustee under the
Independence Indenture signed by its President, a Vice President
or a Trust Officer, stating that the Independence Bonds have
become immediately due and payable pursuant to Section 10.2 of
the Independence Indenture, upon the occurrence of an Event of
Default under Section 10.1 (a), (b), (e) or (f) of said
Independence Indenture, or that Independence Bonds are to be
redeemed pursuant to Section 8.1(c) of the Independence Indenture
and specifying the date fixed for the redemption and the
principal amount thereof.
No recourse shall be had for the payment of the principal
of, premium, if any, 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.
As provided in the Mortgage, this bond shall be governed
by and construed in accordance with the laws of the State of New
York.
IN WITNESS WHEREOF, Entergy Mississippi, Inc. has caused
this bond to be signed in its corporate name by its Chairman of
the Board, Chief Executive Officer, President or one of its Vice
Presidents by his or her signature or a facsimile thereof, and
its corporate seal to be impressed or imprinted hereon and
attested by its Secretary or one of its Assistant Secretaries by
his signature or a facsimile thereof.
Dated: May 28, 1999
ENTERGY MISSISSIPPI, INC.
By:
Xxxxxx X. XxXxxx
Title: Vice President and Treasurer
Attest:
__________________________
Title: Assistant Secretary
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.
BANK OF MONTREAL TRUST
COMPANY, as Trustee
By:
Authorized Signature
