EXHIBIT A-5
This bond is not transferable except to a successor trustee under
the Trust Indenture, dated as of _________ (hereinafter called
the _________ Indenture), between _______ County, __________
(hereinafter called the County) relating to its Pollution Control
________ Bonds, __________ Series___ (Mississippi Power & Light
Company Project) (hereinafter called the _____ Bonds) and
_____________, as trustee.
GENERAL AND REFUNDING MORTGAGE BOND,
POLLUTION CONTROL SERIES___
No. ______ $ ___________
MISSISSIPPI POWER & LIGHT COMPANY, a corporation duly
organized and validly existing of the State of Mississippi
(hereinafter called the Company), for value received, hereby
promises to pay to ___________________ or registered assigns, at
the office or agency of the Company in New York, New York, the
principal sum of $_________ on ____________ 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.
This bond shall not become obligatory until Bank of
Montreal Trust Company, the Trustee under the Mortgage, or its
respective successor 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 ____ (herein called bonds of the _____________ 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 __________ 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 premium, if any) 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 and integral multiples
thereof. 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 ______
Indenture, any such transfer to be made as 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 redeemable in the manner and at such
redemption prices as are provided in the Mortgage.
The bonds of the ________ Series have been issued in
order to evidence in part the obligation of the Company to make
certain payments under the _________________, dated as of
_________, between the County and the Company
The obligation of the Company to make any payment of
principal of the bonds of _______ Series, whether at maturity,
upon redemption or otherwise, shall be reduced by the amount of
any reduction under the _________ Indenture of the amount of the
corresponding payment required to be made by the County
thereunder in respect of the principal of the _____ Bonds.
Bank of Montreal Trust Company, Corporate Trustee, may
conclusively presume that the obligation of the Company to pay
the principal of the bonds of ________ 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 (which may be a facsimile followed by a hard copy) from
the trustee under the __________ Indenture, signed by its
President, a Vice President or a Trust Officer, stating that the
corresponding payment of principal of the ________ Bonds has
become due and payable and has not been fully paid and specifying
the amount of funds required to make such payment.
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, Mississippi Power & Light Company
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 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:
MISSISSIPPI POWER & LIGHT COMPANY
By:_____________________________________
Title:
Attest:
__________________________
Title:
AUTHENTICATION CERTIFICATE
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:________________________________________
