Exhibit B-6(a)
Indexing Instructions:
The subject property is located
within Sections 1, 2, 3, 4, 5,
6 and 32 in Township 12 North,
Range 1 East, and Sections 7,
8, 11, 12 and 30 in Township 12
North, Range 2 East, Claiborne
County, Mississippi.
CLAIBORNE COUNTY, MISSISSIPPI
AND
SYSTEM ENERGY RESOURCES, INC.
AMENDED AND RESTATED
INSTALLMENT SALE AGREEMENT
__________________
Dated as of February 15, 1996
__________________
Relating To
Pollution Control Revenue Refunding Bonds
(System Energy Resources, Inc. Project) Series 1996
Prepared by:
Xxxx Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxx & Xxxxxxx, P.A.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
(000) 000-0000
MS BAR NO. 7845
THIS AMENDED AND RESTATED INSTALLMENT SALE AGREEMENT
(hereinafter called the "Agreement") made and entered into as of
February 15, 1996, by and between Claiborne County, Mississippi,
a public body corporate and politic and a political subdivision
of the State of Mississippi (the "Issuer"), and System Energy
Resources, Inc., a corporation organized and existing under the
laws of the State of Arkansas, duly qualified to do business as a
corporation in the State of Mississippi (the "Company").
WITNESSETH:
WHEREAS, the Issuer is authorized and empowered by the
constitution and laws of the State of Mississippi, especially
Sections 00-00-000 through 00-00-000, Mississippi Code of 1972,
as amended (the "Pollution Control Act"), to acquire, purchase,
construct, enlarge, expand and improve facilities for
eliminating, mitigating, and/or preventing air and water
pollution, including sewage and solid waste disposal facilities,
to issue revenue bonds to defray the cost of such facilities, and
to execute an agreement with an industry (as defined in the
Pollution Control Act) for the sale of such facilities to such
industry; and
WHEREAS, pursuant to and in accordance with the provisions of
the Pollution Control Act, the Issuer has heretofore on May 29,
1986, issued $90,000,000 principal amount of Claiborne County,
Mississippi, Pollution Control Revenue Bonds (Middle South
Energy, Inc. Project) Series E (the "Prior Bonds"), pursuant to
an Indenture of Trust dated as of May 1, 1986, between the Issuer
and Deposit Guaranty National Bank, as trustee (the "Prior
Indenture"); $90,000,000 principal amount of the Prior Bonds
remain outstanding; and
WHEREAS, the Prior Bonds were issued to defray the cost of
acquiring an undivided 90% interest (the "Project") in certain
air and water pollution control facilities and sewage and solid
waste disposal facilities (collectively, the "Facilities") at the
Grand Gulf Nuclear Station (the "Plant"), a nuclear electric
generating plant located within Claiborne County, Mississippi, on
Bald Hill Road approximately six to seven miles northwest of the
City of Port Xxxxxx, Mississippi; the Project was sold by the
Issuer to Middle South Energy, Inc., now known as the Company,
pursuant to an Installment Sale Agreement dated as of May 1,
1986, between the Issuer and the Company (the "Prior Agreement");
the Company is an "industry" as defined in the Pollution Control
Act and is the owner of the Project; Entergy Operations, Inc., a
Delaware corporation and an affiliate of the Company, is the
operator of the Facilities and the Plant; and
WHEREAS, the Issuer is authorized by Sections 31-15-21
through 31-15-27, Mississippi Code of 1972, as amended (the
"Act") to issue revenue refunding bonds, the proceeds of which
may be used, together with other funds to be made available
therefor, to refund the outstanding Prior Bonds; and
WHEREAS, at the request of the Company and pursuant to the
Act, a resolution duly adopted by the Governing Body of the
Issuer on January 10, 1996 (the "Issuing Resolution") and the
Indenture (hereinafter defined), the Issuer has authorized the
issuance of its Pollution Control Revenue Refunding Bonds (System
Energy Resources, Inc. Project) Series 1996 in the principal
amount of $90,000,000 (the "Bonds") for the purpose of providing
funds that, together with other funds to be made available
therefor by the Company, will be used to refund all outstanding
Prior Bonds, including the payment of any redemption premium due
or to become due thereon, interest to accrue to the selected
redemption date, and all expenses in connection with such
refunding; and
WHEREAS, the Issuer and the Company desire to confirm the
sale of the Project by the Issuer to the Company and to effect
the refunding of the Prior Bonds by the issuance of the Bonds and
the lending of the principal proceeds thereof to the Company to
provide funds for such purpose; and
WHEREAS, the Bonds, the Trustee's Certificate of
Authentication and Clerk's Validation Certificate are to be in
substantially the form set out in Exhibit A to the Indenture,
with appropriate variations, omissions and insertions as
permitted or required by the Indenture; and
WHEREAS, the Issuer has received all authorizations,
approvals and consents required to be obtained prior to its entry
into this Agreement and the issuance of the Bonds; and
WHEREAS, the Company has received all authorizations,
approvals and consents required to be obtained prior to its entry
into this Agreement; and
WHEREAS, the Issuer and the Company desire to amend and
restate the Prior Agreement in its entirety and each of its
provisions by this Amended and Restated Installment Sale
Agreement so as to provide for the lending of the proceeds of the
Bonds to the Company to effect the refunding of the Prior Bonds;
NOW, THEREFORE, in consideration of the premises and of the
covenants and undertakings herein expressed, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. In addition to the words and
terms elsewhere defined in this Agreement or in the Indenture,
the following words and terms as used in this Agreement shall
have the following meanings unless the context or use indicates
another or different meaning:
"Act" shall mean Sections 31-15-21 through 31-15-27,
Mississippi Code of 1972, as amended.
"Administration Expenses" shall mean the reasonable expenses
incurred by the Issuer with respect to the Agreement, the
Indenture and any transaction or event contemplated by the
Agreement or the Indenture, including the fee of its counsel and
the compensation and reimbursement of expenses and advances
payable to the Trustee, including its compensation and expenses
as Paying Agent and Bond Registrar.
"Agreement" shall mean this Amended and Restated Installment
Sale Agreement between the Issuer and the Company, relating to
the Project, pursuant to which the Issuer shall lend the
principal proceeds of the Bonds to the Company to be used to
refund the Prior Bonds, and any and all modifications,
alterations, amendments and supplements thereto.
"Authorized Company Representative" shall mean each person at
the time designated to act on behalf of the Company by written
certificate furnished to the Issuer and the Trustee containing
the specimen signature of such person and signed on behalf of the
Company by its President, any Vice President, its Treasurer or
its Secretary together with any Assistant Secretary.
"Bond Counsel" shall mean a firm nationally recognized as
bond counsel selected by the Company and acceptable to the
Trustee.
"Bond Fund" shall mean the fund created by Section 5.02 of
the Indenture.
"Bond" or "Bonds" shall mean the Issuer's $90,000,000
principal amount Pollution Control Revenue Refunding Bonds
(System Energy Resources, Inc. Project) Series 1996 authorized to
be issued under the Indenture.
"Bond Registrar" shall mean the Trustee when acting as
registrar in accordance with Section 2.05 of the Indenture.
"Principal Office" of the Bond Registrar shall mean the office
thereof designated in writing to the Issuer and the Trustee.
"Clerk" shall mean the Clerk of the Governing Body.
"Code" shall mean the Internal Revenue Code of 1986, as
amended. Each reference to a section of the Code herein shall be
deemed to include the Internal Revenue Code of 1954, as amended
and in effect prior to enactment of the Tax Reform Act of 1986,
and the United States Treasury Regulations proposed or adopted
thereunder, as the same may be in effect from time to time, to
the extent the same are applicable to the Bonds or the use of
proceeds thereof, unless the context clearly requires otherwise.
"Company" shall mean System Energy Resources, Inc., a corpora
tion organized and existing under the laws of the State of
Arkansas and duly qualified to do business as a foreign corpora
tion in the State of Mississippi, its successors and their
assigns.
"Event of Default" shall mean any event of default specified
in Section 8.01 hereof.
"Facilities" shall mean the real and personal properties,
facilities, machinery and equipment currently existing at the
Plant which are described in Exhibit A to this Agreement, as
revised from time to time to reflect any changes therein,
additions thereto, substitutions therefor and deletions therefrom
permitted by the terms of this Agreement.
"Governing Body" shall mean the Board of Supervisors of the
Issuer.
"Government Obligations" shall mean (a) direct or fully
guaranteed obligations of the United States of America (including
any such securities issued or held in book-entry form), and
(b) certificates, depositary receipts or other instruments which
evidence a direct ownership interest in obligations described in
clause (a) above or in any specific interest or principal
payments due in respect thereof; provided, however, that the
custodian of such obligations, or the custodian of such specific
interest or principal payments, shall be a bank or trust company
organized under the laws of the United States of America or of
any state or territory thereof or of the District of Columbia,
with a combined capital stock, surplus and undivided profits of
at least $50,000,000; and provided, further, that except as may
be otherwise required by law, such custodian shall be obligated
to pay to the holders of such certificates, depositary receipts
or other instruments the full amount received by such custodian
in respect of such obligations or specific payments and shall not
be permitted to make any deduction therefrom.
"Indenture" shall mean the Trust Indenture , dated as of
February 15, 1996, between the Issuer and the Trustee, and any
and all modifications, alterations, amendments and supplements
thereto.
"Investment Securities" shall mean any of the following
obligations or securities which may be lawfully acquired under
the laws of the State of Mississippi on which neither the Company
nor the Issuer nor any of their respective affiliates or
subsidiaries is the obligor, contingently or otherwise, (a)
Government Obligations; (b) interest bearing deposit accounts
(which may be represented by certificates of deposit) in
national, state or foreign banks (which may include the Trustee,
the Paying Agent and the Bond Registrar) having a combined
capital and surplus of not less than $50,000,000; (c) bankers'
acceptances drawn on and accepted by commercial banks (which may
include the Trustee, the Paying Agent and the Bond Registrar)
having a combined capital and surplus of not less than
$10,000,000; (d)(i) direct obligations of, (ii) obligations the
principal of and interest on which are unconditionally guaranteed
by, and (iii) any other obligations, the interest on which is
excluded from gross income for purposes of federal income
taxation issued by, any State of the United States of America,
the District of Columbia or the Commonwealth of Puerto Rico, or
any political subdivision, agency, authority or other
instrumentality of any of the foregoing, which, in any case, are
rated by a nationally recognized rating agency in any of its
three highest Rating Categories; (e) obligations of any agency or
instrumentality of the United States of America; (f) commercial
or finance company paper which is rated by a nationally
recognized rating agency in any of its three highest Rating
Categories; and (g) corporate debt securities issued by cor
porations having debt securities rated by a nationally recognized
rating agency in any of its three highest Rating Categories.
"Issuer" shall mean Claiborne County, Mississippi.
"Loan Repayment" shall mean the payments required to be made
by the Company pursuant to Section 5.02 of this Agreement.
"Notice by Mail" or "notice" of any action or condition "by
Mail" shall mean a written notice meeting the requirements of the
Indenture mailed by first-class mail to the Owners of specified
registered Bonds, at the addresses shown in the registration
books maintained pursuant to Section 2.05 of the Indenture.
"Notice by Publication" or "notice" of any action or condi
tion "by Publication" shall mean publication of a notice meeting
the requirements of the Indenture in a newspaper or financial
journal of general circulation in The City of New York, New York,
which carries financial news, is printed in the English language
and is customarily published on each business day; provided,
however, that any successive weekly or monthly publication of
notice required hereunder may be made, unless otherwise expressly
provided herein, on the same or different days of the week and in
the same or different newspapers or financial journals; and
provided, further, that if, because of the temporary or permanent
suspension of the publication or general circulation of any
newspaper or financial journal or for any other reason, it is
impossible or impracticable to publish such notice in the manner
herein described, then such publication in lieu thereof as shall
be made with the approval of the Trustee (or, if there be no
trustee hereunder, the Issuer) shall constitute a sufficient
publication of such notice.
"Outstanding," when used in reference to the Bonds shall
mean, as on any particular date, the aggregate of all Bonds
authenticated and delivered under the Indenture except:
(a) those canceled on or prior to such date or delivered to
or acquired by the Trustee on or prior to such date for
cancellation;
(b) those deemed to be paid in accordance with Article VII of
the Indenture; and
(c) those in lieu of or in exchange or substitution for which
other Bonds shall have been authenticated and delivered pursuant
to the Indenture, unless proof satisfactory to the Trustee and
the Company is presented that such Bond is held by a bona fide
holder in due course.
"Owner" shall mean the person, which may be the Company, in
whose name any Bond is registered upon the registration books
maintained pursuant to Section 2.05 of the Indenture.
"Paying Agent" shall mean the Trustee. "Principal Office of
the Paying Agent" shall mean the principal office of the Trustee.
"Plant" shall mean the Grand Gulf Nuclear Station located
within the geographical limits of the Issuer on Bald Hill Road
approximately six to seven miles northwest of the City of Port
Xxxxxx, Mississippi, in Claiborne County, Mississippi.
"President" shall mean the President of the Governing Body.
"Project" shall mean the undivided 90% interest in the
Facilities owned by the Company.
"Rating Category" shall mean a generic securities rating
category, without regard to any refinement or gradation of such
rating category by a numerical modifier or otherwise.
"Revenues and Receipts of the Issuer under the Agreement"
shall mean all moneys assigned to and paid or payable to the
Trustee, for the account of the Issuer, including the Loan
Repayment and any payments pursuant to Section 9.01 of this
Agreement, and all receipts of the Trustee which, under the
provisions of the Indenture, reduce the amount of such payments.
"State" shall mean the State of Mississippi.
"Supplemental Indenture" shall mean any indenture of the
Issuer modifying, altering, amending, supplementing or confirming
the Indenture for any purpose, in accordance with the terms of
the Indenture.
"Trust Estate" shall mean at any particular time all right,
title and interest of the Issuer in and to: (a) this Agreement
(except its rights under Sections 5.04, 5.05, 5.06, 6.03 and 8.05
hereof and any rights of the Issuer to receive notices,
certificates, requests, requisitions, directions and other
communications thereunder), including without limitation the
Revenues and Receipts of the Issuer under the Agreement; and
(b) all moneys and obligations (other than Bonds) which at such
time are deposited or are required to be deposited with, or are
held or are required to be held by or on behalf of, the Trustee
in trust under any of the provisions of the Indenture, including,
without limitation, all amounts, deposits or securities and
titles and interests which at such time are subject to the lien
of the Indenture, except for moneys or obligations deposited with
or paid to the Trustee for the redemption or payment of Bonds
which are deemed to have been paid in accordance with Article VII
of the Indenture and the Rebate Fund created under Section 5.09
of the Indenture.
"Trustee" shall mean Xxxxxxx First National Bank, Pine Bluff,
Arkansas, as trustee under the Indenture, its successors in trust
and their assigns.
ARTICLE II
REPRESENTATIONS
SECTION 2.01. Representations and Warranties of the Issuer.
The Issuer makes the following representations and warranties as
the basis for the undertakings on the part of the Company herein
contained:
(a) The Issuer is a public body corporate and politic
and a political subdivision of the State of Mississippi. Under
the provisions of the Pollution Control Act and the Act, the
Issuer has the power to enter into the transactions contemplated
by this Agreement and to carry out its obligations hereunder.
The Issuer is duly authorized to execute and deliver this
Agreement. The Issuer agrees that it will do or cause to be done
all things necessary to preserve and keep in full force and
effect its existence.
(b) The Issuer through issuance of the Prior Bonds
provided funds for the acquiring, constructing, installing and
equipping of the Project, and has sold the Project to the
Company, which sale is hereby confirmed.
(c) The Issuer will, upon the request and at the
expense of the Company, cause the execution and delivery from
time to time to the Company of such further instruments of
conveyance as the Company deems to be necessary to effect or
evidence the conveyance to the Company of all of its right, title
and interest in the Project.
(d) The Issuer has authorized the issuance of the Bonds
on the terms set forth in the Indenture for the purpose of
providing funds which, together with other funds available
therefor to be provided by the Company, will be used to refund
the Prior Bonds.
(e) The Issuer has not assigned, and will not, except
as otherwise required by mandatory provisions of law, assign its
interest in this Agreement other than to secure the Bonds.
SECTION 2.02. Representations and Warranties of the Company.
The Company makes the following representations and warranties as
the basis for the undertakings on the part of the Issuer herein
contained:
(a) The Company is a corporation duly incorporated and
in good standing under the laws of the State of Arkansas, and is
qualified to do business in the State of Mississippi, is not in
violation of any provision of its Amended and Restated Articles
of Incorporation, or its Bylaws, as amended, has power to enter
into this Agreement and to perform and observe the agreements and
covenants on its part contained herein and has duly authorized
the execution and delivery of this Agreement by proper corporate
action.
(b) The Facilities constitute a pollution control
project of the type authorized and permitted by the Pollution
Control Act.
(c) Neither the execution and delivery of this
Agreement, the consummation of the transactions contemplated
hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement, conflicts with or results in a
breach of the terms, conditions or provisions of any restriction
or any agreement or instrument to which the Company is now a
party or by which the Company is bound, or constitutes a default
under any of the foregoing, or results in the creation or
imposition of any lien, charge or encumbrance whatsoever upon any
of the property or assets of the Company except any interests
created herein.
(d) The Securities and Exchange Commission has approved
all matters relating to the Company's participation in the
transactions contemplated by this Agreement which require said
approval, and no other consent, approval, authorization or other
order of any regulatory body or administrative agency or other
governmental body is legally required for the Company's
participation therein, except such as may have been obtained or
may be required under the securities laws of any state.
(e) The Bureau of Pollution Control, Mississippi
Department of Natural Resources, in August, 1985, found and
certified that the Facilities are necessary and that the design
thereof will result in the elimination, mitigation and/or
prevention of air and water pollution, and did certify that the
Facilities, as designed, are in furtherance of the purpose of
abating and controlling atmospheric pollutants and contaminants
or water pollution.
(f) The statements of fact and representations made by
the Company in the Company's certificate in connection with the
determination of the tax-exempt status of the interest on the
Bonds are true and correct in all material respects.
ARTICLE III
THE PROJECT
SECTION 3.01. Construction and Equipping of the Facilities
and the Project. The Company represents that the Facilities and
the Project have been acquired, constructed, installed and
equipped by the Company in order to effectuate the purposes of
the Pollution Control Act; the Issuer makes no representation or
warranty with respect to the Facilities or Project or their
suitability for any purpose.
SECTION 3.02. Sale of the Project Confirmed. The Issuer
confirms that pursuant to the Prior Agreement it has conveyed and
vested in the Company all of the right, title and interest of the
Issuer in the Project.
SECTION 3.03. Maintenance of Project. The Company agrees
that it shall, at its expense, so long as the Company is the
owner of the Project and the Plant is in operation, cause the
Project, and every element and unit thereof, to be maintained,
preserved and kept in good repair, working order and condition,
and from time to time to cause all needful and proper repairs,
replacements, additions, betterments and improvements to be made
thereto; provided, however, that the Company may discontinue the
operation of, or reduce the capacity of, the Project, or any
element or unit thereof, if, in the judgment of the Company, any
such action is necessary or desirable in the conduct of the
business of the Company, or if the Company is ordered so to do by
any regulatory authority having jurisdiction in the premises, or
if the Company intends to sell or dispose of the same and within
a reasonable time shall endeavor to effectuate such sale.
The Company may at its own expense cause substitutions,
modifications and improvements to be made to the Facilities from
time to time as it, in its discretion, may deem to be desirable
for its uses and purposes, which substitutions, modifications and
improvements shall be included under the terms of this Agreement
as part of the Facilities.
SECTION 3.04. Insurance Required. The Company agrees that
the Project will be insured against loss or damage of such kinds
and in such amounts, including without limitation, fire and
extended coverage risks (including property insurance) in such
amounts and covering such other risks as are customarily insured
against by companies operating similar properties. Any
provisions of this Agreement to the contrary notwithstanding, the
Company shall be entitled to the proceeds of any insurance or
condemnation award or portion thereof with respect to the Project
and such shall be paid directly to the Company.
ARTICLE IV
ISSUANCE OF BONDS
SECTION 4.01. Issuance of the Bonds. The Issuer shall issue
the Bonds under and in accordance with the Indenture, subject to
the provisions of any bond purchase agreement between the Issuer
and the original purchaser or purchasers of the Bonds. The
Company hereby approves the issuance of the Bonds and all terms
and conditions thereof.
SECTION 4.02. Disposition of Bond Proceeds. The proceeds of
the issuance and sale of the Bonds, other than accrued interest,
if any, paid by the initial purchaser or purchasers thereof,
shall be paid to the Trustee for the Prior Bonds to be deposited
into the bond fund established under the Prior Indenture for the
Prior Bonds; such deposit shall constitute a loan of such
principal proceeds to the Company. Any accrued interest shall be
deposited into the Bond Fund, in accordance with the provisions
of the Indenture.
ARTICLE V
LENDING OF BOND PROCEEDS; PAYMENTS BY COMPANY
SECTION 5.01. Lending of Bond Proceeds. Concurrently with
the sale and delivery of the Bonds, the Issuer covenants and
agrees that it will, upon the terms and conditions in this
Agreement, lend to the Company an amount equal to the proceeds
(other than accrued interest) of the Bonds. Pursuant to said
covenant and agreement, the Issuer will issue the Bonds upon the
terms and conditions contained in this Agreement and the
Indenture and will cause the Bond proceeds to be applied as
provided in Article IV hereof.
SECTION 5.02. Repayment of Loan. On or before 10:00 a.m.
Central Standard Time on any date that principal of or interest
on the Bonds is due as set forth in the Indenture, or 10:00 a.m.
Central Standard Time on any date fixed for the unconditional
redemption of any or all of the Bonds pursuant to the Indenture,
the Company covenants and agrees to pay or to cause to be paid in
lawful money of the United States of America to the Trustee for
deposit in the Bond Fund, as a repayment of the loan made to the
Company pursuant to Section 5.01 hereof, a sum equal to the
amount payable on such payment date as principal (whether at
maturity, upon redemption, upon acceleration or otherwise) of and
redemption premium, if any, and interest on the Bonds as provided
in the Indenture. Each payment made pursuant to this Section
shall be made in immediately available funds at the principal
corporate trust office of the Trustee.
In the event that the payment of the principal of and accrued
interest on the Bonds is accelerated under Section 8.02 of the
Indenture, the Company covenants and agrees to pay, or cause to
be paid, to the Trustee as provided above a sum equal to all the
principal of and interest on the Bonds then Outstanding.
Each payment pursuant to this Section shall at all times be
sufficient to pay the amount of principal (whether at maturity,
upon redemption, upon acceleration or otherwise) of and
redemption premium, if any, and interest payable on the Bonds on
the date that such payment is due; provided that the obligation
of the Company to make any payment of the principal of or
redemption premium, if any, and interest on the Bonds, whether at
maturity, upon redemption, upon acceleration 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 Issuer thereunder in respect of the principal of or
redemption premium, if any, and interest on the Bonds.
SECTION 5.03. Payments Assigned; Obligation Absolute. It is
understood and agreed that all Loan Repayments to be made by the
Company are, by the Indenture, to be pledged by the Issuer to the
Trustee, and that all rights and interest of the Issuer hereunder
(except for the Issuer's rights under Sections 5.04, 5.05, 5.06,
6.03 and 8.05 hereof and any rights of the Issuer to receive
notices, certificates, requests, requisitions, directions and
other communications hereunder) are to be pledged and assigned to
the Trustee. The Company assents to such pledge and assignment
and agrees that the obligation of the Company to make the Loan
Repayments shall be absolute, irrevocable and unconditional and
shall not be subject to cancellation, termination or abatement,
or to any defense other than payment or to any right of set-off,
counterclaim or recoupment arising out of any breach under this
Agreement, the Indenture or otherwise by the Issuer or the
Trustee or any other party, or out of any obligation or liability
at any time owing to the Company by the Issuer, the Trustee or
any other party, and, further, that the Loan Repayments shall
continue to be payable at the times and in the amounts specified
herein, whether or not the Facilities or the Plant, or any
portion thereof, shall have been destroyed by fire or other
casualty, or title thereto, or the use thereof, shall have been
taken by the exercise of the power of eminent domain, and that
there shall be no abatement of or diminution in any such payments
by reason thereof, whether or not the Facilities or the Plant
shall be used or useful, and whether or not any applicable laws,
regulations or standards shall prevent or prohibit the use of the
Facilities or the Plant, or for any other reason.
SECTION 5.04. Payment of Expenses and Sums Required for
Payment of Prior Bonds. The Company shall pay, or cause to be
paid, all of the Administration Expenses of the Issuer, the
payment of the compensation and the reimbursement of expenses and
advances of the Trustee, any Paying Agent, and the Bond Registrar
to be made directly to such entity. The Company shall pay, on or
prior to the redemption date for the Prior Bonds, directly to the
Trustee for the Prior Bonds for deposit in the Bond Fund as
defined in and created under the Prior Indenture, funds
sufficient, together with other funds available therefor, to
refund all outstanding Prior Bonds, including the payment of any
redemption premium due or to become due thereon, interest to
accrue to the selected redemption date, and all expenses in
connection with such refunding and redemption.
SECTION 5.05. Indemnification. The Company will indemnify
the Issuer and the Trustee against claims arising out of
ownership and operation of the Project. The Company will also
pay and discharge and will indemnify and hold harmless the Issuer
from any lien or charge upon payments by the Company to the
Issuer hereunder. If any such claim is asserted, or any such
lien or charge upon payments, or any such taxes, assessments,
impositions or other charges, are sought to be imposed, the
Issuer or the Trustee, as the case may be, will give prompt
notice to the Company, and the Company shall have the sole right
and duty to assume, and will assume, the defense thereof, with
full power to litigate, compromise or settle the same in its sole
discretion.
Under this Section 5.05, the Company shall also be deemed to
release, indemnify and agree to hold harmless each employee,
official or officer of the Issuer and the Trustee to the same
extent as the Issuer and the Trustee.
SECTION 5.06. Payment of Taxes; Discharge of Liens. The
Company shall: (a) pay, or make provision for payment of, all
lawful taxes and assessments, including income, profits, property
or excise taxes, if any, or other county, municipal or
governmental charges, levied or assessed by any federal, state,
county or municipal government or political body upon the Issuer
with respect to the Facilities or any part thereof or upon any
amounts payable hereunder; and (b) pay or cause to be satisfied
and discharged or make adequate provision to satisfy and
discharge, within sixty (60) days after the same shall accrue,
any lien or charge upon any amounts payable hereunder, and all
lawful claims or demands for labor, materials, supplies or other
charges which, if unpaid, might be or become a lien upon such
amounts; provided that if the Company shall first notify the
Issuer and the Trustee of its intention so to do, the Company may
in good faith contest any such lien or charge or claims or
demands in appropriate legal proceedings, and in such event may
permit the items so contested to remain undischarged and
unsatisfied during the period of such contest and any appeal
therefrom, unless the Issuer or the Trustee shall notify the
Company in writing that, in the opinion of counsel to the Issuer
or the Trustee, by nonpayment of any such items the lien of the
Indenture as to the amounts payable hereunder will be materially
endangered, in which event the Company shall promptly pay and
cause to be satisfied and discharged all such unpaid items.
ARTICLE VI
SPECIAL COVENANTS AND AGREEMENTS
SECTION 6.01 Maintenance of Corporate Existence. The
Company shall maintain its corporate existence, will not dissolve
or otherwise dispose of all or substantially all its assets and
will not consolidate with or merge with or into another
corporation; provided, however, that the Company may consolidate
with or merge with or into, or sell or otherwise transfer all or
substantially all of its assets (and may thereafter dissolve) to,
another corporation, incorporated under the laws of the United
States, one of the states thereof or the District of Columbia, if
the surviving, resulting or transferee corporation, as the case
may be (if other than the Company), prior to or simultaneously
with such consolidation, merger, sale or transfer, assumes, by
delivery to the Trustee of an instrument in writing satisfactory
in form and substance to the Trustee, all the obligations of the
Company hereunder.
If consolidation, merger or sale or other transfer is made as
permitted by this Section 6.01, the provisions of this Section
6.01 shall continue in full force and effect and no further
consolidation, merger or sale or other transfer shall be made
except in compliance with the provisions of this Section 6.01.
SECTION 6.02. Permits or Licenses. In the event that it may
be necessary for the proper performance of this Agreement on the
part of the Company or the Issuer that any application or
applications for any permit or license to do or to perform
certain things be made to any governmental or other agency by the
Company or the Issuer, the Company and the Issuer each shall,
upon the request of either, execute such application or
applications.
SECTION 6.03. Issuer's and Trustee's Access to Records. The
Issuer and the Trustee shall have the right, upon appropriate
prior notice to the Company, to have reasonable access to the
records of the Company relating to the Facilities and the Bonds
during normal business hours for the purpose of making
examinations and inspections of the same.
SECTION 6.04. Arbitrage Covenant. The Issuer covenants that
it shall take no action, and the Company covenants that it shall
not take or direct or approve the Trustee's taking any action or
making any investment or use of the proceeds of the Bonds, which
would cause the Bonds to be "arbitrage bonds" within the meaning
of Section 148 of the Code, including any proposed or final
regulations thereunder that may be applicable to the Bonds at the
time of such action, investment or use. The Company further
covenants that: (a) all actions with respect to the Bonds
required by Section 148(f) of the Code shall timely be taken; (b)
it shall make all determinations required by paragraph (b) of
Section 4.06 of the Indenture and promptly provide notice to the
Trustee of the same, together with supporting calculations; and
(c) it shall within twenty-five (25) days after (i) the calendar
date which corresponds to the fifth anniversary of the issue date
of the Bonds and each fifth anniversary thereof falling on or
after the date of initial authentication and delivery thereof up
to and including the final maturity of the Bonds, unless the
final maturity, whether upon redemption in whole or at maturity,
of such Bonds shall have occurred prior to such anniversary, and
(ii) such final payment, file with the Trustee a statement signed
by an Authorized Company Representative to the effect that the
Company is then in compliance with its covenants contained in
clauses (a) and (b) of this sentence, together with supporting
calculations; provided, however, that if the Company shall
furnish an opinion of Bond Counsel to the Trustee to the effect
that no further action by the Company is required for such
compliance with respect to the Bonds, the Company shall not
thereafter be required to deliver any such statements or
calculations.
SECTION 6.05. Use of Facilities. The Company shall cause
the Facilities to continue to be used for the abatement or
control of air and water pollution or for the disposal of sewage
or solid waste.
SECTION 6.06. Tax Exempt Status of Bonds. The Company
covenants and agrees that it shall not take or authorize or
permit any action to be taken, and has not taken or authorized or
permitted any action to be taken, which adversely affects the
exclusion of interest on the Bonds from gross income for purposes
of federal income taxes pursuant to Section 103 of the Code.
Without limiting the generality of the foregoing, the Company
further covenants and agrees as follows:
(a) No changes have been or will be made in the
Facilities or the Project which in any way adversely affect the
exclusion of interest on any of the Bonds from gross income for
purposes of federal income taxation pursuant to Section 103 of
the Code;
(b) No action shall be taken that will cause the Bonds
to be "federally guaranteed" as defined in Section 149(b) of the
Code; and
(c) No portion of the proceeds of the Bonds will be
used to finance costs of issuance of the Bonds.
SECTION 6.07. Issuer to Notify and Cooperate with Company.
The Issuer hereby agrees: (a) to notify the Company in the event
the tax-exempt status of the Bonds is questioned or otherwise
investigated by the Internal Revenue Service, (b) to permit the
Company, at its expense, to appoint counsel to represent the
Issuer in connection with any such investigation and to instruct
such counsel concerning the terms and conditions of any
compromise, closing agreement or similar arrangement with the
Internal Revenue Service concerning the tax-exempt status of the
Bonds, and (c) to approve any such terms and conditions that are
reached pursuant to Section 6.07(b).
ARTICLE VII
ASSIGNMENT, LEASING AND SELLING
SECTION 7.01. By the Company. The Company's interest in
this Agreement may be assigned in whole or in part, and the
Project may be leased or sold as a whole or in part (whether a
specific element or unit or an undivided interest), by the
Company, subject, however, to the condition that no assignment,
lease or sale (other than as described in Section 6.01 hereof)
shall relieve the Company from primary liability for its
obligations under Section 5.02 hereof for Loan Repayment to the
Issuer or for any other of its obligations hereunder, other than
those obligations relating to the operation, maintenance and
insurance of the Project which obligations (to the extent of the
interest assigned, leased or sold and to the extent assumed by
the assignee, lessee or purchaser) shall be deemed to be
satisfied and discharged.
After any lease or sale of any element or unit of the
Project, or any interest therein, such element or unit, or
interest therein, shall no longer be deemed to be part of the
Project for the purposes of this Agreement.
The Company shall, within fifteen (15) days after the
delivery thereof, furnish to the Issuer and the Trustee a true
and complete copy of the agreements or other documents
effectuating any assignment, lease or sale.
SECTION 7.02. Limitation. This Agreement shall not be
assigned nor shall the Project be leased or sold, in whole or in
part, except as provided in this Article VII or in Section 6.01
hereof or in the Indenture.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
SECTION 8.01. Events of Default. Each of the following
events shall constitute and is referred to in this Agreement as
an "Event of Default":
(a) a failure by the Company to make when due any
payment required to be made pursuant to Section 5.02 hereof,
which failure shall have resulted in an "Event of Default" under
clause (a) or (b) of Section 8.01 of the Indenture.
(b) a failure by the Company to pay when due any other
amount required to be paid under this Agreement or to observe and
perform any covenant, condition or agreement on its part to be
observed or performed which failure shall continue for a period
of ninety (90) days after written notice, specifying such failure
and requesting that it be remedied, shall have been given to the
Company by the Issuer or the Trustee, unless the Issuer and the
Trustee shall agree in writing to an extension of such period
prior to its expiration; provided, however, that the Issuer and
the Trustee shall be deemed to have agreed to an extension of
such period if corrective action is initiated by the Company
within such period and is being diligently pursued.
(c) the expiration of a period of ninety (90) days
following:
(i) the adjudication of the Company as a bankrupt
by any court of competent jurisdiction;
(ii) the entry of an order approving a
petition seeking reorganization or arrangement of the
Company under the federal bankruptcy laws or any other
applicable law or statute of the United States of America,
or of any state thereof; or
(iii) the appointment of a trustee or a receiver
of all or substantially all of the property of the Company;
unless during such period such adjudication, order or appointment
of a trustee or receiver shall be vacated or shall be stayed on
appeal or otherwise or shall have otherwise ceased to continue in
effect.
(d) the filing by the Company of a voluntary petition
in bankruptcy or the making of an assignment for the benefit of
creditors; the consenting by the Company to the appointment of a
receiver or trustee of all or any part of its property; the
filing by the Company of a petition or answer seeking
reorganization, adjustment, composition or arrangement under the
federal bankruptcy laws, or any other applicable law or statute
of the United States of America, or of any state thereof; or the
filing by the Company of a petition to take advantage of any
insolvency act.
SECTION 8.02. Force Majeure. The provisions of Section 8.01
hereof are subject to the following limitations: If by reason of
acts of God; strikes, lockouts or other industrial disturbances;
acts of public enemies; orders or other acts of any kind of the
Government of the United States or of the State of Mississippi,
or any other sovereign entity or body politic, or any department,
agency, political subdivision, court or official of any of them,
or any civil or military authority; insurrections; riots;
epidemics; landslides; lightning; earthquakes; volcanoes; fires;
hurricanes; tornados; storms; floods; washouts; droughts;
arrests; restraint of government and people; civil disturbances;
explosions; breakage or accident to machinery; partial or entire
failure of utilities; or any cause or event not reasonably within
the control of the Company, the Company is unable in whole or in
part to carry out any one or more of its agreements or
obligations contained herein, other than its obligations under
Section 5.02 hereof to make Loan Repayments and its obligations
under Sections 5.05, 6.01, 6.04, 6.06 and 9.01 hereof, the
Company shall not be deemed in default by reason of not carrying
out said agreement or agreements or performing said obligation or
obligations during the continuance of such inability. The Company
agrees, however, to use its best efforts to remedy with all
reasonable dispatch the cause or causes preventing it from
carrying out its agreements; provided, that the settlement of
strikes, lockouts and other industrial disturbances shall be
entirely within the discretion of the Company, and the Company
shall not be required to make settlement of strikes, lockouts and
other industrial disturbances by acceding to the demands of the
opposing party or parties when such course is in the judgment of
the Company unfavorable to the Company.
SECTION 8.03. Remedies on Default.
(a) Upon the occurrence and continuance of any Event of
Default described in clause (a), (c) or (d) of Section 8.01
hereof, and further upon the condition that, in accordance with
the terms of the Indenture, the Bonds shall have become
immediately due and payable pursuant to any action taken in
accordance with Section 8.02 of the Indenture, the payments
required to be paid pursuant to Section 5.02 hereof shall,
without further action, become and be immediately due and
payable.
(b) Upon the occurrence and continuance of any Event of
Default, the Issuer with the prior consent of the Trustee, or the
Trustee, may take any action at law or in equity to collect the
payments then due and thereafter to come due hereunder, or to
enforce performance and observance of any obligation, agreement
or covenant of the Company under this Agreement.
(c) Any amounts collected pursuant to action taken
under this Section shall be applied in accordance with the
Indenture.
(d) In case any proceeding taken by the Issuer or the
Trustee on account of any Event of Default shall have been dis
continued or abandoned for any reason, or shall have been
determined adversely to the Issuer or the Trustee, then and in
every case the Issuer and the Trustee shall be restored to their
former positions and rights hereunder, respectively, and all
rights, remedies and powers of the Issuer and the Trustee shall
continue as though no such proceeding had been taken.
SECTION 8.04. No Remedy Exclusive. No remedy conferred upon
or reserved to the Issuer or the Trustee by this Agreement is
intended to be exclusive of any other available remedy or
remedies, but each and every such remedy shall be cumulative and
shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity or by
statute. No delay or omission to exercise any right or power
accruing upon any Event of Default shall impair any such right or
power or shall be construed to be a waiver thereof, but any such
right or power may be exercised from time to time and as often as
may be deemed expedient. In order to entitle the Issuer or the
Trustee to exercise any remedy reserved to it in this Article, it
shall not be necessary to give any notice other than such notice
as may be required in this Article.
SECTION 8.05. Agreement to Pay Attorneys' Fees and Expenses.
In the event the Company should default under any of the
provisions of this Agreement and the Issuer or the Trustee should
employ attorneys or incur other expenses for the collection of
payments due hereunder or for the enforcement of performance or
observance of any obligation or agreement on the part of the
Company contained herein, the Company agrees that it will on
demand therefor pay to the Issuer or the Trustee, as the case may
be, the reasonable fees of such attorneys and such other expenses
so incurred.
SECTION 8.06. Waiver of Breach. In the event that any
agreement contained herein shall be breached by either the
Company or the Issuer and such breach shall thereafter be waived
by the other party, such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any
other breach hereunder. In view of the assignment of the Issuer's
rights in and under this Agreement to the Trustee under the
Indenture, the Issuer shall have no power to waive any default
hereunder by the Company without the consent of the Trustee. Any
waiver of any "Event of Default" under the Indenture and a
rescission and annulment of its consequences shall constitute a
waiver of the corresponding Event of Default hereunder and a
rescission and annulment of the consequence thereof.
ARTICLE IX
REDEMPTION OR PURCHASE OF BONDS
SECTION 9.01. Redemption of Bonds. The Issuer shall take
the actions required by the Indenture to discharge the lien
thereof through the redemption, or provision for payment or
redemption, of all Bonds then Outstanding, or to effect the
redemption, or provision for payment or redemption, of less than
all the Bonds then Outstanding, upon receipt by the Issuer and
the Trustee from the Company of a notice designating the
principal amount of the Bonds to be redeemed, or for the payment
or redemption of which provision is to be made, and, in the case
of redemption of Bonds, or provision therefor, specifying the
date of redemption, which shall not be less than forty-five (45)
days from the date such notice is given, and the applicable
redemption provision of the Indenture. Unless otherwise stated
therein or otherwise required by the Indenture, such notice shall
be revocable by the Company at any time prior to the time at
which the Bonds are to be redeemed, or for the payment or
redemption of which provision is to be made. The Company shall
furnish to the Trustee, as a prepayment of the amounts due under
Section 5.02 hereof, sufficient moneys or Government Securities
(as defined in the Indenture) in connection with any such
redemption.
SECTION 9.02. Purchase of Bonds. The Company may at any
time, and from time to time, furnish moneys to the Trustee
accompanied by a notice directing the Trustee to apply such
moneys to the purchase in the open market of Bonds in the
principal amount specified in such notice, and any Bonds so
purchased shall thereupon be canceled by the Trustee.
ARTICLE X
RECORDATION AND OTHER INSTRUMENTS
SECTION 10.01. Recording and Filing. The Company shall
record and file, or cause to be recorded and filed, all documents
and statements required or contemplated in Section 4.04 of the
Indenture.
SECTION 10.02. Photocopies and Reproductions. A photocopy or
other reproduction of this Agreement may be filed as a financing
statement pursuant to the Uniform Commercial Code, although the
signatures of the Company and the Issuer on such reproduction are
not original manual signatures.
ARTICLE XI
MISCELLANEOUS
SECTION 11.01. Notices. Except as otherwise provided in this
Agreement, all notices, certificates or other communications
shall be sufficiently given and shall be deemed given when mailed
by registered or certified mail, postage prepaid, to the Issuer,
the Company or the Trustee. Copies of each notice, certificate or
other communication given hereunder by or to the Company shall be
mailed by registered or certified mail, postage prepaid, to the
Trustee; provided, however, that the effectiveness of any such
notice shall not be affected by the failure to send any such
copies. Notices, certificates or other communications shall be
sent to the following addresses:
Company: System Energy Resources, Inc., P. O. Box 61000, New
Orleans, Louisiana 70161, Attention: Treasurer.
Issuer: Claiborne County, Mississippi, Post Office Box 449, Port
Xxxxxx, Mississippi 39150, Attention: Chancery Clerk.
Trustee: Xxxxxxx First National Bank, 000 Xxxx Xxxxxx, Xxxx
Xxxxx, Xxxxxxxx, 00000, Attention: Corporate Trust Department.
Any of the foregoing may, by notice given hereunder, designate
any further or different addresses to which subsequent notices,
certificates or other communications shall be sent.
SECTION 11.02. Severability. If any provision of this
Agreement shall be held or deemed to be or shall, in fact, be
illegal, inoperative or unenforceable; the same shall not affect
any other provision or provisions herein contained or render the
same invalid, inoperative, or unenforceable to any extent
whatever.
SECTION 11.03. Execution of Counterparts. This Agreement may
be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one
and the same instrument.
SECTION 11.04. Amounts Remaining in Bond Fund. It is agreed
by the parties hereto that after payment in full of (i) the Bonds
(or the provision for payment thereof having been made in
accordance with the provisions of the Indenture), (ii) the
Administration Expenses of the Issuer, and (iii) all other
amounts required to be paid under this Agreement and the
Indenture, any amounts remaining in the Bond Fund shall belong to
and be paid by the Trustee to the Company.
SECTION 11.05. Amendments, Changes and Modifications. Except
as otherwise provided in this Agreement or the Indenture,
subsequent to the initial issuance of Bonds and prior to payment
in full of the Bonds (or the provision for payment thereof having
been made in accordance with the provisions of the Indenture),
this Agreement may not be effectively amended, changed, modified,
altered or terminated nor any provision waived, without the
written consent of the Trustee which shall not be unreasonably
withheld.
SECTION 11.06. Governing Law. This Agreement shall be
governed exclusively by and construed in accordance with the
applicable internal laws of the State of Mississippi.
SECTION 11.07. Authorized Company Representatives. An
Authorized Company Representative shall act on behalf of the
Company whenever the approval of the Company is required or the
Company requests the Issuer to take some action, and the Issuer
and the Trustee shall be authorized to act on any such approval
or request and neither party hereto shall have any complaint
against the other or against the Trustee as a result of any such
action taken.
SECTION 11.08. Term of the Agreement. This Agreement shall
be in full force and effect from the date hereof until the right,
title and interest of the Trustee in and to the Trust Estate (as
defined in the Indenture) shall have ceased, determined and
become void in accordance with Article VII of the Indenture and
until all payments required under this Agreement shall have been
made.
SECTION 11.09. No Personal Liability. No covenant or
agreement contained in this Agreement shall be deemed to be the
covenant or agreement of any official, officer, agent, or
employee of the Issuer in his individual capacity, and no such
person shall be subject to any personal liability or
accountability by reason of the issuance thereof.
SECTION 11.10. Parties in Interest. This Agreement shall
inure to the benefit of and shall be binding upon the Issuer, the
Company and their respective successors and assigns, and no other
person, firm or corporation shall have any right, remedy or claim
under or by reason of this Agreement; provided, however, that any
obligation of the Issuer created by or arising out of this
Agreement shall be payable solely out of the revenues derived
from this Agreement or the sale of the Bonds or income earned on
invested funds as provided in the Indenture and shall not
constitute, and no breach of this Agreement by the Issuer shall
impose, a pecuniary liability upon the Issuer or a charge upon
the general credit or against taxing power of the Issuer, the
State, or any political subdivision thereof.
SECTION 11.11. Captions. The captions or headings in this
Agreement are for convenience only and in no way define, limit or
describe the scope or intent of any provisions or sections of
this Agreement.
IN WITNESS WHEREOF, the Issuer and the Company have caused
this Agreement to be executed in their respective corporate names
and their respective seals to be hereunto affixed and attested by
their duly authorized officers, all as of the date first written.
CLAIBORNE COUNTY, MISSISSIPPI
By:_________________________________
President, Board of Supervisors
Attest:
_________________________________
Clerk, Board of Supervisors
SYSTEM ENERGY RESOURCES, INC.
By: _______________________________
Attest:
______________________________
Exhibit A
DESCRIPTION OF FACILITIES
I.
The Facilities comprise the following:
Liquid Waste Systems
1. Portion of Reactor Water Cleanup System which collects
backwash liquid waste which would normally go to drains, and
which includes pumps, heat exchangers, filter demineralizers,
strainers and tanks necessary to provide continuous purifying
treatment of the reactor water.
2. Portion of the Liquid Radwaste System which includes
three primary subsystems (equipment drains, floor drains, and
chemical waste processing) which are designed to control,
collect, store, process, treat and dispose of low-level
radioactive liquid wastes.
3. Portion of Auxiliary Building allocable to liquid waste
systems.
4. Portion of Radwaste Building allocable to liquid waste
systems.
5. Chemical and waste storage basins, constructed of
reinforced concrete with a two-foot curb around all sides, and
surrounded by a chain link fence, used to collect and store,
before shipment and disposal off-site, containerized
non-radioactive liquid waste consisting of cleaning solvents,
laboratory chemical wastes, oils and similar liquid wastes.
6. Portion of circulating Water System, consisting of
facilities for control of thermal pollution of the Mississippi
River through the use of a closed-loop natural draft cooling
tower, a pumphouse, blowdown and make-up water facilities, sodium
hypochlorite and sulphuric acid removal systems, associated
plumbing and electrical equipment, and related facilities, to
provide cooling water to the condenser which in turn condenses
exhaust steam discharged from the turbine.
7. Radial Well System, comprised of facilities to provide
additional makeup water to the circulating water system,
including a large reinforced concrete caisson, installed
vertically, that extends into the alluvial sediments adjacent to
the Mississippi River. Cooling tower make-up water will be
derived from the Mississippi by means of induced filtration and
will enter the caissons through horizontal screened pipes
extending radially from the caisson into the alluvial sediments.
8. Site Runoff Waste Water Treatment System, consisting of
concrete canals, catch basins, culverts, manholes, piping, chutes
and chute spillways that collect waste water and convey it to
Sediment Basins A & B, and the earthen dams with concrete weirs
that form the perimeter of the Sediment Basins. These basins
remove suspended solids by a settling process and also provide
for storage and monitoring of the waste water.
9. Oily Waste System which will collect nonradioactive
oily wastes from stabilizing sumps in several buildings.
10. Chemical Waste System which will collect and neutralize
chemical wastes contained in nonradioactive water from the
make-up water treatment system and blow-down facilities.
11. Sediment Retention System, comprised of wastewater
discharge basin to receive low volume wastewater and original
temporary piping installed to remove wastewater contaminants
induced during construction.
Gaseous Waste Systems
1. Gaseous Radwaste Management System designed to control
air pollution, consisting of an Off-gas System, a Radwaste
Building Filter System, an Auxiliary Building Filter System and a
Containment Building Filter system. Includes exhaust filters,
fans, ducts, radiation monitors and related facilities to
collect, filter and discharge exhaust air.
2. Portion of the Off-Gas Building, the Radwaste Building
and the Auxiliary Building allocable to the Gaseous Radwaste
Management System.
3. Portion of the Turbine Building Ventilation System
consisting of heating, ventilation and cooling systems designed
to provide an environment with controlled temperature and
humidity. Included in the financeable cost is the exhaust
collection and exhaust ductwork, exhaust filters, fans and
radiation monitors.
4. Sky-shine Shielding System consisting of structures
designed to control air pollution by limiting offsite emissions
of direct radiation from the Plant.
Environmental Testing Facilities
Environmental Monitoring Facility, which gathers biological,
soil, air and water samples from points both close to and more
distant from the Plant, and subjects them to analyses, and
includes the Environmental Surveillance Facility, consisting of
office and laboratory space used for sample preparation and
analysis, sample storage, and hazardous waste processing, which
monitors, analyzes and evaluates performance of the air and water
pollution control facilities and solid waste disposal facilities,
as well as Salt Deposition Analysis facilities.
Solid Waste Systems
1. Portion of Radwaste Building allocable to solid waste
systems that collect, store, package, and prepare radioactive
solid waste and solidified liquid waste for offsite shipment and
permanent disposal.
2. Spent fuel storage and handling facilities consisting
of portion of cost of spent fuel transfer canal, spent fuel pool,
liners and high density fuel storage racks in the spent fuel
pool, additional spent fuel pool cooling and cleaning capacity,
spent fuel platform, shipping cask pool, spent fuel cask handling
area, cask washdown area, 150-ton crane, spent fuel cask loading
bay and equipment and railroad spur from Auxiliary Building to
main track, and related portion of Auxiliary Building allocable
to spent fuel storage and handling facilities.
Sewage Systems
Facilities for Energy Services Center designed to treat and
dispose of sewage which facilities consist of all sanitary waste
piping in Energy Services Center and sanitary waste pipe from
Center to Treatment Plant.
II.
The Facilities are situated upon the following land in
Claiborne County, Mississippi:
The Grand Gulf Nuclear Station located within the
geographical limits of the Issuer approximately six to
seven miles northwest of Port Xxxxxx in District 2,
Claiborne County, Mississippi, situated in Sections 1,
2, 3, 4, 5, 6 and 32, Township 12 North, Range 1 East
and Sections 7, 8, 11, 12 and 30, Township 12 North,
Range 2 East.
STATE OF MISSISSIPPI
COUNTY OF CLAIBORNE
Personally appeared before me, the undersigned authority in
and for the above county and state, within my jurisdiction, the
within named Xxxxxxx X. Xxxxxxx and Xxxxx Xxxxxx, duly identified
before me, who acknowledged that they are President and Clerk,
respectively, of the Board of Supervisors of Claiborne County,
Mississippi, and being authorized so to do for and on behalf of
and as the act and deed of Claiborne County, Mississippi, signed,
sealed and delivered the above and foregoing instrument as of the
day and year therein mentioned.
GIVEN under my hand and official seal on this the ____ day
of February, 1996.
_____________________________________
NOTARY PUBLIC
My Commission Expires:
_____________________
(Affix Official Seal)
STATE OF LOUISIANA
PARISH OF ORLEANS
Personally appeared before me, the undersigned authority in
and for the above parish and state,
______________________________ and _____________________________,
duly identified before me as the __________________ and
_________________, respectively, of System Energy Resources,
Inc., a corporation organized under the laws of the State of
Arkansas, who each acknowledged to me that they being authorized
so to do for and on behalf of and as the act and deed of System
Energy Resources, Inc. signed and delivered the above and
foregoing instrument as of the day and year therein mentioned.
GIVEN under my hand and official seal on this the ____ day
of February, 1996.
___________________________________
NOTARY PUBLIC
My Commission Expires:
_____________________
(Affix Official Seal)
