Exhibit A-3(a)
_________________________________________________________________
ENTERGY MISSISSIPPI, INC.
(formerly Mississippi Power & Light Company)
to
BANK OF MONTREAL TRUST COMPANY
and
XXXX X. XXXXXXXXXX,
(successor to Z. Xxxxxx Xxxxxxxxx)
As Trustees under
Entergy Mississippi, Inc.'s
Mortgage and Deed of Trust, dated as of February 1, 1988
________________________________
FOURTEENTH SUPPLEMENTAL INDENTURE
Providing among other things for
General and Refunding Mortgage Bonds,
Pollution Control Series A
________________
Dated as of May 1, 1999
_________________________________________________________________
TABLE OF CONTENTS
Page
Parties 1
Recitals 1
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.01. Terms From the Original Indenture 5
Section 1.02. Certain Defined Terms 5
Section 1.03. References Are to Fourteenth Supplemental
Indenture 6
Section 1.04. Number and Gender 6
ARTICLE II
THE TWENTIETH SERIES
Section 2.01. Bonds of the Twentieth Series 6
Section 2.02. Transfer and Exchange 8
Section 2.03. Dating of Bonds 8
ARTICLE III
COVENANTS
Section 3.01. Maintenance of Paying Agent 8
Section 3.02. Further Assurances 8
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 4.01. Acceptance of Trusts 9
Section 4.02. Effect of Fourteenth Supplemental
Indenture under Louisiana Law 9
Section 4.04. Titles 9
Section 4.05. Counterparts 9
Section 4.06. Governing Law 9
Signatures S-1
Acknowledgments S-3
Exhibit A - Form of Bond of Twentieth Series A-1
FOURTEENTH SUPPLEMENTAL INDENTURE
_________________________
FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of May 1,
1999, between ENTERGY MISSISSIPPI, INC. (formerly Mississippi
Power & Light Company), a corporation of the State of
Mississippi, whose post office address is X.X. Xxx 0000, Xxxxxxx,
Xxxxxxxxxxx 00000-0000 (tel. 000-000-0000) (the "Company") and
BANK OF MONTREAL TRUST COMPANY, a corporation of the State of New
York, whose principal office is located at 00 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 (tel. 000-000-0000) (hereinafter sometimes
called the "Trustee") and XXXX X. XXXXXXXXXX (successor to Z.
Xxxxxx Xxxxxxxxx), whose post office address is 00 Xxxxxxx
Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (tel. 000-000-0000)
(hereinafter sometimes called the "Co-Trustee"), as trustees
under the Mortgage and Deed of Trust, dated as of February 1,
1988, executed and delivered by the Company (herein called the
"Original Indenture"; the Original Indenture together with any
and all indentures and instruments supplemental thereto being
herein called the "Indenture");
WHEREAS, the Original Indenture has been duly recorded or
filed as required in the States of Mississippi, Arkansas and
Wyoming; and
WHEREAS, the Company has executed and delivered to the
Trustees (such term and all other defined terms used herein and
not defined herein having the respective definitions to which
reference is made in Article I below) its First Supplemental
Indenture, dated as of February 1, 1988, its Second Supplemental
Indenture, dated as of July 1, 1988, its Third Supplemental
Indenture, dated as of May 1, 1989, its Fourth Supplemental
Indenture, dated as of May 1, 1990, its Fifth Supplemental
Indenture, dated as of November 1, 1992, its Sixth Supplemental
Indenture, dated as of January 1, 1993, its Seventh Supplemental
Indenture, dated as of July 15, 1993, its Eighth Supplemental
Indenture, dated as of November 1, 1993, its Ninth Supplemental
Indenture, dated as of July 1, 1994, its Tenth Supplemental
Indenture, dated as of April 1, 1995, its Eleventh Supplemental
Indenture, dated as of June 1, 1997, its Twelfth Supplemental
Indenture, dated as of April 1, 1998, and its Thirteenth
Supplemental Indenture, dated as of May 1, 1999, each as a
supplement to the Original Indenture, which Supplemental
Indentures have been duly recorded or filed as required in the
States of Mississippi, Arkansas and Wyoming; and
WHEREAS, in addition to property described in the Original
Indenture, as heretofore supplemented, the Company has acquired
certain other property rights and interests in property; and
WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Indenture, the following series of
bonds:
Series Principal Principal
Amount Issued Amount
Outstanding
14.65% Series due February 1, 1993 $ 55,000,000 None
14.95% Series due February 1, 1995 20,000,000 None
8.40% Collateral Series due December 1, 1992 12,600,000 None
11.11% Series due July 15, 1994 18,000,000 None
11.14% Series due July 15, 1995 10,000,000 None
11.18% Series due July 15, 1996 26,000,000 None
11.20% Series due July 15, 1997 46,000,000 None
9.90% Series due April 1, 1994 30,000,000 None
5.95% Series due October 15, 1995 15,000,000 None
6.95% Series due July 15, 1997 50,000,000 None
8.65% Series due January 15, 2023 125,000,000 $125,000,000
7.70% Series due July 15, 2023 60,000,000 60,000,000
6 5/8% Series due November 1, 2003 65,000,000 65,000,000
8.25% Series due July 1, 2004 25,000,000 25,000,000
8.80% Series due April 1, 2005 80,000,000 None
6 7/8% Series due June 1, 2002 65,000,000 65,000,000
6.45% Series due April 1, 2008 80,000,000 80,000,000
6.20% Series due May 1, 2004 75,000,000 75,000,000
Floating Rate Series due May 3, 2004 50,000,000 50,000,000
; and
WHEREAS, Section 19.04 of the Original Indenture provides,
among other things, that any power, privilege or right expressly
or implicitly reserved to or in any way conferred upon the
Company by any provision of the Indenture, whether such power,
privilege or right is in any way restricted or is unrestricted,
may be in whole or in part waived or surrendered or subjected to
any restriction if at the time unrestricted or to additional
restriction if already restricted, and the Company may enter into
any further covenants, limitations, restrictions or provisions
for the benefit of any one or more series of bonds issued
thereunder, or the Company may establish the terms and provisions
of any series of bonds by an instrument in writing executed and
acknowledged by the Company in such manner as would be necessary
to entitle a conveyance of real estate to be recorded in all of
the states in which any property at the time subject to the Lien
of the Indenture shall be situated; and
WHEREAS, the Company desires to create a new series of
bonds under the Indenture and to add to its covenants and
agreements contained in the Indenture certain other covenants and
agreements to be observed by it; and
WHEREAS, all things necessary to make this Fourteenth
Supplemental Indenture a valid, binding and legal instrument have
been performed, and the issue of said series of bonds, subject to
the terms of the Indenture, has been in all respects duly
authorized;
NOW, THEREFORE, THIS FOURTEENTH SUPPLEMENTAL INDENTURE
WITNESSETH: That the Company, in consideration of the premises
and of Ten Dollars ($10) to it duly paid by the Trustees at or
before the unsealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in order to further secure
the payment of both the principal of and interest on the bonds
from time to time issued under the Indenture, according to their
tenor and effect and the performance of all provisions of the
Indenture and of said bonds, hereby grants, bargains, sells,
releases, conveys, assigns, transfers, mortgages, hypothecates,
affects, pledges, sets over and confirms a security interest in
(subject, however, to Excepted Encumbrances as defined in Section
1.06 of the Original Indenture), unto XXXX X. XXXXXXXXXX and (to
the extent of its legal capacity to hold the same for the
purposes hereof) to BANK OF MONTREAL TRUST COMPANY, as Trustees,
and to their successor or successors in said trust, and to said
Trustees and their successors and assigns forever, all properties
of the Company real, personal and mixed, of any kind or nature
(except as in the Indenture expressly excepted), now owned
(including, but not limited to, that located in the following
counties in the State of Mississippi: Xxxxx, Amite, Attala,
Bolivar, Calhoun, Carroll, Choctaw, Claiborne, Coahoma, Copiah,
Covington, DeSoto, Franklin, Grenada, Xxxxx, Holmes, Humphreys,
Issaquena, Xxxxxxxxx, Xxxxxxxxx Davis, Lawrence, Leake, Leflore,
Lincoln, Madison, Montgomery, Panola, Pike, Quitman, Rankin,
Scott, Sharkey, Simpson, Smith, Sunflower, Tallahatchie, Xxxx,
Tunica, Xxxxxxxx, Xxxxxx, Washington, Webster, Wilkinson,
Yalobusha and Yazoo; and in Independence County, Arkansas, and
Xxxxxxxx County, Wyoming) or, subject to the provisions of
Section 15.03 of the Original Indenture, hereafter acquired by
the Company (by purchase, consolidation, merger, donation,
construction, erection or in any other way) and wheresoever
situated, including (without in anyway limiting or impairing by
the enumeration of the same, the scope and intent of the
foregoing or of any general description contained in the
Indenture) all real estate, lands, easements, servitudes,
licenses, permits, franchises, privileges, rights of way and
other rights in or relating to real estate or the occupancy of
the same; all power sites, flowage rights, water rights, water
locations, water appropriations, ditches, flumes, reservoirs,
reservoir sites, canals, raceways, waterways, dams, dam sites,
aqueducts, and all other rights or means for appropriating,
conveying, storing and supplying water; all rights of way and
roads; all plants for the generation of electricity by steam,
water and/or other power; all power houses, street lighting
systems, standards and other equipment incidental thereto; all
telephone, radio and television systems, air conditioning systems
and equipment incidental thereto, water wheels, water works,
water systems, steam heat and hot water plants, substations,
electric, gas and water lines, service and supply systems,
bridges, culverts, tracks, ice or refrigeration plants and
equipment, offices, buildings and other structures and the
equipment thereof; all machinery, engines, boilers, dynamos,
turbines, electric, gas and other machines, prime movers,
regulators, meters, transformers, generators (including, but not
limited to, engine driven generators and turbogenerator units),
motors, electrical, gas and mechanical appliances, conduits,
cables, water, steam heat, gas or other pipes, gas mains and
pipes, service pipes, fittings, valves and connections, pole and
transmission lines, towers, overhead conductors and devices,
underground conduits, underground conductors and devices, wires,
cables, tools, implements, apparatus, storage battery equipment,
and all other fixtures and personalty; all municipal and other
franchises, consents or permits; all lines for the transmission
and distribution of electric current, steam heat or water for any
purpose including towers, poles, wires, cables, pipes, conduits,
ducts and all apparatus for use in connection therewith and
(except as in the Indenture expressly excepted) all the right,
title and interest of the Company in and to all other property of
any kind or nature appertaining to and/or used and/or occupied
and/or enjoyed in connection with any property in the Indenture
described.
TOGETHER WITH all and singular the tenements,
hereditaments, prescriptions, servitudes and appurtenances
belonging or in anyway appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder
and remainders and (subject to the provisions of Section 11.01 of
the Original Indenture) the tolls, rents, revenues, issues,
earnings, income, product and profits thereof, and all the
estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter
acquire in and to the aforesaid property, rights and franchises
and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the
provisions of Section 15.03 of the Original Indenture, all the
property, rights and franchises acquired by the Company (by
purchase, consolidation, merger, donation, construction, erection
or in any other way) after the date hereof, except any in the
Indenture expressly excepted, shall be and are as fully granted
and conveyed by the Indenture and as fully embraced within the
Lien of the Indenture as if such property, rights and franchises
were now owned by the Company and were specifically described by
the Indenture and granted and conveyed by the Indenture.
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, nor is a
security interest therein hereby granted or intended to be
granted, and the same are hereby expressly excepted from the Lien
and operation of the Indenture, viz: (1) cash, shares of stock,
bonds, notes and other obligations and other securities not in
the Indenture specifically pledged, paid, deposited, delivered or
held under the Indenture or covenanted so to be; (2) merchandise,
equipment, apparatus, materials or supplies held for the purpose
of sale or other disposition in the usual course of business or
for the purpose of repairing or replacing (in whole or part) any
rolling stock, buses, motor coaches, automobiles or other
vehicles or aircraft or boats, ships, or other vessels and any
fuel, oil and similar materials and supplies consumable in the
operation of any of the properties of the Company; rolling stock,
buses, motor coaches, automobiles and other vehicles and all
aircraft; boats, ships and other vessels; all timber, minerals,
mineral rights and royalties; (3) bills, notes and other
instruments and accounts receivable, judgments, demands and
chooses in action, and all contracts, leases and operating
agreements not specifically pledged under the Indenture 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
Indenture; (5) electric energy, gas, water, steam, 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; (6) any natural gas xxxxx or
natural gas leases or natural gas transportation lines or other
works or property used primarily and principally in the
production of natural gas or its transportation, primarily for
the purpose of sale to natural gas customers or to a natural gas
distribution or pipeline company, up to the point of connection
with any distribution system, and any natural gas distribution
system; and (7) the Company's franchise to be a corporation;
provided, however, that the property and rights expressly
excepted from the Lien and operation of the Indenture 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
either or both of the Trustees or a receiver or trustee shall
enter upon and take possession of the Mortgaged and Pledged
Property in the manner provided in Article XII of the Original
Indenture by reason of the occurrence of a Default.
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 or in which a security interest
has been granted by the Company as aforesaid, or intended so to
be (subject, however, to Excepted Encumbrances as defined in
Section 1.06 of the Original Indenture), unto XXXX X. XXXXXXXXXX
and (to the extent of its legal capacity to hold the same for the
purposes hereof) unto BANK OF MONTREAL TRUST COMPANY, and their
successors and assigns forever.
IN TRUST NEVERTHELESS, upon the terms and trusts in the
Indenture set forth, for the equal pro rata benefit and security
of all and each of the bonds and coupons issued and to be issued
under the Indenture, or any of them, in accordance with the terms
of the Indenture, without preference, priority or distinction as
to the Lien of any of said bonds and coupons over any others
thereof by reason of priority in the time of the issue or
negotiation thereof, or otherwise howsoever, subject to the
provisions in the Indenture set forth in reference to extended,
transferred or pledged coupons and claims for interest; it being
intended that, subject as aforesaid, the Lien and security of all
of said bonds and coupons of all series issued or to be issued
under the Indenture shall take effect from the date of the
initial issuance of bonds under the Indenture, and that the Lien
and security of the Indenture shall take effect from said date as
though all of the said bonds of all series were actually
authenticated and delivered and issued upon such date.
PROVIDED, HOWEVER, these presents are upon the condition
that if the Company, its successors or assigns, shall pay or
cause to be paid, the principal of and interest on said bonds, or
shall provide, as permitted hereby, for the payment thereof by
depositing with the Trustee the entire amount due or to become
due thereon for principal and interest, and if the Company shall
also pay or cause to be paid all other sums payable hereunder by
it, then the Indenture and the estate and rights granted under
the Indenture shall cease, determine and be void, otherwise to be
and remain in full force and effect.
AND IT IS HEREBY COVENANTED, DECLARED AND AGREED by the
Company that all the terms, conditions, provisos, covenants and
provisions contained in the Indenture shall affect and apply to
the property hereinbefore described and conveyed and to the
estate, rights, obligations and duties of the Company and the
Trustees and their successor or successors as Trustees in such
trust in the same manner and with the same effect as if the said
property had been owned by the Company at the time of the
execution of the Original Indenture and had been specifically and
at length described in and conveyed to said Trustees by the
Original Indenture as a part of the property therein stated to be
conveyed.
The Company further covenants and agrees to and with the
Trustees and their successor or successors in such trust as
follows:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.01. Terms From the Original Indenture. All
defined terms used in this Fourteenth Supplemental Indenture and
not otherwise defined herein shall have the respective meanings
ascribed to them in the Original Indenture.
Section 1.02. Certain Defined Terms. As used in this
Fourteenth Supplemental Indenture, the following defined terms
shall have the respective meanings specified unless the context
clearly requires otherwise:
The term "County" shall have the meaning specified in
Section 2.01.
The term "Independence Indenture" shall have the meaning
specified in Section 2.01.
The term "Independence Trustee" shall have the meaning
specified in Section 2.01.
The term "1999 Independence Bonds" shall have the meaning
specified in Section 2.01.
The term "Original Indenture" shall have the meaning
specified in the first paragraph hereof.
The term "Person" shall mean any individual, corporation,
partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision
thereof.
The term "Refunding Agreement" shall have the meaning
specified in Section 2.01.
The term "Twentieth Series" shall have the meaning
specified in Section 2.01.
Section 1.03. References Are to Fourteenth Supplemental
Indenture. Unless the context otherwise requires, all references
herein to "Articles", "Sections" and other subdivisions refer to
the corresponding Articles, Sections and other subdivisions of
this Fourteenth Supplemental Indenture, and the words "herein",
"hereof", "hereby", "hereunder" and words of similar import refer
to this Fourteenth Supplemental Indenture as a whole and not to
any particular Article, Section or other subdivision hereof or to
the Original Indenture or any other supplemental indenture
thereto.
Section 1.04. Number and Gender. Unless the context
otherwise requires, defined terms in the singular include the
plural, and in the plural include the singular. The use of a word
of any gender shall include all genders.
ARTICLE II
THE TWENTIETH SERIES
Section 2.01. Bonds of the Twentieth Series. There shall
be a series of bonds designated as the Pollution Control Series A
(herein sometimes referred to as the "Twentieth Series"), which
shall also bear the descriptive title "General and Refunding
Mortgage Bonds" unless subsequent to the issuance of such bonds a
different descriptive title is permitted by Section 2.01 of the
Original Indenture. The form of bonds of the Twentieth Series
shall be substantially in the form of Exhibit A hereto. Bonds of
the Twentieth Series shall mature on July 1, 2022 and shall be
issued only as fully registered bonds in denominations of One
Thousand Dollars and in such other denominations as the officers
of the Company shall determine to issue (such determination to be
evidenced by the execution and delivery thereof); the principal
of and interest, if any, on any overdue principal 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, 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. Overdue
principal with respect of the bonds of the Twentieth Series shall
bear interest (before and after judgment) at the rate of one per
centum (1%) per annum.
The Company reserves the right to establish at any time,
by Resolution of the Board of Directors of the Company, a form of
coupon bond, and of appurtenant coupons, for the Twentieth Series
and to provide for exchangeability of such coupon bonds with the
bonds of said Series issued hereunder in fully registered form
and to make all appropriate provisions for such purpose.
(I) The Bonds of the Twentieth Series shall be
initially issued in the aggregate principal amount of $32,850,000
and delivered to, and registered in the name of Chase Bank of
Texas, National Association, (hereinafter the "Independence
Trustee"), the trustee under the Trust Indenture, dated as of May
1, 1999 (hereinafter called the "Independence Indenture"), of
Independence County, Arkansas (hereinafter called the "County")
relating to its Pollution Control Revenue Refunding Bonds
(Entergy Mississippi, Inc. Project) Series 1999 (hereinafter
called the "1999 Independence Bonds"), in order to evidence in
part, prior to the Release Date, as defined in the Refunding
Agreement, the Company's obligation to make certain payments
under the Refunding Agreement dated as of May 1, 1999 between the
County and the Company (the "Refunding Agreement").
The obligation of the Company to make any payment of
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 in respect of the principal of or premium, if
any, or interest on the Independence Bonds. The Trustees 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 Independence Trustee, signed by its President, a Vice
President or a Trust Officer, stating that the corresponding
payment of principal of or interest on the 1999 Independence
Bonds has become due and payable and has not been fully paid and
specifying the amount of funds required to make such payment.
(II) In the event that any 1999 Independence Bonds
outstanding under the Independence Indenture shall 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 the
Independence Indenture, all bonds of the Twentieth Series, then
Outstanding, shall be redeemed by the Company, on the date such
1999 Independence Bonds shall have become immediately due and
payable, at the principal amount thereof.
In the event that any 1999 Independence Bonds are to be
redeemed pursuant to Section 8.1 (c) of the Independence
Indenture, bonds of the Twentieth Series, in a principal amount
equal to 109.5% of the aggregate principal amount of such 1999
Independence Bonds shall be redeemed by the Company, on the date
fixed for redemption of such 1999 Independence Bonds, at such
principal amount.
The Trustees may conclusively presume that no
redemption of bonds of the Twentieth Series is required pursuant
to this subsection (II) unless and until it shall have received a
written notice (which may be a facsimile followed by a hard copy)
from the Independence Trustee signed by its President, a Vice
President or a Trust Officer, stating that the 1999 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 the 1999 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. Said notice shall also contain a
waiver of notice of such redemption by the Independence Trustee,
as the holder of all the bonds of the Twentieth Series then
Outstanding.
(III) The Company hereby waives its right to have any
notice of redemption pursuant to subsection (II) of this Section
2.01 state that such notice is subject to the receipt of the
redemption moneys by the Trustee before the date fixed for
redemption. Notwithstanding the provisions of Section 10.02 of
the Original Indenture, any such notice under such subsections
shall not be conditional.
Section 2.02. Transfer and Exchange.
(a) At the option of the registered owner, any bonds
of the Twentieth Series, upon surrender thereof for cancellation
at the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York, shall be exchangeable
for a like principal amount of bonds of the same series of other
authorized denominations.
(b) Bonds of the Twentieth Series shall not be
transferable except to any successor trustee under the
Independence Indenture, any such transfer to be made (subject to
the provisions of Section 2.05 of the Original Indenture) at the
office or agency of the Company in the Borough of Manhattan, The
City of New York.
(c) Upon any such exchange or transfer of bonds of the
Twentieth 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 2.05 of the Original
Indenture, but the Company hereby waives any right to make a
charge in addition thereto for any such exchange or transfer of
bonds of the Twentieth Series.
(d) The bonds of the Twentieth Series may bear such
legends as may be necessary to comply with any law or with any
rules or regulations made pursuant thereto or with the rules or
regulations of any stock exchange or to conform to usage with
respect thereto.
Section 2.03. Dating of Bonds. Each bond of the
Twentieth Series shall be dated as of the date of authentication.
ARTICLE III
COVENANTS
Section 3.01. Maintenance of Paying Agent. So long as
any bonds of the Twentieth Series are outstanding, the Company
covenants that the office or agency of the Company in the Borough
of Manhattan, The City of New York, New York where the principal
of and premium, if any, or interest on any overdue principal on
any bonds of such series shall be payable shall also be an office
or agency where any such bonds may be transferred or exchanged
and where notices, presentations or demands to or upon the
Company in respect of such bonds or in respect of the Indenture
may be given or made.
Section 3.02. Further Assurances. From time to time
whenever reasonably requested by the Trustee or the holders of
not less than a majority in aggregate principal amount of the
bonds of the Twentieth Series then outstanding, the Company will
make, execute and deliver or cause to be made, executed and
delivered any and all such further and other instruments and
assurances as may be reasonably necessary or proper to carry out
the intention of or to facilitate the performance of the terms of
the Indenture or to secure the rights and remedies of the holders
of such bonds.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Acceptance of Trusts. The Trustees hereby
accept the trusts herein declared, provided, created or
supplemented and agree to perform the same upon the terms and
conditions herein and in the Original Indenture, as heretofore
supplemented, set forth and upon the following terms and
conditions:
The Trustees shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of
this Fourteenth Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made
solely by the Company. In general, each and every term and
condition contained in Article XVI of the Original Indenture
shall apply to and form part of this Fourteenth 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 Fourteenth Supplemental
Indenture.
Section 4.02. Effect of Fourteenth Supplemental Indenture
under Louisiana Law. 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 Fourteenth
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 Fourteenth
Supplemental Indenture shall be considered as an act of mortgage
and pledge under the laws of the State of Louisiana, and the
Trustees herein named are named as mortgagee and pledgee in trust
for the benefit of themselves and of all present and future
holders of the bonds of the Twentieth Series and any coupons
thereto issued hereunder, and are irrevocably appointed special
agents and representatives of the holders of the bonds and
coupons issued hereunder 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 4.03. Titles. The titles of the several Articles
and Sections of this Fourteenth Supplemental Indenture and the
table of contents shall not be deemed to be any part hereof.
Section 4.04. Counterparts. This Fourteenth Supplemental
Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one
and the same instrument.
Section 4.05. Governing Law. The internal laws of the
State of New York shall govern this Fourteenth Supplemental
Indenture and the bonds of the Twentieth Series, except to the
extent that the validity or perfection of the Lien of the
Indenture, or remedies thereunder, are governed by the laws of a
jurisdiction other than the State of New York.
IN WITNESS WHEREOF, ENTERGY MISSISSIPPI, INC. has caused
its corporate name to be hereunto affixed, and this instrument to
be signed and sealed by its Chairman of the Board, Chief
Executive Officer, President or one of its Vice Presidents, and
its corporate seal to be attested by its Secretary or one of its
Assistant Secretaries for and in its behalf, and BANK OF MONTREAL
TRUST COMPANY has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by one of
its Vice Presidents or Assistant Vice Presidents and its
corporate seal to be attested by one of its Assistant Vice
Presidents or Assistant Secretaries, and XXXX X. XXXXXXXXXX has
hereunto set his hand and affixed his seal, all as of the day and
year first above written.
ENTERGY MISSISSIPPI, INC.
By:
Xxxxxx X. XxXxxx
Vice President and Treasurer
Attest:
_____________________________
Xxxxxxxxxxx X. Screen
Assistant Secretary
BANK OF MONTREAL TRUST COMPANY
as Trustee
By:
Xxxxx Xxxxx
Vice President
Attest:
______________________________
Name:
Title:
By: [L.S.]
Xxxx X. XxXxxxxxxx
as Co-Trustee
STATE OF LOUISIANA ) ss.:
PARISH OF ORLEANS )
Personally appeared before me, the undersigned authority
in and for the aforesaid Parish and State, the within named
Xxxxxx X. XxXxxx, Vice President and Treasurer and Xxxxxxxxxxx X.
Screen, Assistant Secretary of ENTERGY MISSISSIPPI, INC., who
acknowledged that they signed, attached the corporate seal of the
corporation thereto and delivered the foregoing instrument on the
day and year therein stated, by the authority and as the act and
deed of the corporation.
On the 21st day of May, before me personally came XXXXXX
X. XXXXXX, to be known to me, who, being by me duly sworn, did
depose and say that he resides at 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxx 00000; that he is the Vice President and
Treasurer of ENTERGY MISSISSIPPI, INC., the corporation described
in and which executed the above instrument; that he knows the
seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation, and that he
signed his name thereto by like order.
Given under my hand and seal this 21st day of May 1999.
________________________________________
Xxxxxx X. Xxxxxxx
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life
STATE OF NEW YORK ) ss.:
COUNTY OF NEW YORK )
Personally appeared before me, the undersigned authority
in and for the aforesaid County and State, the within named Xxxxx
Xxxxx as Vice President, and _________________, as
_____________________ of BANK OF MONTREAL TRUST COMPANY, who
acknowledged that they signed, attached the corporate seal of the
corporation thereto and delivered the foregoing instrument on the
day and year therein stated, by the authority and as the act and
deed of the corporation.
On the 24th day of May 1999, before me personally came
XXXXX XXXXX to me known, who, being by me duly sworn, did depose
and say that he resides at 00-00 000xx Xxxxxx, Xxxxxxxx Xxxx, Xxx
Xxxx 00000; that he is a Vice President of BANK OF MONTREAL TRUST
COMPANY, the corporation described in and which executed the
above instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.
Given under my hand and seal this 24th day of May 1999.
__________________________________
Xxxxxxx Xxxxxxx
Notary Public, State of New York
No. 01RE6010831
Qualified in New York County
Commission Expires July 27, 0000
XXXXX XX XXX XXXX ) ss.:
COUNTY OF NEW YORK )
Personally appeared before me, the undersigned authority
in and for the aforesaid County and State, the within named XXXX
X. XXXXXXXXXX, who acknowledged that he signed, sealed and
delivered the foregoing instrument on the day and year therein
mentioned.
On the 24th day of May, 1999, before me personally came
XXXX X. XXXXXXXXXX, to me known to be the person described in and
who acknowledged the foregoing instrument, and acknowledged that
he executed the same.
Given under my hand and seal this 24th day of May 1999.
__________________________________
Xxxxxxx Xxxxxxx
Notary Public, State of New York
No. 01RE6010831
Qualified in New York County
Commission Expires July 27, 2000
EXHIBIT A
[FORM OF BOND OF TWENTIETH SERIES]
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 $_______ 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:
ENTERGY MISSISSIPPI, INC.
By:
Xxxxxx X. XxXxxx
Title: Vice President and Treasurer
Attest:
__________________________
Title:
[FORM OF TRUSTEE'S
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:
Authorized Signature
