Exhibit A-22
(FORM OF FACE OF THE ENVIRONMENTAL SERIES [ ] BOND)
THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE
UNDER THE TRUST INDENTURE, DATED AS OF _____________ 1, 199__
BETWEEN THE PARISH OF XXXX XXXXXXXXX, STATE OF LOUISIANA, AND
_____________________________________, AS TRUSTEE.
GULF STATES UTILITIES COMPANY
FIRST MORTGAGE BOND, ENVIRONMENTAL SERIES [ ]
DUE ___________________
GULF STATES UTILITIES COMPANY, a Texas corporation
(hereinafter sometimes called the "Company"), for value received,
hereby promises to pay to __________________, as Trustee under
the Trust Indenture, dated as of ____________ 1, 199 between
the Parish of Xxxx Xxxxxxxxx, State of Louisiana, and
__________________, as Trustee, or registered assigns,
___________________ Dollars on ___________________, without
interest thereon.
The principal of and interest on this bond will be paid in
any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and
private debts, at the corporate trust office in the Borough of
Manhattan, City and State of New York, of the Trustee under the
Indenture.
This bond is one of the bonds, of the above designated
series (hereinafter referred to as the "Environmental Series [
] Bonds"), of an authorized issue of bonds of the Company, known
as First Mortgage Bonds, issued or issuable in one or more series
under and equally secured (except in so far as any sinking and/or
improvement fund, maintenance and replacement fund or other fund
established in accordance with the provisions of the Indenture
hereinafter mentioned may afford additional security for the
bonds of any specific series) by an Indenture of Mortgage dated
September 1, 1926, as supplemented and modified by indentures
supplemental thereto, to and including a [ ]
Supplemental Indenture dated as of _________ 1, 199__, to
Chemical Bank, as Trustee (hereinafter referred to as the
"Trustee"), to which Indenture of Mortgage, as so supplemented
and modified, and all indentures supplemental thereto (herein
sometimes called the Indenture) reference is hereby made for a
description of the property mortgaged and pledged as security for
said bonds, the nature and extent of the security, and the
rights, duties and immunities thereunder of the Trustee, the
rights of the holder of said bonds and of the Trustee and of the
Company in respect of such security, and the terms upon which
said bonds may be issued thereunder.
The Environmental Series [ ] Bonds have been issued
by the Company to secure the payment when due (whether at
maturity, by acceleration, upon redemption, or otherwise) of the
principal of and interest on the Parish of Xxxx Xxxxxxxxx, State
of Louisiana, Pollution Control Revenue Refunding Bonds (Gulf
States Utilities Company Project) Series 1994 (hereinafter called
the ''Parish Series 1994 Bonds"). Notwithstanding any provision
herein to the contrary, the obligation of the Company to make
payments with respect to the principal of Environmental Series [
] Bonds and to deposit cash to redeem bonds of such series shall
be fully or partially, as the case may be, satisfied and
discharged to the extent that, at the time that any such payments
or deposits shall be due, the then due principal of and interest
on the Parish Series [ ] Bonds shall have been fully or partially
paid or there shall be in the Bond Fund established pursuant to the
Trust Indenture, dated as of _____________ 1, 199__ (herein referred
to as the "Trust Indenture"), between the Parish of Xxxx Xxxxxxxxx,
State of Louisiana, and _____________________, as Trustee (the
"Parish Trustee"), sufficient available funds to fully or
partially pay the then due principal of and interest on the
Parish Series [ ] Bonds. The Trustee may conclusively
presume that the obligation of the Company to make payments with
respect to the principal of the Environmental Series [ ]
Bonds have been fully satisfied and discharged unless and until
the Trustee shall have received a written notice from the Parish
Trustee, signed by its President, a Vice President or a Trust
Officer, stating (i) that timely payment of the principal of and
interest on the Parish Series [ ] Bonds (whether upon
acceleration of maturity or otherwise) has not been made, (ii)
that there are not sufficient available funds in the Bond Fund
under the Trust Indenture to make such payment, and (iii) the
amount of additional funds that are required to make such
payment or redemption.
The Environmental Series [ ] Bonds are subject to
redemption prior to maturity upon the optional or mandatory
redemption, in whole or in part, of the Parish Series [ ]
Bonds issued under the Trust Indenture, or upon the acceleration
of maturity of all or any part of the Parish Series [ ] Bonds as
provided in the Trust Indenture. To cause the redemption of the
Environmental Series [ ] Bonds, the Parish Trustee shall
deliver to the Trustee (and mail a copy thereof to the Company) a
written demand (hereinafter referred to as the "Redemption
Demand") for the redemption of the Environmental Series [
] Bonds equal, as nearly as practicable, in principal amount to
the sum of (i) the principal amount of Parish Series [ ] Bonds
and (ii) ______-twelfths (__/12) of the annual interest due on
such Parish Series [ ] Bonds to be redeemed or paid upon such
accelerated maturity to be redeemed by the Company, on the date
fixed for redemption of Parish Series [ ] Bonds, at the principal
amount thereof. The Redemption Demand shall be signed by the
President, a Vice President or a Trust Officer of the Parish
Trustee stating that, as the case may be, the Parish Series [
] Bonds have become immediately due and payable pursuant to
Section 10.2 of the Trust Indenture, upon the occurrence of an
Event of Default under Section 10.1(a) or (b) of the Trust
Indenture, or Parish Series [ ] Bonds are to be redeemed pursuant
to Section 4.1(b) of the Trust Indenture and specifying the date
fixed for the redemption and the principal amount thereof. The
Redemption Demand shall also contain a waiver of notice of such
redemption by the Parish Trustee, as holder of all the
Environmental Series [ ] Bonds then outstanding. The
Trustee may conclusively presume the statements contained in the
Redemption Demand to be correct. Redemption of the Environmental
Series [ ] Bonds shall be in principal amount equal, as
nearly as practicable, to the sum of (i) the principal amount of
the Parish Series l994 Bonds and (ii) ________-twelfths (__/12)
of the annual interest due on such Parish Series
[ ] Bonds to be redeemed or paid upon accelerated maturity,
and such amounts shall become and be due and payable on the
redemption date or the date of accelerated maturity. The Company
hereby covenants that, if a Redemption Demand shall be delivered
to the Trustee, the Company, subject to the provisions of the
preceding paragraph regarding the satisfaction and discharge of
this obligation, will deposit with the Trustee, on or before the
redemption date of the Environmental Series [ ] Bonds so
called for redemption, an amount in cash sufficient to redeem
such Bonds so called for redemption, plus any premium and accrued
interest thereon.
If this bond or any portion thereof (One Thousand Dollars or
an integral multiple thereof) is duly called for redemption and
payment duly provided for or otherwise duly satisfied and
discharged as specified in the Indenture (including but not
limited to Section 1.01 of the [ ] Supplemental
Indenture), this bond or such portion thereof shall cease to be
entitled to the lien of the Indenture from and after the date
payment is so provided for or otherwise duly satisfied and
discharged and shall cease to bear interest from and after the
redemption date.
In the event of the selection for redemption of a portion
only of the principal of this bond, payment of the redemption
price will be made only (a) upon presentation of this bond for
notation hereon of such payment of the portion of the principal
of this bond so called for redemption, or (b) upon surrender of
this bond in exchange for a bond or bonds of authorized
denominations of the same series, for the unredeemed balance of
the principal amount of this bond.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than
seventy-five per cent in principal amount of the bonds (exclusive
of bonds disqualified by reason of the Company's interest therein
) at the time outstanding, including, if more than one series of
bonds shall be at the time outstanding, not less than sixty per
cent in principal amount of each series affected, to effect, by
an indenture supplemental to the Indenture, modifications or
alterations of the Indenture and of the rights and obligations of
the Company and of the holders of the bonds; provided, however,
that no such modification or alteration shall be made without the
written approval or consent of the registered owner hereof which
will (a) extend the maturity of this bond or reduce the amount of
the principal hereof, or (b) permit the creation of any lien, not
otherwise permitted, prior to or on a parity with the lien of the
Indenture, or (c) reduce the percentage of the principal amount
of the bonds upon the approval or consent of the holders of which
modifications or alterations may be made as aforesaid.
By acceptance of this bond the Parish Trustee agrees, for
itself and the holders from time to time of the Parish Series [
] Bonds, to deliver this bond to the Company for cancellation
when required under the provisions of Section _______ of the [
] Supplemental Indenture.
The Parish Trustee, as original holder of all the bonds of
this series, consented to the execution and delivery by the
Company and Chemical Bank, Trustee, of a supplemental indenture
to modify the Indenture (i) to eliminate the requirement for a
maintenance and replacement fund and all references and
requirements relating thereto and (ii) to eliminate all
requirements with respect to and all references to a minimum
provision for depreciation. Such consent is binding upon all
subsequent holders of all bonds of this series. By virtue of the
[ ] receipt of the Parish Series [ ]
Bonds, each holder thereof shall be deemed to have consented to
the action of the Parish Trustee in consenting to and approving
the modifications and amendments of the Indenture as described
herein. Such modifications shall become effective if and when
requisite consents have been obtained from holders of bonds of
other series and a supplemental indenture effecting such
modifications has been duly authorized and executed or on June 2,
2010, whichever occurs first.
Subject to the restriction noted on this bond, this bond is
transferable by the registered owner hereof in person or by his
duly authorized attorney at the corporate trust office of the
Trustee in the Borough of Manhattan, City and State of New York,
upon surrender of this bond for cancellation and upon payment, if
the Company shall so require, of the charges provided for in the
Indenture, and thereupon a new registered bond of the same series
of like principal amount will be issued to the transferee in
exchange therefor.
The registered owner of this bond, at the option of such
registered owner, may surrender the same for cancellation at said
office and receive in exchange therefor the same aggregate
principal amount of bonds of the same series but of other
authorized denominations, upon payment, if the Company shall so
require, of the charges provided for in the Indenture and subject
to the terms and conditions therein set forth.
If a default as defined in the Indenture shall occur, the
principal of this bond may become or be declared due and payable
before maturity in the manner and with the effect provided in the
Indenture. The holders of certain specified percentages of the
bonds at the time outstanding, including in certain cases
specified percentages of bonds of particular series, may in the
cases, to the extent and under the conditions provided in the
Indenture, waive certain defaults thereunder and the consequences
of such defaults.
No recourse shall be had for the payment of the principal of
this bond, or for any claim based hereon, or otherwise in respect
hereof or of the Indenture, against any incorporator,
shareholder, director or officer, past, present or future, as
such, of the Company or of any predecessor or successor
corporation, either directly or through the Company or such
predecessor or successor corporation, under any constitution or
statute or rule of law, or by the enforcement of any assessment
or penalty, or otherwise, all such liability of incorporators,
shareholders, directors and officers, as such, being waived and
released by the holder and owner hereof by the acceptance of this
bond and as provided in the Indenture.
This bond shall not become or be valid or obligatory for any
purpose until the authentication certificate hereon shall have
been signed by the Trustee.
IN WITNESS WHEREOF, Gulf States Utilities Company has caused
these presents to be executed in its corporate name, by facsimile
signature or manually, by its Chairman of the Board of Directors
or its President or one of its Vice Presidents and by its
Treasurer or an Assistant Treasurer under its corporate seal or a
facsimile thereof, all as of
GULF STATES UTILITIES COMPANY
By ______________________________
Vice President-Financial
Strategies
_______________________________
Assistant Treasurer
