File No. 70-7914
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-1
Post-Effective Amendment No. 20 to the
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Mississippi Power & Light Company
P. O. Box 1640
Jackson, MS 39215-1640
(Name of company filing this statement and address
of principal executive offices)
Entergy Corporation
(Name of top registered holding company parent of each
applicant or declarant)
Donald E. Meiners
President
Mississippi Power & Light Company
P. O. Box 1640
Jackson, MS 39215-1640
(Name and address of agent for service)
The Commission is also requested to send copies of any
communications in connection with this matter to:
Glenn E. Harder Henderson Hall, Esq.
Vice President-Financial Strategies Wise Carter Child & Caraway,
Mississippi Power & Light Company Professional Association
P. O. Box 61000 P. O. Box 651
New Orleans, LA 70161 Jackson, MS 39205
Thomas J. Igoe, Jr., Esq. David P. Falck, Esq.
Reid & Priest Winthrop, Stimson, Putnam & Roberts
40 West 57th Street One Battery Park Plaza
New York, NY 10019 New York, NY 10004
Laurence M. Hamric, Esq.
Entergy Services, Inc.
225 Baronne Street
New Orleans, LA 70112
<PAGE>
Item 1. Description of Proposed Transactions.
Item 1 of the Application-Declaration on Form U-1 in this
proceeding is hereby amended to add the following at the end
thereof:
"Mississippi Power & Light Company ("Company")
requested authorization from the Securities and Exchange
Commission ("Commission"), among other things, to issue and
sell, at one time or from time to time, through December 31,
1995, not more than $550,000,000 aggregate principal amount
of its General and Refunding Mortgage Bonds ("G&R Bonds").
By order dated November 13, 1992 (HCAR No. 25675), the
Commission authorized the Company to issue and sell
$65,000,000 aggregate principal amount of G&R Bonds by means
of direct private placement (which bonds were issued and
sold by the Company on November 20, 1992); by order dated
January 15, 1993 (HCAR No. 25737), the Commission authorized
the Company to issue and sell $125,000,000 aggregate
principal amount of G&R Bonds by means of a negotiated
public offering (which bonds were issued and sold by the
Company on January 21, 1993); by order dated July 26, 1993
(HCAR No. 25859), the Commission authorized the Company to
issue and sell $60,000,000 aggregate principal amount of G&R
Bonds by means of a negotiated public offering (which bonds
were issued and sold by the Company on July 28, 1993); and
by order dated November 5, 1993 (HCAR No. 25921), the
Commission authorized the Company to issue and sell
$65,000,000 aggregate principal amount of G&R Bonds by means
of a negotiated public offering (which bonds were issued and
sold by the Company on November 9, 1993). The Commission has
not released jurisdiction over the remaining $235,000,000
principal amount of G&R Bonds.
"The Company has begun negotiations for the proposed
issuance and sale of a new series of the G&R Bonds ("New G&R
Bonds"), in an aggregate principal amount to be determined,
in a negotiated public offering through Bear, Stearns & Co.
Inc. ("Underwriters").
"The New G&R Bonds will be issued under the proposed
Ninth Supplemental Indenture to the Company's Mortgage. For
further information with respect to certain proposed terms
and provisions of the New G&R Bonds, reference is made to
Exhibit A-2(j) hereto. The terms of the New G&R Bonds will
include a provision that the Company will not pay cash
dividends on common stock or repurchase common stock after a
selected date close to the date of original issuance (other
than certain dividends declared prior to such selected date)
except from credits to retained earnings after such date
plus an amount not to exceed $250,000,000, plus such
additional amounts as shall be approved by the Commission.
To the extent that the foregoing deviates from the
Commission's Statement of Policy regarding First Mortgage
Bonds (HCAR Nos. 13015 and 16369), the Company hereby
requests authorization by the Commission of such deviation.
"The Company plans to provide further information with
respect to the results of its negotiations with the
Underwriters and the proposed terms of the offering of the
New G&R Bonds, including the interest rate to be borne by
and the price to be paid to the Company for the New G&R
Bonds, the redemption prices and restrictions, if any, on
redemption, underwriting discounts and commissions and the
initial public offering price of the New G&R Bonds, by
further post-effective amendment to the
Application-Declaration in this proceeding to be filed with
the Commission shortly after the conclusion of such
negotiations. For further information with respect to the
terms and conditions of the proposed sale of the New G&R
Bonds, reference is made to Exhibit B-2(i) hereto."
Item 2. Fees, Commissions and Expenses.
The estimated fees and expenses (exclusive of underwriting
discounts and commissions) in connection with the issuance and
sale of New G&R Bonds are estimated to be approximately $105,000.
For further information see Item 14 of Exhibit C-l(c) in this
proceeding.
Item 5. Procedure.
As set forth in Item 1 of this Post-Effective Amendment
No. 20, the Company plans to file a further post-effective
amendment in this proceeding reflecting the proposed terms of the
offering of the New G&R Bonds shortly after the conclusion of
negotiations with Underwriters. The Company hereby requests that
the Commission issue a further supplemental order herein as soon
as practicable thereafter, but in any event no later than
July 13, 1994, approving the proposed terms and conditions of the
sale of the New G&R Bonds, and the related fees, commissions, and
expenses, and releasing jurisdiction over the same.
The Company waives a recommended decision by a hearing
officer or any other responsible officer of the Commission;
agrees that the Staff of the Division of Investment Management
may assist in the preparation of the Commission's decision; and
requests that there be no waiting period between the issuance of
the Commission's supplemental order and the date on which it is
to become effective.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
A-2(j) Form of Ninth Supplemental
Indenture relating to New G&R Bonds.
B-2(i) Form of Underwriting Agreement
relating to the New G&R Bonds.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ Glenn E. Harder
Glenn E. Harder
Vice President-Financial
Strategies and Treasurer
Date: June 30, 1994
Exhibit A-2(j)
________________________________________________________________
MISSISSIPPI POWER & LIGHT COMPANY
to
BANK OF MONTREAL TRUST COMPANY
and
MARK F. MCLAUGHLIN,
(successor to Z. George Klodnicki)
As Trustees under Mississippi
Power & Light Company's Mortgage and
Deed of Trust, dated as of February 1, 1988
________________________________
NINTH SUPPLEMENTAL INDENTURE
Providing among other things for
General and Refunding Mortgage Bonds
[ %] Series due [ ] 1, [ ]
________________
Dated as of July 1, 1994
________________________________________________________________
<PAGE>
NINTH SUPPLEMENTAL INDENTURE
_________________________
NINTH SUPPLEMENTAL INDENTURE, dated as of [
] 1, 199[ ], between MISSISSIPPI POWER & LIGHT COMPANY, a
corporation of the State of Mississippi, whose post office
address is P.O. Box 1640, Jackson, Mississippi 39215-1640 (tel.
601-969-2311) (the "Company") and BANK OF MONTREAL TRUST
COMPANY, a corporation of the State of New York, whose principal
office is located at 77 Water Street, New York, New York 10005
(tel. 212-701-7650) and MARK F. MCLAUGHLIN (successor to Z.
George Klodnicki), whose post office address is 44 Norwood
Avenue, Allenhurst, New Jersey 07711 (tel. 212-701-7602), 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, and its Eighth
Supplemental Indenture, dated as of November 1, 1993, 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:
Principal Principal
Series Amount Amount
Issued Outstanding
14.65% Series due February 1, 1993 $55,000,000 None
14.95% Series due February 1, 1995 20,000,000 $ 20,000,000
8.40% Collateral Series due 12,600,000 None
December 1, 1992
11.11% Series due July 15, 1994 18,000,000 18,000,000
11.14% Series due July 15, 1995 10,000,000 10,000,000
11.18% Series due July 15, 1996 26,000,000 26,000,000
11.20% Series due July 15, 1997 46,000,000 46,000,000
9.90% Series due April 1, 1994 30,000,000 30,000,000
5.95% Series due October 15, 1995 15,000,000 15,000,000
6.95% Series due July 15, 1997 50,000,000 50,000,000
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
; and
WHEREAS, Section 19.04 of the Original Indenture
provides, among other things, that any power, privilege or right
expressly or impliedly 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 Ninth
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 NINTH 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 ensealing 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 MARK F. MCLAUGHLIN
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: Adams, Amite,
Attala, Bolivar, Calhoun, Carroll, Choctaw, Claiborne, Coahoma,
Copiah, Covington, DeSoto, Franklin, Grenada, Hinds, Holmes,
Humphreys, Issaquena, Jefferson, Jefferson Davis, Lawrence,
Leake, Leflore, Lincoln, Madison, Montgomery, Panola, Pike,
Quitman, Rankin, Scott, Sharkey, Simpson, Smith, Sunflower,
Tallahatchie, Tate, Tunica, Walthall, Warren, Washington,
Webster, Wilkinson, Yalobusha and Yazoo; and in Independence
County, Arkansas, and Campbell 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 anywise 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 anywise 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 choses 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 wells 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 MARK F.
MCLAUGHLIN and (to the extent of its legal capacity to hold the
same for the purposes hereof) to 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 Ninth 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
Ninth Supplemental Indenture, the following defined terms shall
have the respective meanings specified unless the context
clearly requires otherwise:
The term "Fourteenth Series" 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, joint venture, association, joint-
stock company, trust, unincorporated organization or government
or any agency or political subdivision thereof.
The term "Rate Order" shall mean the Final Order on
Rehearing, dated September 16, 1985, as amended by further
orders dated, respectively, September 29, 1988 and September 7,
1989, issued by the Mississippi Public Service Commission
providing for, among other things, the recovery by the Company
of Deferred Grand Gulf I Costs.
The term "System Energy" shall mean System Energy
Resources, Inc., an Arkansas corporation, or any successor
company to which the Company shall be obligated to purchase
capacity and energy from Grand Gulf I.
Section 1.03. References Are to Ninth 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 Ninth Supplemental Indenture, and the
words "herein", "hereof", "hereby", "hereunder" and words of
similar import refer to this Ninth 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 FOURTEENTH SERIES
Section 2.01. Bonds of the Fourteenth Series. There
shall be a series of bonds designated as the [ ] % Series
due [ ], [ ] (herein sometimes referred to
as the Fourteenth Series each of which shall also bear the
descriptive title "General and Refunding Mortgage Bond" 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 Fourteenth Series shall be
substantially in the form of Exhibit A hereto. Bonds of the
Fourteenth Series shall mature on [ ]
and shall be issued only as fully registered bonds in
denominations of One Thousand Dollars and, at the option of the
Company, in any multiple or multiples thereof (the exercise of
such option to be evidenced by the execution and delivery
thereof). Bonds of the Fourteenth Series shall bear interest at
the rate of [ ] per centum ([
]%) per annum (except as hereinafter provided), payable semi-
annually on [ ] 1 and [ ] 1
of each year, and at maturity, the first interest payment to be
made on [ ] 1, 199[ ] for the period from [
] 1, 199[ ] to [ ] 1, 199[ ] the principal and interest
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. Interest on the bonds of the Fourteenth Series may at
the option of the Company be paid by check mailed to the
registered owners thereof. Overdue principal and overdue
interest in respect of the bonds of the Fourteenth Series shall
bear interest (before and after judgment) at the rate of [
] and [ ] per centum ([ ]%)
per annum. Interest on the bonds of the Fourteenth Series shall
be computed on the basis of a 360-day year consisting of twelve
30-day months. Interest on the bonds of the Fourteenth Series
in respect of a portion of a month shall be calculated based on
the actual number of days elapsed.
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
Fourteenth 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.
Section 2.02. Optional Redemption of Bonds of the
Fourteenth Series. (a) Bonds of the Fourteenth Series shall
not be redeemable prior to [ ] 1, 199[ ]. On and
after [ ] 1, 199[ ], bonds of the Fourteenth Series
shall be redeemable, at the option of the Company, in whole at
any time, or in part from time to time, prior to maturity, upon
notice mailed to each registered owner at his last address
appearing on the registry books not less than 30 days prior to
the date fixed for redemption, at the following general
redemption prices, expressed in percentages of the principal
amount of the bonds to be redeemed:
GENERAL REDEMPTION PRICES
If redeemed during the 12 month period ending [
] [ ], [199__ _____ % ] in each case together with
accrued interest to the date fixed for redemption.
(b) On and after [ ] 1, 199[ ]
bonds of the Fourteenth Series shall also be redeemable in whole
at any time, or in part from time to time, prior to maturity,
upon like notice, by the application (either at the option of
the Company or pursuant to the requirements of the Original
Indenture) of cash delivered to or deposited with the Trustee
pursuant to the provisions of Section 9.05 of the Original
Indenture or subject to the provisions of Section 11.05 of the
Original Indenture at the following special redemption prices,
expressed in percentages of the principal amount of the bonds to
be redeemed:
SPECIAL REDEMPTION PRICES
If redeemed during the 12 month period ending [
], 199 [ ] 100.00% in each case together with accrued interest
to the date fixed for redemption.
Section 2.03. Transfer and Exchangeection 2.03.
Transfer and Exchange. (a) At the option of the registered
owner, any bonds of the Fourteenth 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 aggregate principal amount of
bonds of the same series of other authorized denominations.
(b) Bonds of the Fourteenth Series shall be
transferable, upon the surrender thereof for cancellation,
together with a written instrument of transfer in form approved
by the registrar duly executed by the registered owner or by his
duly authorized attorney, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, New York.
(c) Upon any such exchange or transfer of bonds of
the Fourteenth 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 Fourteenth Series.
Section 2.04. Dating of Bonds and Interest Payments.
(a) Bonds of the Fourteenth Series shall be dated and
bear interest from the date of issuance, provided that if any
bond of the Fourteenth Series shall be authenticated and
delivered upon a transfer of, or in exchange for or in lieu of,
any other bond or bonds of the Fourteenth Series, it shall be
dated so that such bond shall bear interest from the last
preceding date to which interest shall have been paid on the
bond or bonds in respect of which such bond shall have been
delivered or from [ ] 1, 199[ ] if
authenticated and delivered prior to [ ] 1, 199[ ].
(b) Notwithstanding the foregoing, bonds of the
Fourteenth Series shall be dated so that the Person in whose
name any bond of the Fourteenth Series is registered at the
close of business on any record date for the Fourteenth Series
with respect to any interest payment shall be entitled to
receive the interest payable on the interest payment date,
except if, and to the extent that, the Company shall default in
the payment of the interest due on such interest payment date,
in which case such defaulted interest shall be paid to the
Persons in whose names Outstanding bonds of the Fourteenth
Series are registered on the day immediately preceding the date
of payment of such defaulted interest. The term "record date
for the Fourteenth Series", as used with respect to any interest
payment date, shall mean the day immediately preceding such
interest payment date, whether or not a business day.
ARTICLE III
COVENANTS
Section 3.01. Maintenance of Paying Agent. So long
as any bonds of the Fourteenth 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 or interest 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 principal amount of the bonds of the
Fourteenth 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.
Section 3.03. Limitation on Restricted Payments.
(a) So long as any bonds of the Fourteenth Series are
Outstanding, the Company covenants that it will not declare any
dividends on its common stock (other than (1) a dividend payable
solely in shares of its common stock or (2) a dividend payable
in cash in cases where, concurrently with the payment of such
dividend, an amount in cash equal to such dividend is received
by the Company as a capital contribution or as the proceeds of
the issue and sale of shares of its common stock) or make any
distribution on outstanding shares of its common stock or
purchase or otherwise acquire for value any outstanding shares
of its common stock (otherwise than in exchange for or out of
the proceeds from the sale of other shares of its common stock)
unless, after giving effect to such dividend, distribution,
purchase or acquisition, the aggregate amount of such dividends,
distributions, purchases or acquisitions paid or made subsequent
to [ ], 199[ ] (other than any dividend
declared by the Company on or before [ ],
199[ ]) does not exceed (without giving effect to (1) any such
dividends, distributions, purchases or acquisitions or (2) any
net transfers from earned surplus to stated capital accounts)
the sum of (A) the aggregate amount credited subsequent to [
], 199[ ] to earned surplus, (B) [$250,000,000] and (C) such
additional amounts as shall be authorized or approved, upon
application by the Company and after notice, by the SEC under
the Holding Company Act.
(b) For the purpose of this Section, the aggregate
amount credited subsequent to [ ],
199[ ] to earned surplus shall be determined in accordance
with generally accepted accounting principles and practices (or,
if in the opinion of the Company's independent public
accountants (delivered to the Trustee), there is an absence of
any such generally accepted accounting principles and practices
as to the determination in question, then in accordance with
sound accounting practices) and after making provision for
dividends upon any preferred stock of the Company accumulated
subsequent to such date, and in addition there shall be deducted
from earned surplus all amounts (without duplication) of losses,
write-offs, write-downs or amortization of property, whether
extraordinary or otherwise, recorded in and applicable to a
period or periods subsequent to October 31, 1993. Also for
purposes of this Section, credits to earned surplus shall be
determined without reference to and shall not include
undistributed retained earnings of Subsidiaries.
Section 3.04. Protection of Rate Order. So long as
any bonds are Outstanding under the Indenture that were issued
under Article IV of the Original Indenture, the Company
covenants that it will:
(a) take all reasonable actions (i) to maintain in
full force and effect the Rate Order or any other regulatory
authorization or legal or other authority pursuant to which the
Company recovers amounts paid to System Energy in respect of
capacity and energy from Grand Gulf I and records Deferred Grand
Gulf I Costs on its books as assets and (ii) to defend against
any action, suit or regulatory proceeding seeking to abrogate,
invalidate or materially adversely modify the Rate Order or such
regulatory authorization or legal or other authority; and
(b) not take any action to modify the Rate Order or
such other regulatory authorization or legal or other authority
unless it first delivers to the Trustee an Officers' Certificate
and an Opinion of Counsel to the effect that, in the opinion of
the signers, such proposed modification is not materially
adverse to the interest of the registered owners of Outstanding
bonds that were issued under Article IV of the Original
Indenture.
Section 3.05. Limitation on Sale, Transfer or Pledge
of Deferred Grand Gulf I Costs. So long as any Bonds are Out
standing under the Indenture that were issued under Article IV
of the Original Indenture, the Company covenants that it will
not sell, assign, transfer or otherwise dispose of, or grant,
incur or permit to exist any Lien on, any of its Deferred Grand
Gulf I Costs, other than the Lien of the Indenture or as may be
contemplated by the granting clauses of the 1944 Mortgage as of
the date of this Ninth Supplemental Indenture.
Section 3.06. Preconsent to Modification of Rights
under Sections 3.04 and 3.05. The Holders of the bonds of the
Fourteenth Series hereby consent to any modification of the Rate
Order or any other act, disposition, Lien or thing prohibited or
limited by Sections 3.04 or 3.05 of this Ninth Supplemental
Indenture or the failure to take any action required by such
Sections or the waiver or amendment of any provision of such
Sections if the Company obtains the consent (in any number of
instruments of similar tenor executed by registered owners of
bonds or by their attorneys appointed in writing) to such
modification, act, omission, disposition, Lien, thing, failure
to act, waiver or amendment of the registered owners of at least
a majority in aggregate principal amount of the bonds then
Outstanding under the Indenture that were issued under Article
IV of the Original Indenture.
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 Ninth 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 Ninth
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 Ninth Supplemental Indenture.
Section 4.02. Effect of Ninth 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 Ninth
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 Ninth
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 bonds of the Fourteenth 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. Record Date. The holders of the bonds
of the Fourteenth Series shall be deemed to have consented and
agreed that the Company may, but shall not be obligated to, fix
a record date for the purpose of determining the holders of the
bonds of the Fourteenth Series entitled to consent to any
amendment or supplement to the Indenture or the waiver of any
provision thereof or any act to be performed thereunder. If a
record date is fixed, those persons who were holders at such
record date (or their duly designated proxies), and only those
persons, shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given,
whether or not such persons continue to be holders after such
record date. No such consent shall be valid or effective for
more than 90 days after such record date.
Section 4.04. Titles. The titles of the several
Articles and Sections of this Ninth Supplemental Indenture and
the table of contents shall not be deemed to be any part hereof.
Section 4.05. Counterparts. This Ninth 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 4.06. Governing Law. The laws of the State
of New York shall govern this Ninth Supplemental Indenture and
the bonds of the Fourteenth 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.
<PAGE>
IN WITNESS WHEREOF, MISSISSIPPI POWER & LIGHT COMPANY
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 MARK
F. MCLAUGHLIN has hereunto set his hand and affixed his seal,
all as of the day and year first above written.
MISSISSIPPI POWER & LIGHT COMPANY
By:______________________________
[ ]
Vice President
Attest:
__________________________
[ ]
Assistant Secretary
<PAGE>
BANK OF MONTREAL TRUST COMPANY
As Trustee
By:_______________________________
[ ]
Vice President
Attest:
_____________________________
[ ]
Assistant Secretary
___________________________[L.S.]
MARK F. MCLAUGHLIN as
Co-Trustee
<PAGE>
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 [ ], as Vice President and [
], as Assistant Secretary of MISSISSIPPI POWER & LIGHT 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 [ ] day of [ ], 199[ ],
before me personally came [ ], to me known,
who, being by me duly sworn, did depose and say that he resides
at [ ]; that he is a
Vice President of MISSISSIPPI POWER & LIGHT 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 [ ] day of [
], 1994.
__________________________________
Connie H. Wise
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life
<PAGE>
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 [ ], as Vice President, and [
], as Assistant Secretary 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 [ ] day of July, 1994, before me personally
came [ ], to me known, who, being by me duly
sworn, did depose and say that [ s ]he resides at
[ ]; that [s ]he is a Vice President of BANK OF MONTREAL TRUST
COMPANY, the corporation described in and which executed the
above instrument; that [s]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 [s]he signed [his]her name thereto by
like order.
Given under my hand and seal this [ ] day of [
], 199[4].
_________________________________
Maureen Radigan
Notary Public, State of New York
No. 31-4971219
Qualified in New York County
Commission Expires August 27, 1994
<PAGE>
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 MARK F. MCLAUGHLIN, who acknowledged that he signed,
sealed and delivered the foregoing instrument on the day and
year therein mentioned.
On the [ ] day of [ ], 199[
] before me personally came MARK F. MCLAUGHLIN, 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 [ ] day of July,
1994.
_________________________________
Maureen Radigan
Notary Public, State of New York
No. 31-4971219
Qualified in New York County
Commission Expires August 27, 1994
<PAGE>
EXHIBIT A
[FORM OF BOND OF FOURTEENTH SERIES]
(See legend at the end of this bond for
restrictions on transferability and change of form)
GENERAL AND REFUNDING MORTGAGE BOND
[ ]% Series due [ ] 1, [ ]
No. ______ $ ___________
MISSISSIPPI POWER & LIGHT COMPANY, a corporation duly
organized and validly existing of the State of Mississippi
(hereinafter called the Company), for value received, hereby
promises to pay to ___________________ or registered assigns, at
the office or agency of the Company in New York, New York, the
principal sum of $_________ on [ ] 1, [
] 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,
and to pay in like manner to the registered owner hereof interest
thereon from [ ] 1, 199[ ], if the date of this
bond is prior to [ ] 1, 199[ ] or, if the date of this
bond is on or after [ ] 1, 199[ ], from the [ ]
1 or [ ] 1 next preceding the date of this bond to
which interest has been paid (unless the date hereof is an
interest payment date to which interest has been paid, in which
case from the date hereof), at the rate of [ ] and [
] per centum [( %)] per annum in like coin or currency on
[ ] 1 and [ ] 1 in each year and at maturity,
until the principal of this bond shall have become due and been
duly paid or provided for, and to pay interest (before and after
judgment) on any overdue principal, premium, if any, and on any
defaulted interest at the rate of [ ] and
[ ] per centum [( %)] per annum.
Interest on this bond shall be computed on the basis of a 360-day
year consisting of twelve 30-day months. Interest on this bond in
respect of a portion of a month shall be calculated based on the
actual number of days elapsed.
The interest so payable on any interest payment date
will, subject to certain exceptions provided in the Mortgage
hereinafter referred to, be paid to the person in whose name this
bond is registered at the close of business (whether or not a
business day) on the day immediately preceding such interest
payment date. At the option of the Company, interest may be paid
by check mailed on or prior to such interest payment date to the
address of the person entitled thereto as such address shall
appear on the register of the Company.
This bond shall not become obligatory until Bank of
Montreal Trust Company, the Trustee under the Mortgage, or its
respective successor thereunder, shall have signed the
authentication certificate endorsed hereon.
This bond is one of a series of bonds of the Company
issuable in series and is one of a duly authorized series known as
its General and Refunding Mortgage Bonds, [ %] Series
due [ ] 1, [ ] (herein called bonds of
the Fourteenth 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 Mark F. McLaughlin (successor to Z.
George Klodnicki), 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 Fourteenth Series and/or the terms and provisions
of the Mortgage may be modified or altered by such affirmative
vote or votes of the holders of bonds then Outstanding as are
specified in the Mortgage.
Any consent or waiver by the holder of this bond (unless
effectively revoked as provided in the Mortgage) shall be
conclusive and binding upon such holder and upon all future
holders of this bond and of any bonds issued in exchange or
substitution herefor, irrespective of whether or not any notation
of such consent or waiver is made upon this bond or such other
bond.
No reference herein to the Mortgage and no provision of
this bond or of the Mortgage shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this bond in
the manner, at the respective times, at the rate and in the
currency herein prescribed.
The bonds are issuable as registered bonds without
coupons in the denominations of $1,000 and integral multiples
thereof. At the office or agency to be maintained by the Company
in the City of New York, State of New York, and in the manner and
subject to the provisions of the Mortgage, bonds may be exchanged
for a like aggregate principal amount of bonds of other authorized
denominations, without payment of any charge other than a sum
sufficient to reimburse the Company for any tax or other
governmental charge incident thereto. This bond is transferable
as prescribed in the Mortgage by the registered owner hereof in
person, or by his duly authorized attorney, at the office or
agency of the Company in New York, New York, upon surrender of
this bond, and upon payment, if the Company shall require it, of
the transfer charges provided for in the Mortgage, and, thereupon,
a new fully registered bond of the same series for a like
principal amount will be issued to the transferee in exchange
hereof as provided in the Mortgage. The Company and the Trustees
may deem and treat the person in whose name this bond is
registered as the absolute owner hereof for the purpose of
receiving payment and for all other purposes and neither the
Company nor the Trustees shall be affected by any notice to the
contrary.
This bond is redeemable at the option of the Company
under certain circumstances in the manner and at such redemption
prices as are provided in the Mortgage.
No recourse shall be had for the payment of the
principal of, premium, if any, or interest on this bond against
any incorporator or any past, present or future subscriber to the
capital stock, stockholder, officer or director of the Company or
of any predecessor or successor corporation, as such, either
directly or through the Company or any predecessor or successor
corporation, under any rule of law, statute or constitution or by
the enforcement of any assessment or otherwise, all such liability
of incorporators, subscribers, stockholders, officers and
directors being released by the holder or owner hereof by the
acceptance of this bond and being likewise waived and released by
the terms of the Mortgage.
As provided in the Mortgage, this bond shall be governed
by and construed in accordance with the laws of the State of New
York.
IN WITNESS WHEREOF, Mississippi Power & Light Company
has caused this bond to be signed in its corporate name by its
Chairman of the Board, Chief Executive Officer, President or one
of its Vice Presidents by his signature or a facsimile thereof,
and its corporate seal to be impressed or imprinted hereon and
attested by its Secretary or one of its Assistant Secretaries by
his signature or a facsimile thereof.
Dated:
MISSISSIPPI POWER & LIGHT
COMPANY
By:__________________________
Title:
Attest:
__________________________
Title:
[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
LEGEND
Unless and until this bond is exchanged in whole or in part
for certificated bonds registered in the names of the various
beneficial holders hereof as then certified to the Trustee by the
Depository Trust Company or its successor (the "Depositary"), this
bond may not be transferred except as a whole by the Depositary to
a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary.
Unless this certificate is presented by an authorized
representative of the Depositary to the Company or its agent for
registration of transfer, exchange or payment, and any certificate
to be issued is registered in the name of Cede & Co., or such
other name as requested by an authorized representative of the
Depositary and any amount payable thereunder is made payable to
Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
since the registered owner hereof, Cede & Co., has an interest
herein.
This bond may be exchanged for certificated bonds registered
in the names of the various beneficial owners hereof if (a) the
Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the
Company within 90 days, or (b) the Company elects to issue
certificated bonds to beneficial owners (as certified to the
Company by the Depositary).
Exhibit B-2(i)
$25,000,000
MISSISSIPPI POWER & LIGHT COMPANY
General and Refunding Mortgage Bonds
____% Series due ________ __, ____
UNDERWRITING AGREEMENT
July __, 1994
__
<PAGE>
July __, 1994
Bear Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
The undersigned, Mississippi Power & Light Company, a
Mississippi corporation (the "Company"), proposes to issue and
sell to you, as Underwriter, $25,000,000 principal amount of the
Company's General and Refunding Mortgage Bonds, ___% Series due
_____________ __, ____ (the "Bonds"), as follows:
SECTION 1. Purchase and Sale. On the basis of the
representations and warranties herein contained, and subject to
the terms and conditions herein set forth, the Company shall sell
to you, and you shall purchase from the Company, at the time and
place herein specified, the Bonds at ______% of the principal
amount thereof [plus accrued interest thereon from July __, 1994,
to the date of payment for and delivery of the Bonds].
SECTION 2. Description of Bonds. The Bonds shall be
issued under and pursuant to the Company's Mortgage and Deed of
Trust, dated as of February 1, 1988 with Bank of Montreal Trust
Company, as Corporate Trustee, and Mark F. McLaughlin (successor
to Z. George Klodnicki), as Co-Trustee (the Co-Trustee, together
with the Corporate Trustee, are hereinafter called the
"Trustees"), as supplemented and as it will be further
supplemented by the Ninth Supplemental Indenture, dated as of
July __, 1994 (the "Supplemental Indenture"). Said Mortgage and
Deed of Trust, as supplemented and as it will be further
supplemented by the Supplemental Indenture, is hereinafter
referred to as the "Mortgage". The Bonds are more fully
described in the Prospectus (as hereinafter defined).
SECTION 3. Representations and Warranties of the
Company. The Company represents and warrants to you that:
(a) The Company is duly organized and validly existing
as a corporation in good standing under the laws of the
State of Mississippi, is in good standing and duly qualified
to do business in the State of Arkansas, and has the
necessary corporate power and authority to conduct the
business which it is described in the Prospectus
(hereinafter defined) as conducting and to own and operate
the properties owned and operated by it in such business.
(b) The Company has filed with the Securities and
Exchange Commission (the "Commission") a Registration
Statement on Form S-3 (File No. 33-53004) (the "First 1992
Registration Statement") for the registration of 375,000
shares of the Company's Preferred Stock, Cumulative, $100
Par Value under the Securities Act of 1933, as amended (the
"Securities Act"), and the First 1992 Registration Statement
has become effective. The Company has also filed with the
Commission a Registration Statement on Form S-3 (File No. 33-
55826) (the "Second 1992 Registration Statement") for the
registration of $235,000,000 principal amount of the
Company's General and Refunding Mortgage Bonds under the
Securities Act, and the Second 1992 Registration Statement
has become effective. While an aggregate of $17,500,000
aggregate par value of such Preferred Stock and $50,000,000
of such General and Refunding Mortgage Bonds remained
unsold, the Company also filed with the Commission a
Registration Statement on Form S-3 (File No. 33-50507) ("the
1993 Registration Statement") for the registration of
$282,500,000 aggregate par value and/or principal amount of
the Company's Preferred Stock and/or General and Refunding
Mortgage Bonds under the Securities Act, and the 1993
Registration Statement has become effective. The combined
prospectus forming a part of the 1993 Registration Statement
and relating, pursuant to Rule 429 under the Securities Act,
to an aggregate of $350,000,000 aggregate par value and/or
principal amount of the Company's Preferred Stock and/or
General and Refunding Mortgage Bonds (of which an aggregate
of $285,000,000 of such Preferred Stock and/or General and
Refunding Mortgage Bonds remain unsold), including the
Bonds, at the time the 1993 Registration Statement became
effective, including all documents incorporated by reference
therein at that time pursuant to Item 12 of Form S-3, is
hereinafter referred to as the "Basic Prospectus". In the
event that the Basic Prospectus shall have been amended,
revised or supplemented (but excluding any amendments,
revisions or supplements to the Basic Prospectus relating
solely to General and Refunding Mortgage Bonds other than
the Bonds or relating solely to shares of Preferred Stock)
prior to the time of effectiveness of this Underwriting
Agreement, and with respect to any documents filed by the
Company pursuant to Section 13 or 14 of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), after the
time the 1993 Registration Statement initially became
effective and up to the time of effectiveness of this
Underwriting Agreement (but excluding documents incorporated
therein by reference relating solely to General and
Refunding Mortgage Bonds other than the Bonds or relating
solely to shares of Preferred Stock), which documents are
deemed to be incorporated by reference in the Basic
Prospectus, the term "Basic Prospectus" as used herein shall
also mean such prospectus as so amended, revised or
supplemented. The 1993 Registration Statement as it
initially became effective and as it may have been amended
by any amendment thereto included in the Basic Prospectus
(including for these purposes as an amendment any document
incorporated by reference in the Basic Prospectus), and the
Basic Prospectus as it shall be supplemented to reflect the
terms of offering and sale of the Bonds by a prospectus
supplement ("Prospectus Supplement") to be filed with, or
transmitted for filing to, the Commission pursuant to Rule
424 under the Securities Act ("Rule 424"), are hereinafter
referred to as the "Registration Statement" and the
"Prospectus," respectively. After the time of effectiveness
of this Underwriting Agreement and during the time specified
in Section 6(d), the Company will not file (i) any amendment
to the First 1992 Registration Statement, the Second 1992
Registration Statement or the Registration Statement (except
any amendment relating solely to General and Refunding
Mortgage Bonds other than the Bonds or relating solely to
shares of Preferred Stock) or supplement to the Prospectus
or (ii) prior to the time that the Prospectus is filed with,
or transmitted for filing to, the Commission pursuant to
Rule 424, any document which is to be incorporated by
reference in, or any supplement to (including the Prospectus
Supplement), the Basic Prospectus, in either case, without
prior notice to you and to Winthrop, Stimson, Putnam &
Roberts ("Counsel for the Underwriter"), or any such
amendment or supplement to which said Counsel shall
reasonably object on legal grounds in writing. For purposes
of this Underwriting Agreement, any document which is filed
with the Commission after the time of effectiveness of this
Underwriting Agreement and incorporated by reference in the
Prospectus (except documents incorporated by reference
relating solely to General and Refunding Mortgage Bonds
other than the Bonds or relating solely to shares of
Preferred Stock) pursuant to Item 12 of Form S-3 shall be
deemed a supplement to the Prospectus.
(c) The First 1992 Registration Statement, the Second
1992 Registration Statement and the Registration Statement,
at the respective times of their effectiveness, and the
Mortgage, at such times, fully complied, and the Prospectus,
when filed with, or transmitted for filing to, the
Commission pursuant to Rule 424 and at the Closing Date
(hereinafter defined), as it may then be amended or
supplemented, will fully comply, in all material respects
with the applicable provisions of the Securities Act, the
Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and the rules and regulations of the
Commission thereunder or pursuant to said rules and
regulations are or will be deemed to comply therewith. The
documents incorporated by reference in the Prospectus
pursuant to Item 12 of Form S-3, on the date first filed
with the Commission pursuant to the Exchange Act, fully
complied or will fully comply in all material respects with
the applicable provisions of the Exchange Act and the rules
and regulations of the Commission thereunder or pursuant to
said rules and regulations are or will be deemed to comply
therewith. On the later of (i) their respective dates of
effectiveness or (ii) the date that the Company's most
recent Annual Report on Form 10-K was filed with the
Commission under the Exchange Act (the date described in
either clause (i) or (ii) is hereinafter referred to as the
"Effective Date"), the First 1992 Registration Statement,
the Second 1992 Registration Statement and the Registration
Statement did not, and on the date that any post-effective
amendment to the First 1992 Registration Statement, the
Second 1992 Registration Statement and the Registration
Statement became or becomes effective (but excluding any
post-effective amendment relating solely to General and
Refunding Mortgage Bonds other than the Bonds or relating
solely to shares of Preferred Stock), the First 1992
Registration Statement, the Second 1992 Registration
Statement and the Registration Statement, as amended by any
such post-effective amendment, did not or will not, as the
case may be, contain an untrue statement of a material fact
or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading. At the time the Prospectus is filed with, or
transmitted for filing to, the Commission pursuant to Rule
424 and at the Closing Date (hereinafter defined), the
Prospectus as it may be amended or supplemented will not
include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they are made, not misleading, and on said dates and
at such times the documents then incorporated by reference
in the Prospectus pursuant to Item 12 of Form S-3, when read
together with the Prospectus, or the Prospectus as it may
then be amended or supplemented, will not include an untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under
which they are made, not misleading. The foregoing
representations and warranties in this paragraph (c) shall
not apply to statements or omissions made in reliance upon
and in conformity with written information furnished to the
Company by or on behalf of you specifically for use in
connection with the preparation of the First 1992
Registration Statement, the Second 1992 Registration
Statement, the Registration Statement or the Prospectus, as
they may be amended or supplemented, or to any statements
in, or omissions from, the statements of eligibility, as
either may be amended, under the Trust Indenture Act, of the
Trustees under the Mortgage.
(d) The issuance and sale of the Bonds and the
fulfillment of the terms of this Underwriting Agreement will
not result in a breach of any of the terms or provisions of,
or constitute a default under, the Mortgage or any other
financing agreement or instrument to which the Company is
now a party.
(e) Except as set forth or contemplated in the
Prospectus, as it may be amended or supplemented, the
Company possesses adequate franchises, licenses, permits,
and other rights to conduct its business and operations as
now conducted, and without any known conflicts with the
rights of others which could have a material adverse effect
on the Company.
SECTION 4. Offering. The Company is advised by you
that you propose to make a public offering of the Bonds as soon
after the time of effectiveness of this Underwriting Agreement as
in your judgment is advisable. The Company is further advised by
you that the Bonds will be offered to the public at the public
offering price [plus accrued interest thereon from July __, 1994
to the Closing Date (hereinafter defined)].
SECTION 5. Time and Place of Closing. Delivery of the
Bonds and payment of the purchase price therefor by wire transfer
of, or check or checks payable in, New York Clearing House Funds
shall be made at the offices of Reid & Priest, 40 West 57th
Street, New York, New York, at 10:00 A.M., New York time, on July
14, 1994, or at such other time on the same or such other day as
shall be agreed upon by the Company and you. The hour and date
of such delivery and payment are herein called the "Closing
Date".
The Bonds shall be delivered to you in such authorized
denominations and registered in such names as you may request in
writing by the close of business at least two business days prior
to the Closing Date or, to the extent not so requested, in your
name in such denominations as the Company shall determine. The
Company agrees to make the Bonds available to you for checking
not later than 2:30 P.M., New York time, on the last business day
preceding the Closing Date at such place as may be agreed upon
between you and the Company, or at such other time and/or date as
may be agreed upon between you and the Company.
SECTION 6. Covenants of the Company. The Company
covenants and agrees with you that:
(a) Not later than the Closing Date, the Company will
deliver to you a copy of the First 1992 Registration
Statement, the Second 1992 Registration Statement and the
Registration Statement, as originally filed with the
Commission, and of all amendments thereto relating to the
Bonds, certified by an officer of the Company to be in the
form filed.
(b) The Company will deliver to you as many copies of
the Prospectus (and any amendments or supplements thereto)
as you may reasonably request.
(c) The Company will cause the Prospectus to be filed
with, or transmitted for filing to, the Commission pursuant
to and in compliance with Rule 424(b) and will advise you
promptly of the issuance of any stop order under the
Securities Act with respect to the First 1992 Registration
Statement, the Second 1992 Registration Statement or the
Registration Statement or the institution of any proceedings
therefor of which the Company shall have received notice.
The Company will use its best efforts to prevent the
issuance of any such stop order and to secure the prompt
removal thereof if issued.
(d) During such period of time after this Underwriting
Agreement has become effective as you are required by law to
deliver a prospectus, if any event relating to or affecting
the Company, or of which the Company shall be advised by you
in writing, shall occur which in the Company's opinion
should be set forth in a supplement or amendment to the
Prospectus in order to make the Prospectus not misleading in
the light of the circumstances when it is delivered to a
purchaser of the Bonds, the Company will amend or
supplement, or cause to be amended or supplemented, the
Prospectus by either (i) preparing and filing with the
Commission and furnishing to you a reasonable number of
copies of a supplement or supplements or an amendment or
amendments to the Prospectus, or (ii) making an appropriate
filing pursuant to Section 13 or 14 of the Exchange Act,
which will supplement or amend the Prospectus, so that, as
supplemented or amended, it will not include an untrue
statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to
make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a
purchaser, not misleading. Unless such event relates solely
to your activities (in which case you shall assume the
expense of preparing any such amendment or supplement), the
expenses of complying with this Section 6(d) shall be borne
by the Company until the expiration of nine months from the
initial effective date of the Registration Statement, and
such expenses shall be borne by you thereafter.
(e) The Company will make generally available to its
security holders, as soon as practicable, an earning
statement (which need not be audited) covering a period of
at least twelve months beginning after the "effective date
of the registration statement" within the meaning of Rule
158 under the Securities Act, which earning statement shall
be in such form, and be made generally available to security
holders in such a manner, so as to meet the requirements of
the last paragraph of Section 11(a) of the Securities Act
and Rule 158 promulgated under the Securities Act.
(f) At any time within six months of the date hereof,
the Company will furnish such proper information as may be
lawfully required and otherwise cooperate in qualifying the
Bonds for offer and sale under the "blue sky" laws of such
jurisdictions as you may reasonably designate, provided that
the Company shall not be required to qualify as a foreign
corporation or dealer in securities, to file any consents to
service of process under the laws of any jurisdiction, or to
meet any other requirements deemed by it to be unduly
burdensome.
(g) The Company will, except as herein provided, pay
or cause to be paid all expenses and taxes (except transfer
taxes) in connection with (i) the preparation and filing of
the First 1992 Registration Statement, the Second 1992
Registration Statement, the Registration Statement and any
post-effective amendments thereto, (ii) the printing,
issuance and delivery of the Bonds and the preparation,
execution, printing and recordation of the Supplemental
Indenture, (iii) legal fees and expenses relating to the
qualification of the Bonds under the "blue sky" laws of
various jurisdictions and the determination of the
eligibility of the Bonds for investment under the laws of
various jurisdictions in an amount not to exceed $6,000,
(iv) the printing and delivery to you of reasonable
quantities of copies of the First 1992 Registration
Statement, the Second 1992 Registration Statement and the
Registration Statement, the Preliminary (and any
Supplemental) Blue Sky Survey and the Prospectus and any
amendment or supplement thereto, except as otherwise
provided in paragraph (d) of this Section 6, (v) fees of the
rating agencies in connection with the rating of the Bonds,
and (vi) fees (if any) of the National Association of
Securities Dealers, Inc. in connection with its review of
the terms of the offering. Except as provided above, the
Company shall not be required to pay any amount for any of
your expenses, except that, if this Underwriting Agreement
shall be terminated in accordance with the provisions of
Section 7, 8 or 11, the Company will reimburse you for (i)
the fees and expenses of Counsel for the Underwriter, whose
fees and expenses you agree to pay in any other event, and
(ii) reasonable out-of-pocket expenses, in an amount not
exceeding in the aggregate $15,000, incurred in
contemplation of the performance of this Underwriting
Agreement. The Company shall not in any event be liable to
you for damages on account of loss of anticipated profits.
(h) The Company will not sell any additional General
and Refunding Mortgage Bonds without your consent until the
earlier to occur of (i) the Closing Date or (ii) the date of
the termination of the fixed price offering restrictions
applicable to you. You agree to notify the Company of such
termination if it occurs prior to the Closing Date.
(i) As soon as practicable after the Closing Date, the
Company will make all recordings, registrations and filings
necessary to perfect and preserve the lien of the Mortgage
and the rights under the Supplemental Indenture, and the
Company will use its best efforts to cause to be furnished
to you a supplemental opinion of Wise Carter Child &
Caraway, addressed to you, stating that all such recordings,
registrations and filings have been made.
SECTION 7. Conditions of Underwriters' Obligations.
Your obligations to purchase and pay for the Bonds shall be
subject to the accuracy on the date hereof and on the Closing
Date of the representations and warranties made herein on the
part of the Company and to the following conditions:
(a) The Prospectus shall have been filed with, or
transmitted for filing to, the Commission pursuant to Rule
424(b) prior to 5:30 P.M., New York time, on the second
business day following the date of this Underwriting
Agreement, or such other time and date as may be agreed upon
by the Company and you.
(b) No stop order suspending the effectiveness of the
First 1992 Registration Statement, the Second 1992
Registration Statement or the Registration Statement shall
be in effect at or prior to the Closing Date; no proceedings
for such purpose shall be pending before, or, to your
knowledge or the knowledge of the Company, threatened by,
the Commission on the Closing Date; and you shall have
received a certificate of the Company, dated the Closing
Date and signed by the President or a Vice President of the
Company, to the effect that no such stop order has been or
is in effect and that no proceedings for such purpose are
pending before, or, to the knowledge of the Company,
threatened by, the Commission.
(c) At the Closing Date, there shall have been issued,
and there shall be in full force and effect, to the extent
legally required for the issuance and sale of the Bonds, an
order of the Commission under the Public Utility Holding
Company Act of 1935, as amended (the "1935 Act"),
authorizing the issuance and sale of the Bonds and the
execution of the Supplemental Indenture on the terms set
forth in, or contemplated by, this Underwriting Agreement.
(d) At the Closing Date, you shall have received from
Wise Carter Child & Caraway, Professional Association,
general counsel for the Company, Friday, Eldredge & Clark,
special Arkansas counsel to the Company, and Reid & Priest,
of counsel to the Company, opinions, dated the Closing Date,
substantially in the forms set forth in Exhibits A, B and C
hereto, respectively, (i) with such changes therein as may
be agreed upon by the Company and you with the approval of
Counsel for the Underwriter, and (ii) if the Prospectus
shall be supplemented after being furnished to you for use
in offering the Bonds, with changes therein to reflect such
supplementation.
(e) At the Closing Date, you shall have received from
Counsel for the Underwriter, an opinion, dated the Closing
Date, substantially in the form set forth in Exhibit D
hereto, with such changes therein as may be necessary to
reflect any supplementation of the Prospectus prior to the
Closing Date.
(f) On or prior to the effective date of this
Underwriting Agreement, you shall have received from the
Company's independent certified public accountants (the
"Accountants") a letter or letters dated the date hereof and
addressed to you to the effect that (i) they are independent
certified public accountants with respect to the Company,
within the meaning of the Securities Act and the applicable
published rules and regulations thereunder; (ii) in their
opinion, the financial statements and financial statement
schedules audited by them and included or incorporated by
reference in the Prospectus comply as to form in all
material respects with the applicable accounting
requirements of the Securities Act and the Exchange Act, and
the related published rules and regulations thereunder;
(iii) on the basis of performing the procedures specified by
the American Institute of Certified Public Accountants for a
review of interim financial information as described in SAS
No. 71, Interim Financial Information, on the latest
unaudited financial statements included or incorporated by
reference in the Prospectus, a reading of the latest
available interim unaudited financial statements of the
Company, the minutes of the meetings of the Board of
Directors of the Company, the Executive Committee thereof,
and the stockholder or stockholders of the Company, since
December 31, 1993 to a specified date not more than five
days prior to the date of such letter or letters, and
inquiries of officers of the Company who have responsibility
for financial and accounting matters (it being understood
that the foregoing procedures do not constitute an
examination made in accordance with generally accepted
auditing standards and that they would not necessarily
reveal matters of significance with respect to the comments
made in such letter and, accordingly, that the Accountants
make no representations as to the sufficiency of such
procedures for your purposes), nothing has come to their
attention which caused them to believe that (A) the
unaudited financial statements of the Company included or
incorporated by reference in the Prospectus do not comply as
to form in all material respects with the applicable
accounting requirements of the Exchange Act and the related
published rules and regulations thereunder; (B) any material
modifications should be made to said unaudited financial
statements for them to be in conformity with generally
accepted accounting principles; and (C) at a specified date
not more than five business days prior to the date of the
letter or letters, there was any change in the capital stock
or long-term debt of the Company, or decrease in its net
assets, in each case as compared with amounts shown in the
most recent balance sheet incorporated by reference in the
Prospectus, except in all instances for changes or decreases
which the Prospectus discloses have occurred or may occur,
for declarations of dividends, for the repayment or
redemption of long-term debt, for the amortization of
premium or discount on long-term debt, for the redemption or
purchase of preferred stock for sinking fund purposes, for
any increases in long-term debt in respect of previously
issued pollution control, solid waste disposal or industrial
development revenue bonds, or for changes or decreases as
set forth in such letter or letters, identifying the same
and specifying the amount thereof; and (iv) stating that
they have compared specific dollar amounts, percentages of
revenues and earnings and other financial information
pertaining to the Company set forth in the Prospectus and
specified in Exhibit E hereto to the extent that such
amounts, numbers, percentages and information may be derived
from the general accounting records of the Company, and
excluding any questions requiring an interpretation by legal
counsel, with the results obtained from the application of
specified readings, inquiries and other appropriate
procedures (which procedures do not constitute an
examination in accordance with generally accepted auditing
standards) set forth in the letter or letters, and found
them to be in agreement.
(g) At the Closing Date, you shall have received a
certificate of the Company, dated the Closing Date and
signed by the President or a Vice President of the Company,
to the effect that (i) the representations and warranties of
the Company contained herein are true and correct, (ii) the
Company has performed and complied with all agreements and
conditions in this Underwriting Agreement to be performed or
complied with by the Company at or prior to the Closing
Date, and (iii) since the most recent date as of which
information is given in the Prospectus, as it may be amended
or supplemented, there has not been any material adverse
change in the business, property or financial condition of
the Company, and there has not been any material transaction
entered into by the Company, other than transactions in the
ordinary course of business, in each case other than as
referred to in, or contemplated by, such Prospectus, as it
may be amended or supplemented.
(h) You shall have received duly executed counterparts
of the Supplemental Indenture.
(i) At the Closing Date, you shall have received from
the Accountants a letter or letters, dated the Closing Date,
confirming, as of a date not more than five business days
prior to the Closing Date, the statements contained in the
letter or letters delivered pursuant to Section 7(f) hereof.
(j) Between the date hereof and the Closing Date, no
Default (or an event which, with the giving of notice or the
passage of time or both, would constitute a Default) under
the Mortgage shall have occurred.
(k) Between the date hereof and the Closing Date,
neither Moody's Investors Service Inc. nor Standard and
Poor's Corporation shall have lowered its rating of the
Company's outstanding General and Refunding Mortgage Bonds
or First Mortgage Bonds in any respect.
(l) Between the date hereof and the Closing Date, no
other event shall have occurred with respect to or otherwise
affecting the Company, which, in your reasonable opinion,
materially impairs the investment quality of the Bonds.
(m) All legal matters in connection with the issuance
and sale of the Bonds shall be satisfactory in form and
substance to Counsel for the Underwriter.
(n) The Company will furnish you with additional
conformed copies of such opinions, certificates, letters and
documents as may be reasonably requested.
If any of the conditions specified in this Section
shall not have been fulfilled, this Underwriting Agreement may be
terminated by you upon notice thereof to the Company. Any such
termination shall be without liability of any party to any other
party, except as otherwise provided in paragraph (g) of Section 6
and in Section 10.
SECTION 8. Conditions of the Company's Obligations.
The obligations of the Company hereunder shall be subject to the
following conditions:
(a) The Prospectus shall have been filed with, or
transmitted for filing to, the Commission pursuant to Rule
424(b) prior to 5:30 P.M., New York time, on the second
business day following the date of this Underwriting
Agreement, or such other time and date determined by the
Company and approved by you.
(b) No stop order suspending the effectiveness of the
First 1992 Registration Statement, the Second 1992
Registration Statement or the Registration Statement shall
be in effect at or prior to the Closing Date, and no
proceedings for that purpose shall be pending before, or
threatened by, the Commission on the Closing Date.
(c) At the Closing Date, there shall have been issued,
and there shall be in full force and effect, to the extent
legally required for the issuance and sale of the Bonds, an
order of the Commission under the 1935 Act authorizing the
issuance and sale of the Bonds and the execution of the
Supplemental Indenture on the terms set forth in, or
contemplated by, this Underwriting Agreement.
In case any of the conditions specified in this Section
shall not have been fulfilled, this Underwriting Agreement may be
terminated by the Company upon notice thereof to you, provided
that, in the case of paragraph (a) above, the Company shall have
used its best efforts to comply with the requirements of Rule
424(b). Any such termination shall be without liability of any
party to any other party, except as otherwise provided in
paragraph (g) of Section 6 and in Section 10.
SECTION 9. Indemnification.
(a) The Company shall indemnify, defend and hold you
harmless and each person who controls you within the meaning of
Section 15 of the Securities Act from and against any and all
losses, claims, damages or liabilities, joint or several, to
which you or any of them may become subject under the Securities
Act or any other statute or common law and shall reimburse you
and any such controlling person for any legal or other expenses
(including, to the extent hereinafter provided, reasonable
counsel fees) incurred by them in connection with investigating
any such losses, claims, damages or liabilities or in connection
with defending any actions, insofar as such losses, claims,
damages, liabilities, expenses or actions arise out of or are
based upon an untrue statement or alleged untrue statement of a
material fact contained in the First 1992 Registration Statement,
the Second 1992 Registration Statement or the Registration
Statement, as amended or supplemented, or the omission or alleged
omission to state therein a material fact necessary to make the
statements therein not misleading, or upon an untrue statement or
alleged untrue statement of a material fact contained in the
Basic Prospectus (if used prior to the date the Prospectus is
filed with, or transmitted for filing to, the Commission pursuant
to Rule 424), or the Prospectus, as amended or supplemented (if
any amendments or supplements thereto shall have been made), or
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the indemnity
agreement contained in this paragraph shall not apply to any such
losses, claims, damages, liabilities, expenses or actions arising
out of, or based upon, any such untrue statement or alleged
untrue statement, or any such omission or alleged omission, if
such statement or omission was made in reliance upon and in
conformity with information furnished herein or in writing to the
Company by you specifically for use in connection with the
preparation of the Basic Prospectus (if used prior to the date
the Prospectus is filed with, or transmitted for filing to, the
Commission pursuant to Rule 424) or the First 1992 Registration
Statement, the Second 1992 Registration Statement, the
Registration Statement or the Prospectus or any amendment or
supplement to any thereof or arising out of, or based upon,
statements in or omissions from that part of the Second 1992
Registration Statement or the Registration Statement which shall
constitute the statements of eligibility under the Trust
Indenture Act of the Trustees; and provided further, that the
indemnity agreement contained in this subsection shall not inure
to your benefit or to the benefit of any person controlling you
on account of any such losses, claims, damages, liabilities,
expenses or actions arising from the sale of Bonds to any person
in respect of the Basic Prospectus or the Prospectus, as
supplemented or amended (excluding in both cases, however, any
document then incorporated or deemed incorporated by reference
therein pursuant to Item 12 of Form S-3) furnished by you to a
person to whom any of the Bonds were sold, insofar as such
indemnity relates to any untrue or misleading statement or
omission made in the Basic Prospectus or the Prospectus but
eliminated or remedied prior to the consummation of such sale in
the Prospectus, or any amendment or supplement thereto furnished
pursuant to Section 6(d) hereof, respectively, unless a copy of
the Prospectus (in the case of such a statement or omission made
in the Basic Prospectus) or such amendment or supplement (in the
case of such a statement or omission made in the Prospectus)
(excluding, however, any amendment or supplement to the Basic
Prospectus relating to any General and Refunding Mortgage Bonds
other than the Bonds or to shares of Preferred Stock and any
document incorporated or deemed incorporated by reference in the
Prospectus or such amendment or supplement) is furnished by you
to such person (i) with or prior to the written confirmation of
the sale involved or (ii) as soon as available after such written
confirmation.
(b) You shall indemnify, defend and hold harmless the
Company, its directors and officers and each person who controls
any of the foregoing within the meaning of Section 15 of the
Securities Act, from and against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of
them may become subject under the Securities Act or any other
statute or common law and shall reimburse each of them for any
legal or other expenses (including, to the extent hereinafter
provided, reasonable counsel fees) incurred by them in connection
with investigating any such losses, claims, damages or
liabilities or in connection with defending any action, insofar
as such losses, claims, damages, liabilities, expenses or actions
arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in the First 1992
Registration Statement, the Second 1992 Registration Statement or
the Registration Statement, as amended or supplemented, or the
omission or alleged omission to state therein a material fact
necessary to make the statements therein not misleading, or upon
an untrue statement or alleged untrue statement of a material
fact contained in, the Basic Prospectus (if used prior to the
date the Prospectus is filed with, or transmitted for filing to,
the Commission pursuant to Rule 424(b)), or the Prospectus, as
amended or supplemented (if any amendments or supplements thereto
shall have been furnished), or the omission or alleged omission
to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, in each
case, if (but only if) such statement or omission was made in
reliance upon and in conformity with information furnished herein
or in writing to the Company by you specifically for use in
connection with the preparation of the Basic Prospectus (if used
prior to the date the Prospectus is filed with, or transmitted
for filing to, the Commission pursuant to Rule 424(b)) or of the
First 1992 Registration Statement, the Second 1992 Registration
Statement, the Registration Statement or the Prospectus or any
amendment or supplement thereto.
(c) In case any action shall be brought, based upon
the First 1992 Registration Statement, the Second 1992
Registration Statement, the Registration Statement, the Basic
Prospectus or the Prospectus (including amendments or supplements
thereto), against any party or parties in respect of which
indemnity may be sought pursuant to any of the preceding
paragraphs, such party or parties (hereinafter called the
indemnified party) shall promptly notify the party or parties
against whom indemnity shall be sought hereunder (hereinafter
called the indemnifying party) in writing, and the indemnifying
party shall have the right to participate at its own expense in
the defense or, if it so elects, to assume (in conjunction with
any other indemnifying party) the defense thereof, including the
employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses. If the
indemnifying party shall elect not to assume the defense of any
such action, the indemnifying party shall reimburse the
indemnified party for the reasonable fees and expenses of any
counsel retained by such indemnified party. Such indemnified
party shall have the right to employ separate counsel in any such
action in which the defense has been assumed by the indemnifying
party and participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such
indemnified party unless (i) the employment of counsel has been
specifically authorized by the indemnifying party or (ii) the
named parties to any such action (including any impleaded
parties) include each of such indemnified party and the
indemnifying party and such indemnified party shall have been
advised by such counsel that a conflict of interest between the
indemnifying party and such indemnified party may arise and for
this reason it is not desirable for the same counsel to represent
both the indemnifying party and the indemnified party (it being
understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for
the reasonable fees and expenses of more than one separate firm
of attorneys for such indemnified party (plus any local counsel
retained by such indemnified party in their reasonable judgment),
which firm (or firms), in the case of you being the indemnified
party, shall be designated in writing by you. The indemnified
party shall be reimbursed for all such fees and expenses as they
are incurred. The indemnifying party shall not be liable for any
settlement of any such action effected without its consent, but
if any such action is settled with the consent of the
indemnifying party or if there be a final judgment for the
plaintiff in any such action, the indemnifying party agrees to
indemnify and hold harmless the indemnified party from and
against any loss or liability by reason of such settlement or
judgment.
(d) If the indemnification provided for under
subsections (a), (b) or (c) in this Section 9 is unavailable to
an indemnified party in respect of any losses, claims, damages or
liabilities referred to therein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to
the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits
received by the Company and you from the offering of the Bonds or
(ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company on the one
hand and of you on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on
the one hand and you on the other shall be deemed to be in the
same proportion as the total proceeds from the offering (after
deducting underwriting discounts and commissions but before
deducting expenses) to the Company bear to the total underwriting
discounts and commissions received by you, in each case as set
forth in the table on the cover page of the Prospectus. The
relative fault of the Company on the one hand and of you on the
other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by you and such
party's relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company and you agree that it would not be just and
equitable if contribution pursuant to this Section 9(d) were
determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable
considerations referred to in the immediately preceding
paragraph. The amount paid or payable to an indemnified party as
a result of the losses, claims, damages and liabilities referred
to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 9(d), you
shall not be required to contribute any amount in excess of the
amount by which the total price at which the Bonds underwritten
by you and distributed to the public were offered to the public
exceeds the amount of any damages which you have otherwise been
required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
SECTION 10. Survival of Certain Representations and
Obligations. Any other provision of this Underwriting Agreement
to the contrary notwithstanding, (a) the indemnity and
contribution agreements contained in Section 9 of, and the
representations and warranties and other agreements of the
Company contained in, this Underwriting Agreement shall remain
operative and in full force and effect regardless of (i) any
investigation made by or on behalf of you, the Company or its
directors or officers, or any of the other persons referred to in
Section 9 hereof and (ii) acceptance of and payment for the Bonds
and (b) the indemnity and contribution agreements contained in
Section 9 shall remain operative and in full force and effect
regardless of any termination of this Underwriting Agreement.
SECTION 11. Termination. This Underwriting Agreement
shall be subject to termination by notice given by you to the
Company, if (a) after the execution and delivery of this
Underwriting Agreement and prior to the Closing Date (i) trading
generally shall have been suspended on the New York Stock
Exchange by the New York Stock Exchange, Inc., the Commission or
other governmental authority, (ii) minimum or maximum ranges for
prices shall have been generally established on the New York
Stock Exchange by the New York Stock Exchange, Inc., the
Commission or other governmental authority, (iii) a general
moratorium on commercial banking activities in New York shall
have been declared by either Federal or New York State
authorities, or (iv) there shall have occurred any material
outbreak or escalation of hostilities or any calamity or crisis
that, in your judgment, is material and adverse and (b) in the
case of any of the events specified in clauses (a) (i) through
(iv), such event singly or together with any other such event
makes it, in your reasonable judgment impracticable to market the
Bonds. This Underwriting Agreement shall also be subject to
termination, upon notice by you as provided above, if in your
judgment, the subject matter of any amendment or supplement
(prepared by the Company) to the Prospectus (except for
information relating solely to the manner of public offering of
the Bonds or to your activity or to the terms of any series of
General and Refunding Mortgage Bonds not included in the Bonds or
to shares of the Preferred Stock) filed or issued after the
effectiveness of this Underwriting Agreement by the Company shall
have materially impaired the marketability of the Bonds. Any
termination hereof, pursuant to this Section 11, shall be without
liability of any party to any other party, except as otherwise
provided in paragraph (g) of Section 6 and in Section 10.
SECTION 12. Miscellaneous. THIS UNDERWRITING
AGREEMENT SHALL BE A NEW YORK CONTRACT AND ITS VALIDITY AND
INTERPRETATION SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK. This Underwriting Agreement may be executed in any number
of separate counterparts, each of which, when so executed and
delivered, shall be deemed to be an original and all of which,
taken together, shall constitute but one and the same agreement.
This Underwriting Agreement shall become effective at the time a
fully-executed copy thereof is delivered to the Company and to
you. This Underwriting Agreement shall inure to the benefit of
each of the Company, you and, with respect to the provisions of
Section 9, each director, officer and controlling person referred
to in Section 9, and their respective successors. Should any
part of this Underwriting Agreement for any reason be declared
invalid, such declaration shall not affect the validity of any
remaining portion, which remaining portion shall remain in full
force and effect as if this Underwriting Agreement had been
executed with the invalid portion thereof eliminated. Nothing
herein is intended or shall be construed to give to any other
person, firm or corporation any legal or equitable right, remedy
or claim under or in respect of any provision in this
Underwriting Agreement. The term "successor" as used in this
Underwriting Agreement shall not include any purchaser, as such
purchaser, of any Bonds from you.
SECTION 13. Notices. All communications hereunder
shall be in writing and, if to you, shall be mailed or delivered
to you (to the attention of your General Counsel) at the address
set forth at the beginning of this Underwriting Agreement or, if
to the Company, shall be mailed or delivered to it at 639 Loyola
Avenue, New Orleans, Louisiana 70113, Attention: Treasurer.
<PAGE>
Very truly yours,
MISSISSIPPI POWER & LIGHT COMPANY
By:
Name:
Title:
Accepted as of the date first above written:
BEAR STEARNS & CO. INC.
By:_______________________________
Name:
Title:
<PAGE>
EXHIBIT A
[LETTERHEAD OF WISE CARTER CHILD & CARAWAY]
Bear Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
July __, 1994
Ladies and Gentlemen:
We are General Counsel for Mississippi Power & Light
Company (the "Company") and have acted in that capacity in
connection with the issuance and sale by the Company to you,
pursuant to the agreement effective July __, 1994 (the
"Underwriting Agreement"), between the Company and you, of
$25,000,000 in aggregate principal amount of its General and
Refunding Mortgage Bonds, % Series due ___________ __, ____
(the "Bonds"), issued pursuant to the Company's Mortgage and Deed
of Trust, dated as of February 1, 1988, as supplemented by all
indentures supplemental thereto, the latest such supplement being
the Ninth Supplemental Indenture (the "Supplemental Indenture")
dated as of July __, 1994 (the Mortgage and Deed of Trust as so
supplemented being hereinafter referred to as the "Mortgage").
This opinion is rendered to you at the request of the Company.
We are familiar with the organization of the Company,
the Restated Articles of Incorporation and By-Laws of the
Company, both as amended, and the records of various corporate
and other proceedings relating to the authorization, issuance and
sale of the Bonds. We have participated in the preparation of or
have examined and are familiar with (a) the Mortgage; (b) the
Underwriting Agreement; (c) the First 1992 Registration
Statement, the Second 1992 Registration Statement, the
Registration Statement and the Prospectus filed under the
Securities Act of 1933, as amended (the "Act"); and (d) the
application-declaration, and all amendments thereto, filed by the
Company with the Securities and Exchange Commission
("Commission") under the Public Utility Holding Company Act of
1935, as amended (the "1935 Act"), with respect to the issuance
and sale of the Bonds (the application-declaration, as amended by
all such amendments, being hereinafter referred to as the
"Application-Declaration").
We have examined the orders of the Commission (or
appropriate evidence thereof) relating to the effectiveness of
the First 1992 Registration Statement, the Second 1992
Registration Statement and the Registration Statement, the
qualification of the Mortgage under the Trust Indenture Act of
1939, as amended (the "TIA"), and the Application-Declaration. We
have also examined such other documents and satisfied ourselves
as to such other matters as we have deemed necessary in order to
render this opinion. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to the originals
of the documents submitted to us as certified or photostatic
copies. We have not examined the Bonds, except a specimen
thereof, and we have relied upon a certificate of Bank of
Montreal Trust Company as to the authentication and delivery
thereof. Capitalized terms used herein and not otherwise defined
have the meanings ascribed to such terms in the Underwriting
Agreement.
Upon the basis of our familiarity with the foregoing
and with the Company's properties and affairs generally, and
subject to the foregoing and to the further exceptions and
qualifications set forth below, we are of the opinion that:
(1) The Company is a corporation duly organized
and validly existing under the laws of the State of
Mississippi.
(2) The Company is duly authorized by its
Restated Articles of Incorporation, as amended, to conduct
the utility business which it is described in the Prospectus
as conducting, and possesses adequate, valid and subsisting
franchises, certificates of public convenience and
necessity, licenses and permits in order to, and is duly
qualified to, conduct such business in the states of
Mississippi and Arkansas.
(3) The Company has good and sufficient title to
the properties described as owned by it in and as subject to
the lien of the Mortgage (except properties released under
the terms of the Mortgage), subject only to Excepted
Encumbrances as defined in the Mortgage and to minor defects
and encumbrances customarily found in properties of like
size and character that do not, in our opinion, materially
impair the use of such properties affected thereby in the
conduct of the business of the Company. All permanent
physical properties and franchises (other than those
expressly excepted) acquired by the Company after the date
of the Supplemental Indenture, will, upon such acquisition,
become subject to the lien of the Mortgage, subject,
however, to Excepted Encumbrances and to liens, if any,
existing or placed thereon at the time of the acquisition
thereof by the Company and except as limited by bankruptcy
law.
(4) The Mortgage constitutes a valid and direct
lien on all of the Mortgaged and Pledged Property (as
defined in the Mortgage), subject only to minor defects of
the character aforesaid and Excepted Encumbrances. The
description of the Mortgaged and Pledged Property set forth
in the Mortgage is adequate to constitute the Mortgage a
lien on the Mortgaged and Pledged Property. The filing for
recording of the Mortgage in the offices of the Chancery
Clerks of each County in Mississippi in which the Company
holds real property, and the recording of the Mortgage in
the office of the Circuit Clerk of Independence County,
Arkansas, which filings or recordings will be duly effected,
and the filing of Uniform Commercial Code Financing
Statements covering the personal property and fixtures
described in the Mortgage as subject to the lien thereof in
the offices of the Secretary of State of the State of
Mississippi, the Secretary of State of the State of
Arkansas, and the Secretary of State of the State of
Wyoming, which filings will be duly effected, are the only
recordings, filings, rerecordings and refilings required by
law in order to protect and maintain the lien of the
Mortgage on any of the property described therein and
subject thereto.
(5) The Mortgage has been duly and validly
authorized by all necessary corporate action on the part of
the Company, has been duly and validly executed and
delivered by the Company, is a legal, valid and binding
instrument enforceable against the Company in accordance
with its terms, except (i) as the same may be limited by the
laws of the States of Mississippi, Arkansas and Wyoming,
where the property covered thereby is located, affecting the
remedies for the enforcement of the security provided for
therein, which laws do not, in our opinion, make inadequate
remedies necessary for the realization of the benefits of
such security, and (ii) as the same may be limited by
bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting enforcement
of mortgagees' and other creditors' rights and general
equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at
law) and is qualified under the TIA, and no proceedings to
suspend such qualification have been instituted or, to our
knowledge, threatened by the Commission.
(6) The Bonds are legal, valid and binding
obligations of the Company enforceable in accordance with
their terms, except as limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws
affecting enforcement of mortgagees' and other creditors'
rights and by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in
equity or at law) and are entitled to the benefit of the
security afforded by the Mortgage.
(7) The statements made in the Prospectus under
the captions "Description of the New G&R Bonds," insofar as
they purport to constitute summaries of the documents
referred to therein, or of the benefits purported to be
afforded by such documents (including, without limitation,
the lien of the Mortgage), constitute accurate summaries of
the terms of such documents and of such benefits in all
material respects.
(8) The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(9) Except as to the financial statements and
other financial or statistical data included or incorporated
by reference therein, upon which we do not pass, the First
1992 Registration Statement, the Second 1992 Registration
Statement and the Registration Statement, at the respective
times of their effectiveness, and the Prospectus, at the
time first filed with the Commission pursuant to Rule 424
under the Act, complied as to form in all material respects
with the applicable requirements of the Act and (except with
respect to the parts of the Second 1992 Registration
Statement and the Registration Statement that constitute the
statements of eligibility of the Trustees under the
Mortgage, upon which we are not passing) the TIA, and the
applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions,
rules and regulations are deemed to comply therewith; and,
with respect to the documents or portions thereof filed with
the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and incorporated by
reference in the Prospectus pursuant to Item 12 of Form S-3,
such documents or portions thereof, on the date first filed
with the Commission, complied as to form in all material
respects with the applicable provisions of the Exchange Act,
and the applicable instructions, rules and regulations of
the Commission thereunder or pursuant to said instructions,
rules and regulations are deemed to comply therewith; the
First 1992 Registration Statement, the Second 1992
Registration Statement, and the Registration Statement have
become and are effective under the Act; and, to the best of
our knowledge, no stop order suspending the effectiveness of
the First 1992 Registration Statement, the Second 1992
Registration Statement or the Registration Statement has
been issued and no proceedings for a stop order with respect
thereto are pending or threatened under Section 8(d) of the
Act.
(10) An appropriate order has been entered by the
Commission under the 1935 Act granting and permitting to
become effective the Application-Declaration with respect to
the issuance and sale of the Bonds; to the best of our
knowledge, said order is in full force and effect; such
order is sufficient to authorize the issuance and sale of
the Bonds by the Company pursuant to the Underwriting
Agreement; and no further approval, authorization, consent
or other order of any governmental body (other than in
connection or compliance with the provisions of the
securities or "blue sky" laws of any jurisdiction) is
legally required to permit the issuance and sale of the
Bonds by the Company pursuant to the Underwriting Agreement.
(11) The issuance and sale by the Company of the
Bonds and the execution, delivery and performance by the
Company of the Underwriting Agreement and the Mortgage (a)
will not violate any provision of the Company's Restated
Articles of Incorporation or By-laws, each as amended, (b)
will not violate any provisions of, or constitute a default
under, or result in the creation or imposition of any lien,
charge or encumbrance on or security interest in (except as
contemplated by the Mortgage) any of the assets of the
Company pursuant to the provisions of, any mortgage,
indenture, contract, agreement or other undertaking known to
us (having made due inquiry with respect thereto) to which
the Company is a party or which purports to be binding upon
the Company or upon any of its assets, and (c) will not
violate any provision of any Mississippi law or regulation
applicable to the Company (other than the Mississippi
securities or "blue sky" laws, upon which we are not
passing) or, to the best of our knowledge (having made due
inquiry with respect thereto), any provision of any order,
writ, judgment or decree of any governmental instrumentality
applicable to the Company.
In passing upon the forms of the First 1992
Registration Statement, the Second 1992 Registration Statement,
the Registration Statement and the Prospectus, we necessarily
assume the correctness, completeness and fairness of the
statements made by the Company and information contained or
incorporated by reference in the First 1992 Registration
Statement, the Second 1992 Registration Statement, the
Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in Paragraph 7 above. In connection with
the preparation by the Company of the First 1992 Registration
Statement, the Second 1992 Registration Statement, the
Registration Statement and the Prospectus, we have had
discussions with certain of the Company's officers and
representatives, with other counsel for the Company, with the
independent certified public accountants of the Company who
audited or reviewed the financial statements included or
incorporated by reference in the First 1992 Registration
Statement, the Second 1992 Registration Statement and the
Registration Statement, and with your representatives. Our
review of the First 1992 Registration Statement, the Second 1992
Registration Statement, the Registration Statement and the
Prospectus and our discussions did not disclose to us any
information which gives us reason to believe that the First 1992
Registration Statement, the Second 1992 Registration Statement or
the Registration Statement, at the Effective Date, contained an
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading or that the Prospectus, at
the time first filed with the Commission pursuant to Rule 424
under the Act and at the date hereof, contained or contains an
untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading. We do not express any belief as to the
financial statements or other financial or statistical data
contained or incorporated by reference in the First 1992
Registration Statement, the Second 1992 Registration Statement,
the Registration Statement or the Prospectus or as to the parts
of the Second 1992 Registration Statement and the Registration
Statement that constitute the statements of eligibility of the
Trustees under the Mortgage.
We have examined the portions of the information
contained in the First 1992 Registration Statement, the Second
1992 Registration Statement and the Registration Statement that
are stated therein to have been made on our authority, and we
believe such information to be correct. We have also examined
the opinions of even date herewith rendered to you by Reid &
Priest and Winthrop, Stimson, Putnam & Roberts, and we concur in
the conclusions expressed therein insofar as they involve
questions of Mississippi law.
We are members of the Mississippi Bar and do not hold
ourselves out as experts on the laws of any other state. As to
all matters of Arkansas, Wyoming and New York law, we have
relied, with your approval, in the case of Arkansas law, upon the
opinion of even date herewith addressed to us and to you of
Friday, Eldredge & Clark of Little Rock, Arkansas, in the case of
Wyoming law, upon the opinion of even date herewith addressed to
us and to you of Kline & Jenkins, and, in the case of New York
law, upon the opinion of even date herewith of Reid & Priest of
New York, New York.
The opinion set forth above is solely for the benefit
of the addressee of this letter in connection with the
Underwriting Agreement and the transactions contemplated
thereunder and may not be relied upon in any manner by any other
person or for any other purpose, without our prior written
consent, except that Reid & Priest and Winthrop, Stimson, Putnam
& Roberts may rely on this opinion as to all matters of
Mississippi and Wyoming law in rendering their opinions required
to be delivered under the Underwriting Agreement.
Very truly yours,
WISE CARTER CHILD & CARAWAY
Professional Association
By:________________________
<PAGE>
EXHIBIT B
[LETTERHEAD OF FRIDAY, ELDREDGE & CLARK]
July __, 1994
WISE CARTER CHILD & CARAWAY
Professional Association
Post Office Box 651
Jackson, MS 39205
Bear Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
In connection with the issuance and sale by Mississippi
Power & Light Company ("Company") of $25,000,000 in aggregate
principal amount of its General and Refunding Mortgage Bonds,
% Series due __________ __, ____ (the "Bonds"), pursuant to the
Company's Mortgage and Deed of Trust dated as of February 1,
1988, as heretofore amended and supplemented by eight
supplemental indentures and as further amended and supplemented
by a Ninth Supplemental Indenture thereto, dated as of July __,
1994, to Bank of Montreal Trust Company and Mark F. McLaughlin,
as trustees (the "Trustees") (the Mortgage and Deed of Trust as
so amended and supplemented being hereinafter referred to as the
"Mortgage"), we, as special Arkansas counsel to the Company, have
examined such documents, records and certificates and have
reviewed such questions of law as we have deemed necessary and
appropriate for the purpose of this opinion. This opinion is
rendered to you at the request of the Company.
In order to render this opinion, we have assumed that
the Company does not own any real or personal property or other
facilities in the State of Arkansas, except for an undivided
twenty-five percent (25%) ownership interest in the Independence
Steam Electric Station at Newark, Arkansas, and that the Company
does not maintain any service territory or serve any retail
customers in the State of Arkansas. We have also assumed that
the issuance and sale of the Bonds have had significant contacts
with the State of New York.
Based upon the foregoing and subject to the foregoing
and to the further exceptions and qualifications set forth below,
we are of the opinion that:
1. The Company is duly qualified to do business as a
foreign corporation and is in good standing under the laws of the
State of Arkansas and holds adequate and subsisting franchises,
certificates of public convenience and necessity, licenses and
permits to permit it to conduct its business as presently
conducted in Arkansas.
2. The courts of Arkansas will enforce any provision
in the Mortgage, the Bonds and the Underwriting Agreement, dated
as of July __, 1994, between the Company and the underwriters
named therein (the "Underwriting Agreement"), stipulating that
the laws of the State of New York shall govern the Mortgage, the
Bonds and the Underwriting Agreement, except to the extent that
the validity or perfection of the lien of the Mortgage, or
remedies thereunder, are governed by the laws of a jurisdiction
other than the State of New York, except, with respect to
enforcement of the Mortgage, as the same may be limited by the
laws of the State of Arkansas affecting the remedies for the
enforcement of the security provided for therein, which laws do
not, in our opinion, make inadequate remedies necessary for the
realization of the benefits of such security.
3. There are no authorizations, approvals, consents or
orders of any governmental authority in the State of Arkansas
(other than in connection or compliance with the provisions of
the securities or "blue sky" laws as to which no opinion is
expressed herein) legally required for the execution, delivery
and performance by the Company of the Underwriting Agreement or
to permit the issuance and sale by the Company of the Bonds
pursuant to the Underwriting Agreement.
4. Substantially all physical properties located in
the State of Arkansas (other than those expressly excepted) which
have been or hereafter may be acquired by the Company have been
or, upon such acquisition, will become subject to the lien of the
Mortgage, subject, however, to Excepted Encumbrances (as defined
in the Mortgage) and to liens, defects, and encumbrances, if any,
existing or placed thereon at the time of the acquisition thereof
by the Company and except as limited by bankruptcy law.
5. The Company has good and sufficient legal right,
title and interest in and to the Mortgaged and Pledged Property
(as defined in the Mortgage) located in the State of Arkansas
free and clear of any lien or encumbrance except for the lien of
the Mortgage and for Excepted Encumbrances (as defined in the
Mortgage), and except for minor defects and encumbrances
customarily found in physical properties of like size and
character which do not, in our opinion, materially impair the use
of such properties affected thereby in the conduct of the
business of the Company. Our opinion in the first sentence of
this paragraph 5 is subject to the following:
We have, with your consent, performed the following
procedures and relied upon the following:
(a) a Limited Title Search performed by Independence
County Abstract Company, Inc., covering the period from September
10, 1981 to July , 1994; (b) a review by Independence County
Abstract Company, Inc. of the Grantor/Grantee indices of volumes
in the real estate records of Independence County, Arkansas in
which transactions that would affect the Company's title to its
property located in such County would be recorded; (c) a review
of the Plaintiff/Defendant indices of official records of the
Circuit Court and Chancery Court of Independence County, Arkansas
and of the United States District Court for the Eastern District
of the State of Arkansas, in each case for civil suits currently
pending therein; and (d) a certificate of the Secretary of State
of the State of Arkansas reflecting the results of a search of
the records maintained by such official pursuant to Act 375 of
the Acts of Arkansas of 1965 (the Arkansas Transmitting Utility
Act).
6. The description of the Mortgaged and Pledged
Property (as defined in the Mortgage) which is located in the
State of Arkansas, as set forth in the Mortgage, is adequate to
constitute a lien on such Mortgaged and Pledged Property. The
recording of the Mortgage among the land records in the office of
the Circuit Clerk of Independence County, Arkansas, which
recording will be duly effected, and the filing of Uniform
Commercial Code financing statements covering the personal
property and fixtures described in the Mortgage subject to the
lien thereof in the office of the Secretary of State of the State
of Arkansas, which filing will be duly effected, are the only
recordings, filings, re-recordings or refilings required by
Arkansas law in order to protect and maintain the lien of the
Mortgage on any Arkansas property described therein and subject
thereto.
We are members of the Arkansas Bar, and we express no
opinion on the laws of any jurisdiction other than the State of
Arkansas.
The opinion set forth above is solely for the benefit
of the addressees of this letter in connection with the
Underwriting Agreement and the transactions contemplated
thereunder and may not be relied upon in any manner by any other
person or for any other purpose, without our prior written
consent, except that Winthrop, Stimson, Putnam & Roberts and Reid
& Priest may rely on this opinion as to all matters of Arkansas
law.
Sincerely,
FRIDAY, ELDREDGE & CLARK
<PAGE>
EXHIBIT C
[LETTERHEAD OF REID & PRIEST]
July __, 1994
Bear Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
With reference to the issuance and sale by Mississippi
Power & Light Company (the "Company") to you, pursuant to the
agreement effective July __, 1994 (the "Underwriting Agreement"),
between the Company and you, of $25,000,000 in aggregate
principal amount of its General and Refunding Mortgage Bonds, __%
Series due _________ __, ____ (the "Bonds"), issued under the
Company's Mortgage and Deed of Trust, dated as of February 1,
1988, as supplemented by all indentures supplemental thereto, the
latest such supplement being the Ninth Supplemental Indenture
dated as of July __, 1994 (the Mortgage and Deed of Trust as so
supplemented being hereinafter called the "Mortgage"), we advise
you that we are of counsel to the Company and in that capacity
have participated in the preparation of or have examined and are
familiar with (1) the Mortgage; (2) the First 1992 Registration
Statement, the Second 1992 Registration Statement, the
Registration Statement and the Prospectus filed under the
Securities Act of 1933, as amended (the "Act"); (3) the
Underwriting Agreement; and (4) the application-declaration, and
all amendments thereto, filed by the Company with the Securities
and Exchange Commission ("Commission") under the Public Utility
Holding Company Act of 1935, as amended (the "1935 Act"), with
respect to the issuance and sale of the Bonds (such application-
declaration, as amended by all such amendments, being hereinafter
referred to as the "Application-Declaration"). This opinion is
rendered to you at the request of the Company.
We have participated in the preparation of or reviewed
the corporate proceedings with respect to the issuance and sale
of the Bonds. We have also examined such other documents and
satisfied ourselves as to such other matters as we have deemed
necessary to enable us to render this opinion. In such
examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals,
and the conformity to originals of the documents submitted to us
as certified or photostatic copies. We have not examined the
Bonds, except a specimen thereof, and we have relied upon a
certificate of Bank of Montreal Trust Company as to the
authentication and delivery thereof. Capitalized terms used
herein and not otherwise defined have the meanings ascribed to
such terms in the Underwriting Agreement.
Based upon the foregoing, and subject to the foregoing
and to the further exceptions and qualifications set forth below,
we are of the opinion that:
(1) The Mortgage has been duly and validly authorized
by all necessary corporate action on the part of the Company, has
been duly and validly executed and delivered by the Company, is a
legal, valid and binding instrument enforceable against the
Company in accordance with its terms, except (i) as the same may
be limited by the laws of the States of Mississippi, Arkansas and
Wyoming, where the property covered thereby is located, affecting
the remedies for the enforcement of the security provided for
therein, and (ii) as limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws
affecting enforcement of mortgagees' and other creditors' rights
and general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law)
and is qualified under the Trust Indenture Act of 1939, as
amended (the "TIA"), and no proceedings to suspend such
qualification have been instituted or, to our knowledge,
threatened by the Commission.
(2) The Bonds are legal, valid and binding obligations
of the Company enforceable in accordance with their terms, except
as limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting enforcement of
mortgagees' and other creditors' rights and by general equitable
principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law), and are entitled
to the benefit of the security purported to be afforded by the
Mortgage.
(3) The statements made in the Prospectus under the
captions "Description of the New G&R Bonds," insofar as they
purport to constitute summaries of the documents referred to
therein, constitute accurate summaries of the terms of such
documents in all material respects.
(4) The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(5) Except as to the financial statements and other
financial or statistical data included or incorporated by
reference therein, upon which we do not pass, the First 1992
Registration Statement, the Second 1992 Registration Statement
and the Registration Statement, at the respective times of their
effectiveness, and the Prospectus, at the time first filed with
the Commission pursuant to Rule 424 under the Act, complied as to
form in all material respects with the applicable requirements of
the Act and (except with respect to the parts of the Second 1992
Registration Statement and the Registration Statement that
constitute the statements of eligibility of the Trustees under
the Mortgage, upon which we are not passing) the TIA, and the
applicable instructions, rules and regulations of the Commission
thereunder or pursuant to said instructions, rules and
regulations are deemed to comply therewith; and, with respect to
the documents or portions thereof filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and incorporated by reference in the Prospectus
pursuant to Item 12 of Form S-3, such documents or portions
thereof, on the date first filed with the Commission, complied as
to form in all material respects with the applicable provisions
of the Exchange Act, and the applicable instructions, rules and
regulations of the Commission thereunder or pursuant to said
instructions, rules and regulations are deemed to comply
therewith; the First 1992 Registration Statement, the Second 1992
Registration Statement and the Registration Statement have become
and are effective under the Act; and, to the best of our
knowledge, no stop order suspending the effectiveness of the
First 1992 Registration Statement, the Second 1992 Registration
Statement or the Registration Statement has been issued and no
proceedings for a stop order with respect thereto are pending or
threatened under Section 8(d) of the Act.
(6) An appropriate order has been entered by the
Commission under the 1935 Act granting and permitting to become
effective the Application-Declaration with respect to the
issuance and sale of the Bonds; to the best of our knowledge,
said order is in full force and effect; such order is sufficient
to authorize the issuance and sale of the Bonds by the Company
pursuant to the Underwriting Agreement; and no further approval,
authorization, consent or other order of any governmental body
(other than in connection or compliance with the provisions of
the securities or "blue sky" laws of any jurisdiction) is legally
required to permit the issuance and sale of the Bonds by the
Company pursuant to the Underwriting Agreement.
In passing upon the forms of the First 1992
Registration Statement, the Second 1992 Registration Statement,
the Registration Statement and the Prospectus, we necessarily
assume the correctness, completeness and fairness of the
statements made by the Company and information contained or
incorporated by reference in the First 1992 Registration
Statement, the Second 1992 Registration Statement, the
Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in Paragraph 3 above. In connection with
the preparation by the Company of the First 1992 Registration
Statement, the Second 1992 Registration Statement, the
Registration Statement and the Prospectus, we have had
discussions with certain of the Company's officers and
representatives, with other counsel for the Company, with the
independent certified public accountants of the Company who
audited or reviewed the financial statements included or
incorporated by reference in the First 1992 Registration
Statement, the Second 1992 Registration Statement, and the
Registration Statement, and with your representatives. Our
review of the First 1992 Registration Statement, the Second 1992
Registration Statement, the Registration Statement and the
Prospectus and our discussions did not disclose to us any
information which gives us reason to believe that the First 1992
Registration Statement, the Second 1992 Registration Statement or
the Registration Statement, at the Effective Date, contained an
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading or that the Prospectus, at
the time first filed with the Commission pursuant to Rule 424
under the Act and at the date hereof, contained or contains an
untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading. We do not express any opinion or belief as
to the financial statements or other financial or statistical
data contained or incorporated by reference in the First 1992
Registration Statement, the Second 1992 Registration Statement,
the Registration Statement or the Prospectus or as to the parts
of the Second 1992 Registration Statement and the Registration
Statement that constitute the statements of eligibility of the
Trustees under the Mortgage.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of any other state. As to
all matters of Mississippi and Wyoming law, we have relied upon
the opinion of even date herewith addressed to you by Wise Carter
Child & Caraway, Professional Association, of Jackson,
Mississippi, the Company's General Counsel, and as to all matters
of Arkansas law, we have relied upon the opinion of even date
herewith addressed to you by Friday, Eldredge & Clark, special
Arkansas counsel to the Company. We have not examined into and
are not passing upon matters relating to incorporation of the
Company, titles to property, franchises or the lien of the
Mortgage.
The opinion set forth above is solely for the benefit
of the addressee of this letter in connection with the
Underwriting Agreement and the transactions contemplated
thereunder and may not be relied upon in any manner by any other
person or for any other purpose, without our prior written
consent, except that Wise Carter Child & Caraway, Professional
Association, may rely on this opinion as to all matters of New
York law in rendering its opinion required to be delivered under
the Underwriting Agreement.
Very truly yours,
REID & PRIEST
<PAGE>
EXHIBIT D
[LETTERHEAD OF WINTHROP, STIMSON, PUTNAM & ROBERTS]
July __, 1994
Bear Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
We have acted as counsel for you as the underwriter of
$25,000,000 principal amount of General and Refunding Mortgage
Bonds, % Series due __________ __, ____ (the "Bonds"), issued
by Mississippi Power & Light Company (the "Company") under the
Company's Mortgage and Deed of Trust, dated as of February 1,
1988, as heretofore amended and supplemented by all indentures
amendatory thereof and supplemental thereto, including the Ninth
Supplemental Indenture dated as of July __, 1994 (said Mortgage
and Deed of Trust as so amended and supplemented being
hereinafter referred to as the "Mortgage"), pursuant to the
agreement between you and the Company effective July __, 1994
(the "Underwriting Agreement").
We are members of the New York bar and, for purposes of
this opinion, do not hold ourselves out as experts on the laws of
any jurisdiction other than the State of New York and the United
States of America. We have, with your consent, relied upon an
opinion of even date herewith addressed to you by Wise Carter
Child & Caraway, Professional Association, of Jackson,
Mississippi, General Counsel for the Company, as to the matters
covered in such opinion relating to Mississippi and Wyoming law,
and an opinion of Friday, Eldredge & Clark, special Arkansas
counsel to the Company, as to the matters covered in such opinion
relating to Arkansas law. We have reviewed said opinions and
believe that they are satisfactory. We have also reviewed the
opinion of Reid & Priest required by Section 7(d) of the
Underwriting Agreement, and we believe said opinion to be
satisfactory.
We have also examined such documents and satisfied
ourselves as to such other matters as we have deemed necessary in
order to enable us to express this opinion. As to various
questions of fact material to this opinion, we have relied upon
representations of the Company and statements in the First 1992
Registration Statement, the Second 1992 Registration Statement
and the Registration Statement hereinafter mentioned. In such
examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals,
and the conformity to the originals of the documents submitted to
us as certified or photostatic copies. We have not examined the
Bonds, except specimens thereof, and we have relied upon a
certificate of Bank of Montreal Trust Company as to the
authentication and delivery thereof. We have not examined into,
and are expressing no opinion or belief as to matters relating
to, incorporation of the Company, titles to property, franchises
or the lien of the Mortgage. Capitalized terms used herein and
not otherwise defined have the meanings ascribed to such terms in
the Underwriting Agreement.
Subject to the foregoing and to the further exceptions
and qualifications set forth below, we are of the opinion that:
(1) The Mortgage has been duly and validly authorized
by all necessary corporate action on the part of the Company, has
been duly and validly executed and delivered by the Company, is a
valid and binding instrument enforceable against the Company in
accordance with its terms, except (i) as the same may be limited
by the laws of the States of Mississippi, Arkansas and Wyoming,
where the property covered thereby is located, affecting the
remedies for the enforcement of the security provided for therein
and (ii) as the same may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws
affecting enforcement of mortgagees' and other creditors' rights
and general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law)
and is qualified under the Trust Indenture Act of 1939, as
amended (the "TIA"), and no proceedings to suspend such
qualification have been instituted or, to our knowledge,
threatened by the Securities and Exchange Commission (the
"Commission").
(2) The Bonds are legal, valid and binding obligations
of the Company enforceable in accordance with their terms, except
as limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting enforcement of
mortgagees' and other creditors' rights and by general equitable
principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law), and are entitled
to the benefit of the security purported to be afforded by the
Mortgage.
(3) The statements made in the Prospectus under the
captions "Description of the New G&R Bonds," insofar as they
purport to constitute summaries of the documents referred to
therein, constitute accurate summaries of the terms of such
documents in all material respects.
(4) The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(5) An appropriate order has been entered by the
Commission under the Public Utility Holding Company Act of 1935,
as amended, granting and permitting to become effective the
Application-Declaration, as amended, filed by the Company with
respect to the issuance and sale of the Bonds; to the best of our
knowledge, said order is in full force and effect; such order is
sufficient to authorize the issuance and sale of the Bonds by the
Company pursuant to the Underwriting Agreement; and no further
approval, authorization, consent or other order of any
governmental body (other than in connection or compliance with
the provisions of the securities or "blue sky" laws of any
jurisdiction) is legally required to permit the issuance and sale
of the Bonds by the Company pursuant to the Underwriting
Agreement.
(6) Except in each case as to the financial statements
and other financial or statistical data included or incorporated
by reference therein, upon which we do not pass, the First 1992
Registration Statement, the Second 1992 Registration Statement
and the Registration Statement, at the respective times of
effectiveness, and the Prospectus, at the time first filed with
the Commission pursuant to Rule 424 under the Securities Act of
1933, as amended (the "Securities Act"), complied as to form in
all material respects with the applicable requirements of the
Securities Act and (except with respect to the parts of the
Second 1992 Registration Statement and the Registration Statement
that constitute the statements of eligibility of the Trustees
under the Mortgage, upon which we are not passing) the TIA, and
the applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions, rules and
regulations are deemed to comply therewith; and, with respect to
the documents or portions thereof filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and incorporated by reference in the Prospectus
pursuant to Item 12 of Form S-3, such documents or portions
thereof, on the date first filed with the Commission, complied as
to form in all material respects with the applicable provisions
of the Exchange Act, and the applicable instructions, rules and
regulations of the Commission thereunder or pursuant to said
instructions, rules and regulations are deemed to comply
therewith; the First 1992 Registration Statement, the Second 1992
Registration Statement and the Registration Statement have become
and are effective under the Securities Act; and, to the best of
our knowledge, no stop order suspending the effectiveness of the
First 1992 Registration Statement, the Second 1992 Registration
Statement or the Registration Statement has been issued and no
proceedings for a stop order with respect thereto are pending or
threatened under Section 8(d) of the Securities Act.
In passing upon the forms of the First 1992
Registration Statement, the Second 1992 Registration Statement,
the Registration Statement and the Prospectus, we necessarily
assume the correctness, completeness and fairness of the
statements made by the Company and information included or
incorporated by reference in the First 1992 Registration
Statement, the Second 1992 Registration Statement, the
Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in paragraph 3 above. In connection with
the preparation by the Company of the First 1992 Registration
Statement, the Second 1992 Registration Statement, the
Registration Statement and the Prospectus, we have had
discussions with certain of the Company's officers and
representatives, with counsel for the Company, the independent
certified public accountants of the Company who audited or
reviewed the financial statements included or incorporated by
reference in the First 1992 Registration Statement, the Second
1992 Registration Statement, and the Registration Statement, and
with your representatives. Our review of the First 1992
Registration Statement, the Second 1992 Registration Statement,
the Registration Statement and the Prospectus and our discussions
did not disclose to us any information that gives us reason to
believe that the First 1992 Registration Statement, the Second
1992 Registration Statement or the Registration Statement, at the
Effective Date, contained an untrue statement of a material fact
or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or
that the Prospectus, at the time first filed with the Commission
pursuant to Rule 424 under the Securities Act and at the date
hereof, contained or contains an untrue statement of a material
fact or omitted or omits to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. We do
not express any opinion or belief as to the financial statements
or other financial or statistical data included or incorporated
by reference in the First 1992 Registration Statement, the Second
1992 Registration Statement, the Registration Statement or the
Prospectus or as to the parts of the Second 1992 Registration
Statement and the Registration Statement that constitute the
statements of eligibility of the Trustees under the Mortgage..
This opinion is solely for the benefit of the addressee
hereof in connection with the Underwriting Agreement and the
transactions contemplated thereunder and may not be relied upon
in any manner by any other person or for any other purpose,
without our prior written consent.
Very truly yours,
WINTHROP, STIMSON, PUTNAM & ROBERTS
<PAGE>
EXHIBIT E
ITEMS PURSUANT TO SECTION 7(f)(iv) OF THE
UNDERWRITING AGREEMENT FOR INCLUSION IN
LETTER OF THE ACCOUNTANTS REFERRED TO THEREIN
Caption Pages Items
FORM 10-Q FOR THE
QUARTERLY PERIOD
ENDED MARCH 31,
1994:
SELECTED OPERATING 29 The amounts of operating
RESULTS revenues by source for
the three month periods
ended March 31, 1994 and
1993.
CAPITAL AND 55 The amounts of G&R Bonds
REFINANCING or preferred stock
REQUIREMENTS AND issuable by the Company
CAPITAL RESOURCES at March 31, 1994 based
upon the most
restrictive applicable
test.
MANAGEMENT'S 59 and 60 The amount, included in
FINANCIAL DISCUSSION the second paragraph,
AND ANALYSIS - representing the
RESULTS OF decrease in net income
OPERATIONS MP&L - as a result of excluding
Net Income the effect of
implementing SFAS
109 and the change in
accounting
principle for unbilled
revenues.
EARNINGS RATIOS OF 76 and 77 The unaudited ratios of
SYSTEM OPERATING earnings to fixed
COMPANIES AND SYSTEM charges of the Company
ENERGY (Table of for each of the five
Ratios of Earnings years in the period
to Fixed Charges) ended December 31, 1993
and the twelve-month
period ended March 31,
1994 and compliance with
the requirements of Item
503(d) of Regulation
S-K.
