UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
- --------------------------------------------------------------X
:
In the Matter of : CERTIFICATE PURSUANT TO
: RULE 24
MISSISSIPPI POWER & LIGHT COMPANY :
:
File No. 70-7914 :
:
(Public Utility Holding Company Act of 1935) :
- --------------------------------------------------------------X
This is to certify, pursuant to Rule 24 under the
Public Utility Holding Company Act of 1935, as amended, that the
transactions described below, which were proposed by Mississippi
Power & Light Company ("Company") in its Application-Declaration,
as amended, in the above file, have been carried out in
accordance with the terms and conditions of and for the purposes
represented by said Application-Declaration, as amended, and
pursuant to the order of the Securities and Exchange Commission
with respect thereto dated April 10, 1995.
On April 12, 1995, the Company issued and sold, by
negotiated public offering, to Bear, Stearns & Co. Inc. and
Goldman, Sachs & Co., as underwriters, $80 million in aggregate
principal amount of the Company's General and Refunding Mortgage
Bonds, 8.80% Series due April 1, 2005 ("Bonds"), issued pursuant
to the Tenth Supplemental Indenture to the Company's Mortgage and
Deed of Trust, as supplemented.
Attached hereto and incorporated by reference are:
Exhibit A-2(l) - Execution form of Tenth
Supplemental Indenture relating to the
Bonds.
Exhibit B-2(k) - Execution form of Underwriting
Agreement relating to the Bonds.
Exhibit C-1(f) - Copy of the Prospectus being used
in connection with the sale of the Bonds
(previously filed in Registration No. 33-
50507 and incorporated herein by
reference).
Exhibit F-1(r) - Post-effective opinion of Wise
Carter Child & Caraway, Professional
Association, General Counsel for the
Company.
Exhibit F-2(r) - Post-effective opinion of Reid &
Priest LLP, counsel for the Company.
Exhibit I-1(g) - Computations of earnings coverage
required for issuance of the Bonds under
the Company's Mortgage and Deed of
Trust, as supplemented.
IN WITNESS WHEREOF, Mississippi Power & Light Company
has caused this certificate to be executed this 21st day of
April, 1995.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ Lee W. Randall
Lee W. Randall
Vice President, Chief Accounting
Officer and Assistant Secretary
Exhibit A-2(l)
________________________________________________________________
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
________________________________
TENTH SUPPLEMENTAL INDENTURE
Providing among other things for
General and Refunding Mortgage Bonds
8.80% Series due April 1, 2005
________________
Dated as of April 1, 1995
Prepared by: Wise Carter Child & Caraway
P.O. Box 651
Jackson, Mississippi 39205
(601) 968-5500
________________________________________________________________
<PAGE>
TABLE OF CONTENTS
Page
Parties 1
Recitals 1
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.01. Terms From the Original Indenture 6
Section 1.02. Certain Defined Terms 6
Section 1.03. References Are to Tenth Supplemental Indenture 6
Section 1.04. Number and Gender 6
ARTICLE II
THE FIFTEENTH SERIES
Section 2.01. Bonds of the Fifteenth Series 7
Section 2.02. Optional Redemption of Bonds of the Fifteenth
Series 7
Section 2.03. Transfer and Exchange 8
Section 2.04. Dating of Bonds and Interest Payments 9
ARTICLE III
COVENANTS
Section 3.01. Maintenance of Paying Agent 8
Section 3.02. Further Assurances 9
Section 3.03. Limitation on Restricted Payments 9
Section 3.04. Protection of Rate Order 10
Section 3.05. Limitation on Sale, Transfer or Pledge of
Deferred Grand Gulf I Costs 10
Section 3.06. Preconsent to Modification of Rights under
Sections 3.04 and 3.05 10
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Acceptance of Trusts 10
Section 4.02. Effect of Tenth Supplemental Indenture under
Louisiana Law 11
Section 4.03. Record Date 11
Section 4.04. Titles 11
Section 4.05. Counterparts 11
Section 4.06. Governing Law 11
Signatures
Acknowledgments
Exhibit A - Form of Bond of the Fifteenth Series
<PAGE>
TENTH SUPPLEMENTAL INDENTURE
_________________________
TENTH SUPPLEMENTAL INDENTURE, dated as of April 1,
1995, 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, its Eighth Supplemental
Indenture, dated as of November 1, 1993, and its Ninth
Supplemental Indenture, dated as of July 1, 1994, 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 None
8.40% Collateral Series due December 1, 1992 12,600,000 None
11.11% Series due July 15, 1994 18,000,000 None
11.14% Series due July 15, 1995 10,000,000 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 None
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
8.25% Series due July 1, 2004 25,000,000 25,000,000
; 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 Tenth
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 TENTH 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 Tenth 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
Tenth Supplemental Indenture, the following defined terms shall
have the respective meanings specified unless the context clearly
requires otherwise:
The term "Fifteenth 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 Tenth 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 Tenth Supplemental Indenture, and the words "herein",
"hereof", "hereby", "hereunder" and words of similar import refer
to this Tenth 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 FIFTEENTH SERIES
Section 2.01. Bonds of the Fifteenth Series. There
shall be a series of bonds designated as the 8.80% Series due
April 1, 2005, (herein sometimes referred to as the "Fifteenth
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 Fifteenth Series shall be substantially in the form of
Exhibit A hereto. Bonds of the Fifteenth Series shall mature on
April 1, 2005 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 Fifteenth Series shall bear interest at
the rate of eight and eighty one-hundredths per centum (8.80%)
per annum (except as hereinafter provided), payable semi-annually
on April 1 and October 1 of each year, and at maturity, the first
interest payment to be made on October 1, 1995 for the period
from April 1, 1995 to October 1, 1995; 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 Fifteenth 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 Fifteenth Series shall bear interest
(before and after judgment) at the rate of nine and eighty one-
hundredths per centum (9.80%) per annum. Interest on the bonds
of the Fifteenth Series shall be computed on the basis of a 360-
day year consisting of twelve 30-day months. Interest on the
bonds of the Fifteenth 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
Fifteenth 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
Fifteenth Series. (a) Bonds of the Fifteenth Series shall not
be redeemable prior to April 1, 1998. On and after April 1,
1998, bonds of the Fifteenth 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 a
redemption price of 100% of the principal amount plus accrued
interest to the date fixed for redemption.
Section 2.03. Transfer and Exchange. (a) At the
option of the registered owner, any bonds of the Fifteenth
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 Fifteenth 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
Fifteenth 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 Fifteenth Series.
Section 2.04. Dating of Bonds and Interest Payments.
(a) Each bond of the Fifteenth Series shall be dated
as of the date of authentication and shall bear interest from the
last preceding interest payment date to which interest shall have
been paid (unless the date of such bond is an interest payment
date to which interest is paid, in which case from the date of
such bond); provided that each bond of the Fifteenth Series dated
prior to October 1, 1995 shall bear interest from April 1, 1995;
and provided, further, that if any bond of the Fifteenth 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
Fifteenth Series upon which interest is in default, 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 April 1, 1995 if no interest shall have been paid on the
bonds of the Fifteenth Series.
(b) Notwithstanding the foregoing, bonds of the
Fifteenth Series shall be dated so that the Person in whose name
any bond of the Fifteenth Series is registered at the close of
business on any record date for the Fifteenth 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 Fifteenth Series are registered on the
day immediately preceding the date of payment of such defaulted
interest. The term "record date for the Fifteenth 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 Fifteenth 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
Fifteenth 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 Fifteenth 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 March 31, 1995 (other than any dividend declared by the
Company on or before March 31, 1995) 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 March 31, 1995 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 March 31, 1995 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 March 31, 1995.
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 contem
plated by the granting clauses of the 1944 Mortgage as of the
date of this Tenth Supplemental Indenture.
Section 3.06. Preconsent to Modification of Rights
under Sections 3.04 and 3.05. The Holders of the bonds of the
Fifteenth 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 Tenth 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 Tenth 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 Tenth 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 Tenth
Supplemental Indenture.
Section 4.02. Effect of Tenth 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 Tenth
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 Tenth 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 Fifteenth 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 Fifteenth 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 Fifteenth 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 Tenth Supplemental Indenture and
the table of contents shall not be deemed to be any part hereof.
Section 4.05. Counterparts. This Tenth 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 Tenth Supplemental Indenture and the
bonds of the Fifteenth 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:_____________________________
Lee W. Randall
Vice President,
Chief Accounting Officer
and Assistant Secretary
Attest:
__________________________
Christopher T. Screen
Assistant Secretary
<PAGE>
BANK OF MONTREAL TRUST COMPANY
As Trustee
By:_______________________________
Therese Gaballah
Vice President
Attest:
_____________________________
Maryann Luisi
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 Lee W. Randall, as Vice President, Chief Accounting Officer
and Assistant Secretary and Christopher T. Screen, 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 7th day of April, 1995, before me personally
came Lee W. Randall, to me known, who, being by me duly sworn,
did depose and say that he resides at 170 Walnut, New Orleans,
Louisiana 70118; that he is Vice President, Chief Accounting
Officer and Assistant Secretary 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 7th day of April,
1995.
_________________________________
Denise Redmann Krouse
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 Therese Gaballah, as Vice President, and Maryann Luisi, 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 April, 1995, before me personally
came Therese Gaballah, to me known, who, being by me duly sworn,
did depose and say that she resides at 41-26 68th Street,
Woodside, New York, 11377; that she is a Vice President of BANK
OF MONTREAL TRUST COMPANY, the corporation described in and which
executed the above instrument; that she 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 she signed her name
thereto by like order.
Given under my hand and seal this _____ day of April,
1995.
_________________________________
Maureen Radigan
Notary Public, State of New York
No. 31-4971219
Qualified in New York County
Commission Expires __________
<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 April, 1995 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 April,
1995.
_________________________________
Maureen Radigan
Notary Public, State of New York
No. 31-4971219
Qualified in New York County
Commission Expires __________
<PAGE>
EXHIBIT A
[FORM OF BOND OF FIFTEENTH SERIES]
(See legend at the end of this bond for
restrictions on transferability and change of form)
GENERAL AND REFUNDING MORTGAGE BOND
8.80% Series due April 1, 2005
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 April 1, 2005 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 April 1, 1995, if the date of this bond is prior to October
1, 1995 or, if the date of this bond is on or after October 1,
1995, from the April 1 or October 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 eight and eighty
one-hundredths per centum (8.80%) per annum in like coin or
currency on October 1 and April 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 nine and eighty one-hundredths
per centum (9.80%) 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, 8.80% Series due
April 1, 2005 (herein called bonds of the Fifteenth 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 Fifteenth 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.
<PAGE>
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:
<PAGE>
[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(K)
MISSISSIPPI POWER & LIGHT COMPANY
$80,000,000
General and Refunding Mortgage Bonds
8.80% Series due April 1, 2005
UNDERWRITING AGREEMENT
April 5, 1995
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
c/o 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 severally to you, as underwriters (the "Underwriters," which
term, when the context permits shall also include any
underwriters substituted as hereinafter in Section 11 provided)
an aggregate of $80,000,000 principal amount of the Company's
General and Refunding Mortgage Bonds, 8.80% Series due April 1,
2005 (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
issue and sell to each of the Underwriters, and each Underwriter
shall purchase from the Company, at the time and place herein
specified, severally and not jointly, the respective principal
amounts of the Bonds set forth opposite the name of such
Underwriter in Schedule I attached hereto at 99.35% of the
principal amount of the Bonds plus accrued interest thereon from
April 1, 1995, 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 Tenth Supplemental Indenture, dated as of
April 1, 1995 (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 and the Supplemental
Indenture shall have the terms and provisions described in the
Prospectus hereinafter referred to, provided that subsequent to
the date hereof and prior to the Closing Date (as defined herein)
the form of the Supplemental Indenture may be amended by mutual
agreement between the Company and the Underwriters.
SECTION 3. Representations and Warranties of the
Company. The Company represents and warrants to the several
Underwriters 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
par value and/or principal amount of $260,000,000 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, 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "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 (a
"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 the Underwriters and to Winthrop, Stimson,
Putnam & Roberts ("Counsel for the Underwriters"), 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 (as defined herein), 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 any Underwriter 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 the
Underwriters that they propose to make a public offering of their
respective portions of the Bonds as soon after the time of
effectiveness of this Underwriting Agreement as in their judgment
is advisable. The Company is further advised by the Underwriters
that the Bonds will be offered to the public at the initial
public offering price specified in the Prospectus Supplement plus
accrued interest thereon from April 1, 1995 to the Closing Date
(as defined herein).
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 LLP, 40 West 57th
Street, New York, New York, at 10:00 A.M., New York time, on
April 12, 1995, or at such other time on the same or such other
day as shall be agreed upon by the Company and Bear, Stearns &
Co. Inc., or as may be established in accordance with Section 11
herein. The hour and date of such delivery and payment are
herein called the "Closing Date".
The Bonds shall be delivered to the Underwriters in
book-entry form through the facilities of The Depository Trust
Company in New York, New York. The certificates for the Bonds
shall be in the form of one or more typewritten bonds in fully
registered form, in the aggregate principal amount of the Bonds,
and registered in the name of Cede & Co., as nominee of The
Depository Trust Company. The Company agrees to make the Bonds
available to the Underwriters 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 among the
Underwriters and the Company, or at such other time and/or date
as may be agreed upon among the Underwriters and the Company.
SECTION 6. Covenants of the Company. The Company
covenants and agrees with the several Underwriters that:
(a) Not later than the Closing Date, the Company will
deliver to the Underwriters 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 the Underwriters as
many copies of the Prospectus (and any amendments or
supplements thereto) as the Underwriters 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 Bear,
Stearns & Co. Inc. 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 the Underwriters 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 the Underwriters 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
the Underwriters 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 the activities of the
Underwriters (in which case the Underwriters 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 the
Underwriters 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 the Underwriters 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 the Underwriters 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. (the "NASD") 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 expenses of the Underwriters, except that, if this
Underwriting Agreement shall be terminated in accordance
with the provisions of Section 7, 8 or 12, the Company will
reimburse the Underwriters for (i) the fees and expenses of
Counsel for the Underwriters, whose fees and expenses the
Underwriters 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
the Underwriters for damages on account of loss of
anticipated profits.
(h) The Company will not sell any additional General
and Refunding Mortgage Bonds without the consent of the
Underwriters 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 the Underwriters. The
Underwriters 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 the Underwriters a supplemental opinion of Wise Carter
Child & Caraway, Professional Association, addressed to the
Underwriters, stating that all such recordings,
registrations and filings have been made.
SECTION 7. Conditions of Underwriters' Obligations.
The obligations of the Underwriters 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 of any certificates
furnished by 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 the Underwriters.
(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 the
knowledge of the Company or the Underwriters, threatened by,
the Commission on the Closing Date; and the Underwriters
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, the Underwriters 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 LLP, 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 the
Underwriters with the approval of Counsel for the
Underwriters, and (ii) if the Prospectus shall be
supplemented after being furnished to the Underwriters for
use in offering the Bonds, with changes therein to reflect
such supplementation.
(e) At the Closing Date, the Underwriters shall have
received from Counsel for the Underwriters, 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, the Underwriters shall have received
from Coopers & Lybrand L.L.P., the Company's independent
certified public accountants (the "Accountants"), a letter
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) if applicable, 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, 1994 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 the purposes of the
Underwriters), nothing has come to their attention which
caused them to believe that, to the extent applicable, (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, 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, 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, and found them to be in
agreement.
(g) At the Closing Date, the Underwriters 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) The Underwriters shall have received duly executed
counterparts of the Supplemental Indenture.
(i) At the Closing Date, the Underwriters shall have
received from the Accountants a letter, 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 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 Ratings Group 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 the reasonable opinion of
the Underwriters, 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 Underwriters.
(n) The Company will furnish the Underwriters 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 the Underwriters 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 the Underwriters.
(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 Bear, Stearns &
Co. Inc., 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
harmless each Underwriter and each person who controls each
Underwriter 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 Underwriter 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 such Underwriter 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 the benefit of any Underwriter or to the benefit of any person
controlling any Underwriter 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 any Underwriter 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 such Underwriter 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) Each Underwriter 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 such Underwriter 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 its reasonable judgment),
which firm (or firms), in the case of any of the Underwriters
being the indemnified party, shall be designated in writing by
Bear, Stearns & Co. Inc. 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 the Underwriters 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 the Underwriters 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 the Underwriters 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 the
Underwriters, 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 the Underwriters 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 any of the Underwriters and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company and the Underwriters 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), no
Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Bonds
underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such
Underwriter has 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. The Underwriters' obligations
to contribute pursuant to this Section 9(d) are several in
proportion to their respective underwriting obligations and not
joint.
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 any Underwriter or by or on
behalf of 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. Default of Underwriters. If either
Underwriter shall fail or refuse (otherwise than for some reason
sufficient to justify, in accordance with the terms hereof, the
cancellation or termination of its obligations hereunder) to
purchase and pay for the principal amount of Bonds which it has
agreed to purchase and pay for hereunder, and the aggregate
principal amount of Bonds which such defaulting Underwriter
agreed but failed or refused to purchase is not more than one-
tenth of the aggregate principal amount of the Bonds, the other
Underwriter shall be obligated to purchase the Bonds which such
defaulting Underwriter agreed but failed or refused to purchase;
provided that in no event shall the principal amount of Bonds
which any Underwriter has agreed to purchase pursuant to Schedule
I hereof be increased pursuant to this Section 11 by an amount in
excess of one-ninth of such principal amount of Bonds without the
written consent of such Underwriter. If any Underwriter shall
fail or refuse to purchase Bonds and the aggregate principal
amount of Bonds with respect to which such default occurs is more
than one-tenth of the aggregate principal amount of the Bonds,
the Company shall have the right (a) to require the non-
defaulting Underwriter to purchase and pay for the respective
principal amount of Bonds that it had severally agreed to
purchase hereunder, and, in addition, the principal amount of
Bonds that the defaulting Underwriter shall have so failed to
purchase up to a principal amount thereof equal to one-ninth of
the respective principal amount of Bonds that such non-defaulting
Underwriter had otherwise agreed to purchase hereunder, and/or
(b) to procure one or more others, members of the NASD (or, if
not members of the NASD, who are foreign banks, dealers or
institutions not registered under the Exchange Act and who agree
in making sales to comply with the NASD's Rules of Fair
Practice), to purchase, upon the terms herein set forth, the
principal amount of Bonds that such defaulting Underwriter had
agreed to purchase, or that portion thereof that the remaining
Underwriter shall not be obligated to purchase pursuant to the
foregoing clause (a). In the event the Company shall exercise
its rights under clause (a) and/or (b) above, the Company shall
give written notice thereof to the Underwriters within 24 hours
(excluding any Saturday, Sunday, or legal holiday) of the time
when the Company learns of the failure or refusal of any
Underwriter to purchase and pay for its respective principal
amount of Bonds, and thereupon the Closing Date shall be
postponed for such period, not exceeding three business days, as
the Company shall determine. In the event the Company shall be
entitled to but shall not elect (within the time period specified
above) to exercise its rights under clause (a) and/or (b), the
Company shall be deemed to have elected to terminate this
Underwriting Agreement. In the absence of such election by the
Company, this Underwriting Agreement will, unless otherwise
agreed by the Company and the non-defaulting Underwriter,
terminate without liability on the part of any non-defaulting
party except as otherwise provided in paragraph (g) of Section 6
and in Section 10. Any action taken under this paragraph shall
not relieve any defaulting Underwriter from liability in respect
of its default under this Underwriting Agreement.
SECTION 12. Termination. This Underwriting Agreement
shall be subject to termination by notice given by written notice
from Bear, Stearns & Co. Inc. 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 the judgment of the Underwriters, 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 the reasonable
judgment of the Underwriters, impracticable to market the Bonds.
This Underwriting Agreement shall also be subject to termination,
upon notice by Bear, Stearns & Co. Inc. as provided above, if, in
the judgment of the Underwriters, 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 the activity of any
Underwriter or Underwriters 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 12, 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 13. 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
Bear, Stearns & Co. Inc. This Underwriting Agreement shall inure
to the benefit of each of the Company, the Underwriters and, with
respect to the provisions of Section 9, each director, officer
and other persons 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 the Underwriters.
SECTION 14. Notices. All communications hereunder
shall be in writing and, if to the Underwriters, shall be mailed
or delivered to Bear, Stearns & Co. Inc. (to the attention of its
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.
Very truly yours,
MISSISSIPPI POWER & LIGHT COMPANY
By:
Name:
Title:
Accepted as of the date first above written:
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
By: BEAR, STEARNS & CO. INC.
By:
Name:
Title:
<PAGE>
SCHEDULE I
Mississippi Power & Light Company
$80,000,000
General and Refunding Mortgage Bonds
8.80% Series due April 1, 2005
Name Amount
Bear, Stearns & Co. Inc. $40,000,000
Goldman, Sachs & Co. $40,000,000
___________
Total $80,000,000
<PAGE>
EXHIBIT A
[Letterhead of Wise Carter Child & Caraway]
April __, 1995
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
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 April __, 1995 (the
"Underwriting Agreement"), between the Company and you, of
$80,000,000 in aggregate principal amount of its General and
Refunding Mortgage Bonds, ____% Series due April 1, 2005 (the
"Bonds"), issued pursuant to 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 Tenth Supplemental Indenture
(the "Supplemental Indenture") dated as of April 1, 1995 (the
Mortgage and Deed of Trust as so amended and 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; and (d) the application-declaration, and all
amendments thereto, filed by the Company with the Commission
under 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 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 Trust Indenture Act, 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 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 Trust Indenture 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; and, with
respect to the documents or portions thereof filed with the
Commission pursuant to 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.
(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 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 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 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 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, 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 or as to the information contained in
the Prospectus under the caption "Description of the New G&R
Bonds - Book-Entry G&R Bonds".
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 LLP 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 the Company of Kline & Jenkins, of Cheyenne, Wyoming,
and, in the case of New York law, upon the opinion of even date
herewith of Reid & Priest LLP of New York, New York.
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 Reid & Priest LLP 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]
April __, 1995
WISE CARTER CHILD & CARAWAY
Professional Association
Post Office Box 651
Jackson, Mississippi 39205
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
c/o 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 $80,000,000 in aggregate
principal amount of its General and Refunding Mortgage Bonds,
____% Series due April 1, 2005 (the "Bonds"), pursuant to 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 Tenth
Supplemental Indenture, dated as of April 1, 1995 (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,
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 April __, 1995; (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 LLP may rely on this opinion as to all matters of
Arkansas law.
Sincerely,
FRIDAY, ELDREDGE & CLARK
<PAGE>
EXHIBIT C
[Letterhead of Reid & Priest LLP]
April __, 1995
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
c/o 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 April __, 1995 (the "Underwriting
Agreement"), between the Company and you, of $80,000,000 in
aggregate principal amount of its General and Refunding Mortgage
Bonds, ____% Series due April 1, 2005 (the "Bonds"), issued 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 Tenth
Supplemental Indenture dated as of April 1, 1995 (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; (3) the Underwriting Agreement; and (4)
the application-declaration, and all amendments thereto, filed by
the Company with the Commission under 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, 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 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 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 Trust Indenture 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; and, with respect to the documents or
portions thereof filed with the Commission pursuant to 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.
(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 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, 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 or as to the
information contained in the Prospectus under the caption
"Description of the New G&R Bonds - Book-Entry G&R Bonds".
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 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 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 LLP
<PAGE>
EXHIBIT D
[Letterhead of Winthrop, Stimson, Putnam & Roberts]
April __, 1995
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
We have acted as counsel for you as the several
underwriters of $80,000,000 in aggregate principal amount of
General and Refunding Mortgage Bonds, ____% Series due April 1,
2005 (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 Tenth Supplemental Indenture
dated as of April 1, 1995 (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 April __, 1995 (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, of Little Rock,
Arkansas, 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
LLP 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. 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. 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
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 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,
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) An appropriate order has been entered by the
Commission under the 1935 Act, granting and permitting to become
effective the application-declaration, as amended, filed by the
Company with the Commission under the 1935 Act 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,
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 Trust Indenture 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; and, with respect to the documents or
portions thereof filed with the Commission pursuant to 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, 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 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, 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 or as to the
information contained in the Prospectus under the caption
"Description of the New G&R Bonds - Book-Entry G&R Bonds".
This opinion is solely for the benefit of the
addressees 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-K FOR THE YEAR
ENDED DECEMBER 31,
1994:
MANAGEMENT'S FINANCIAL 251 The amount of additional G&R Bonds
DISCUSSION AND or additional preferred stock
ANALYSIS--LIQUIDITY issuable by the Company as of
AND CAPITAL RESOURCES- December 31, 1994 based upon the
- -MP&L most restrictive applicable tests
and assuming an annual interest or
dividend rate of 9.25%.
SELECTED FINANCIAL 274 The amounts of operating revenues
DATA--FIVE YEAR by source for 1994.
COMPARISON--MP&L
Exhibit F-1(r)
April 12, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
With respect to (1) the Application-Declaration
("Application-Declaration") on Form U-1, as amended (File No. 70-
7914), filed by Mississippi Power & Light Company ("Company")
with the Securities and Exchange Commission ("Commission") under
the Public Utility Holding Company Act of 1935, as amended,
contemplating, among other things, the issuance and sale by the
Company, by negotiated public offering, of $80,000,000 in
aggregate principal amount of a new series of the Company's
General and Refunding Mortgage Bonds; (2) the Commission's order
dated April 10, 1995, ("Order") permitting the Application-
Declaration, as amended, to become effective with respect to the
issuance and sale of said Bonds; and (3) the issuance and sale by
the Company on April 12, 1994, of $80,000,000 in aggregate
principal amount of its General and Refunding Mortgage Bonds,
8.80% Series due April 1, 2005, (the "Bonds"), we advise you that
in our opinion:
(a) the Company is a corporation duly organized and
validly existing under the laws of the State of
Mississippi;
(b) the issuance and sale of the Bonds have been
consummated in accordance with the Application-
Declaration, as amended, and the Order;
(c) all state laws that relate or are applicable to
the sale and issuance of the Bonds (other than so-
called "blue sky" or similar laws, upon which we do not
pass herein) have been complied with;
(d) the Bonds are valid and binding obligations of the
Company in accordance with their terms, except as
limited by bankruptcy, insolvency or other laws
affecting enforcement of mortgagees' and other
creditors' rights; and
(e) the consummation of the issuance and sale of the
Bonds has not violated the legal rights of the holders
of any securities issued by the Company.
In giving this opinion, we have relied, as to matters of New
York law, upon the opinion of Reid & Priest LLP of New York, New
York, which is to be filed as an exhibit to the Certificate
pursuant to Rule 24.
Our consent is hereby given to the use of this opinion as an
exhibit to the Certificate pursuant to Rule 24.
Very truly yours,
WISE CARTER CHILD & CARAWAY
Professional Association
By: /s/ Betty Toon Collins
Betty Toon Collins
Exhibit F-2(r)
[Letterhead of Reid & Priest]
New York, New York
April 12, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
With respect to (1) the Application-Declaration
("Application-Declaration") on Form U-1, as amended (File
No. 70-7914), filed by Mississippi Power & Light Company
("Company") with the Securities and Exchange Commission
("Commission") under the Public Utility Holding Company Act
of 1935, as amended, contemplating, among other things, the
issuance and sale by the Company, by negotiated public
offering, of $80,000,000 in aggregate principal amount of a
new series of the Company's General and Refunding Mortgage
Bonds; (2) the Commission's order dated April 10, 1995
("Order") permitting the Application-Declaration, as
amended, to become effective with respect to the issuance
and sale of said Bonds; and (3) the issuance and sale by the
Company on April 12, 1995 of $80,000,000 in aggregate
principal amount of its General and Refunding Mortgage
Bonds, 8.80% Series due April 1, 2005 (the "Bonds"), we
advise you that in our opinion:
(a) the Company is a corporation duly
organized and validly existing under the laws of
the State of Mississippi;
(b) the issuance and sale of the Bonds have
been consummated in accordance with the
Application-Declaration, as amended, and the
Order;
(c) all state laws that relate or are
applicable to the issuance and sale of the Bonds
(other than so-called "blue sky" or similar laws,
upon which we do not pass herein) have been complied
with;
(d) the Bonds are valid and binding
obligations of the Company in accordance with their
terms except as limited by bankruptcy, insolvency or
other laws affecting enforcement of mortgagees' and
other creditors' rights; and
(e) the consummation of the issuance and sale
of the Bonds has not violated the legal rights of
the holders of any securities issued by the Company
or any associate company thereof.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of any other state. In
giving this opinion, we have relied, as to all matters
governed by the laws of any other state, upon the opinion of
Wise Carter Child & Caraway, Professional Association, of
Jackson, Mississippi, General Counsel for Company, which is to
be filed as an exhibit to the Certificate pursuant to Rule 24.
Our consent is hereby given to the use of this
opinion as an exhibit to the Certificate pursuant to Rule 24.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
Exhibit I-1(g)
NET EARNINGS CERTIFICATE
(Under Sections 1.07, 5.04, 6.01 and 19.05 of
MISSISSIPPI POWER & LIGHT COMPANY'S
Mortgage and Deed of Trust, as supplemented and amended)
The undersigned, Lee W. Randall, being the Vice President and
Chief Accounting Officer of Mississippi Power & Light Company
(hereinafter called the Company), the Company that executed and
delivered to Bank of Montreal Trust Company and Z. George
Klodnicki (Mark F. McLaughlin, successor), as Trustees, its
Mortgage and Deed of Trust, dated as of February 1, 1988, as
supplemented (hereinafter called the Mortgage), and H. Scott
Forbes, the Manager of External Reporting and an accountant of
Entergy Services, Inc., HEREBY CERTIFY as follows:
(A) That the Adjusted Net Earnings of the Company for the period
of 12 consecutive calendar months within the 15 calendar
months immediately preceding the first day of the month in
which the application for the authentication and delivery
under the Mortgage of bonds now applied for is made, viz:
for the 12 consecutive calendar months ended February 28,
1995, were as follows:
(1) Its operating revenues, with the principal
divisions thereof:
Electric $846,426,068.73
(2) Its operating expenses, with the principal
divisions thereof, including, without
limitation, all expenses and accruals
for repairs and maintenance and all
appropriations out of income for property
retirement in respect of all property
owned by the Company:
Power Purchased $229,311,196.80
Regulatory Debits/Credits 107,466,559.00
Other Production and Transmission 186,730,862.37
Distribution 13,151,902.90
Customer Accounts Expense 22,976,363.10
Customer Service 4,332,233.13
Sales Promotion 5,565,522.31
Administrative & General 44,467,346.23
Maintenance & Repairs 43,579,480.32
An amount for retirement of the Mortgaged
and Pledged Property (being the amounts
actually appropriated out of income for
such purposes) $36,686,514.53
Provision for amortization of utility
plant acquisition adjustment $178,200.00
Appropriations out of income for
retirement of other property owned
by Company $165,580.00
Taxes - other than income taxes $44,102,973.42
Gain on disposition allowance ($46,835.41)
Total such operating expenses $738,667,898.70
(3) The amount remaining after deducting
item (2) from item (1) above $107,758,170.03
(4) Its rental revenues (net) not otherwise
included herein $0.00
(5) The sum of items (3) and (4) above $107,758,170.03
(6) Its other income or loss (net) $1,384,886.38
(7) The amount, if any, by which the amount
of other income or loss (net) stated in
item (6) above exceeds, without regard
to whether such net amount constitutes
income or loss, ten per centum (10%) of
the amount stated in item (5) above $0.00
(8) The amount remaining after reducing the
amount stated in item (6) above by the
amount stated in item (7) above $1,384,886.38
(9) The Adjusted Net Earnings of the
Company for said period of 12 consecutive
calendar months ended February 28, 1995
(being the sum of the amounts stated in
items (5) and (8) above) $109,143,056.41
(B) That the Annual Interest Requirements are as follows:
(i) Interest requirements for twelve months
upon all bonds Outstanding under the
Mortgage at the date hereof:
Upon $25,000,000 principal amount of
General and Refunding Bonds, at an
interest rate of 8.25% due 2004 $2,062,500.00
Upon $15,000,000 principal amount of
General and Refunding Bonds, at an
interest rate of 5.95% due 1995 $892,500.00
Upon $10,000,000 principal amount of
General and Refunding Bonds, at an
interest rate of 11.14% due 1995 $1,114,000.00
Upon $26,000,000 principal amount of
General and Refunding Bonds, at an
interest rate of 11.18% due 1996 $2,906,800.00
Upon $46,000,000 principal amount of
General and Refunding Bonds, at an
interest rate of 11.20% due 1997 $5,152,000.00
Upon $50,000,000 principal amount of
General and Refunding Bonds, at an
interest rate of 6.95% due 1997 $3,475,000.00
Upon $125,000,000 principal amount of
General and Refunding Bonds, at an
interest rate of 8.65% due 2023 $10,812,500.00
Upon $60,000,000 principal amount of
General and Refunding Bonds, at an
interest rate of 7.70% due 2023 $4,620,000.00
Upon $65,000,000 principal amount of
General and Refunding Bonds, at an
interest rate of 6.625% due 2003 $4,306,250.00
(ii) Interest requirements for 12 months upon
all bonds now applied for in pending
applications, including the application
in connection with which this Certificate
is made, viz:
Upon $80,000,000 principal amount of
General and Refunding Bonds, at an
interest rate of 8.80% $7,040,000.00
(iii) Interest requirements for twelve months
upon all bonds Outstanding, as therein
defined, at the date hereof under the
Mortgage and Deed of Trust, dated as of
September 1, 1944, as amended and
supplemented, between the Company and
Irving Trust Company and Frederick G.
Herbst (J. A. Vaughn, successor),
as Trustees:
Upon $25,000,000 principal amount of
First Mortgage Bonds, 5 1/8% Series
due 1996 $1,281,250.00
Upon $10,000,000 principal amount of
First Mortgage Bonds, 6 3/8% Series
due 1996 $637,500.00
(iv) The Company has no other indebtedness
outstanding in the hands of the public
on the date hereof and secured by lien
prior to the Lien of the Mortgage, upon
property subject to the Lien of the
Mortgage, which has been assumed by the
Company or on which the Company
customarily pays the interest.
Total Annual Interest Requirements,
being the sum of items B(i)-(iv)
hereof $44,300,300.00
(C) That $109,143,056.41, the Adjusted Net
Earnings of the Company for the twelve
consecutive calendar months ended
February 28, 1995, Item (A)(9) above,
is at least equivalent to twice
$44,300,300, such Annual Interest
Requirements, Item (B) above.
(D) That the persons making this certificate
have read, as required by the provisions
of Section 19.05 of the Mortgage, the
covenants and conditions contained therein
with respect to compliance with which this
Certificate is made and with respect to
the action requested in the accompanying
resolutions;
That the statements made herein are based
either on their own personal knowledge or
on information, data, and reports furnished
to them by the officers, counsel, department
heads or employees of the Company who have
knowledge of the facts involved;
That in the opinion of the persons making
this Certificate, they have made such examination
or investigation as is necessary to enable
them to express an informed opinion as to
whether or not such covenants and conditions
have been complied with; and
That in the opinion of the persons making
this Certificate, such conditions and
covenants and the conditions precedent to
such action (including any covenants
compliance with which constitutes a
condition precedent) have been complied with.
WITNESS our hands on this 11th day of April, 1995.
____________________________________
Lee W. Randall
Vice President and
Chief Accounting Officer
Mississippi Power & Light Company
____________________________________
H. Scott Forbes
Manager, External Reporting and accountant
Entergy Services, Inc.
