File No. 70-7914
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-1
Post-Effective Amendment No. 23 to the
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Mississippi Power & Light Company
P. O. Box 1640
Jackson, MS 39215-1640
(Name of company filing this statement and address
of principal executive offices)
Entergy Corporation
(Name of top registered holding company parent of each
applicant or declarant)
Donald E. Meiners
President
Mississippi Power & Light Company
P. O. Box 1640
Jackson, MS 39215-1640
(Name and address of agent for service)
The Commission is also requested to send copies of any
communications in connection with this matter to:
Steven C. McNeal Henderson Hall, Esq.
Assistant Treasurer Wise Carter Child & Caraway,
Mississippi Power & Light Company Professional Association
P. O. Box 61000 P. O. Box 651
New Orleans, LA 70161 Jackson, MS 39205
John T. Hood, Esq. David P. Falck, Esq.
Reid & Priest LLP Winthrop, Stimson, Putnam & Roberts
40 West 57th Street One Battery Park Plazas
New York, NY 10019 New York, NY 10004
Laurence M. Hamric, Esq.
Denise C. Redmann, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
<PAGE>
Item 1. Description of Proposed Transactions.
Item 1 of the Application-Declaration on Form U-1 in this
proceeding is hereby amended to add the following at the end
thereof:
"As stated in Item 1 of Post-Effective Amendment No. 22
in this proceeding, the Company proposes to issue and sell a
new series of the Company's General and Refunding Mortgage
Bonds ("New G&R Bonds"), to be issued under the proposed
Tenth Supplemental Indenture to the Company's Mortgage, in a
negotiated public offering through Bear, Stearns & Co. Inc.
and Goldman, Sachs & Co., as underwriters ("Underwriters").
The Company has now concluded negotiations with the
Underwriters with respect to the proposed issuance and sale
of the New G&R Bonds and has executed an Underwriting
Agreement, subject to further order of the Commission,
providing for the sale to the Underwriters of the New G&R
Bonds. The New G&R Bonds will be $80,000,000 in aggregate
principal amount and will mature on April 1, 2005. In
accordance with the Underwriting Agreement, the proceeds to
the Company from the issuance and sale of the New G&R Bonds
will be 99.35% of the principal amount thereof (plus accrued
interest from April 1, 1995 to the date of payment for and
delivery of the New G&R Bonds), and the New G&R Bonds will
bear interest at a rate of 8.80% of the principal amount
thereof, resulting in an effective interest cost to the
Company in respect of the New G&R Bonds of 8.90% per annum.
The Underwriters have advised the Company that they propose
to offer all or part of the New G&R Bonds directly to the
public at the public offering price of 100.0% of the
principal amount thereof (plus accrued interest from April
1, 1995 to the date of payment for and delivery of the New
G&R Bonds), resulting in Underwriters' discounts and
commissions of .650% of the principal amount of the New G&R
Bonds. The Underwriters have also advised the Company that
they propose to offer all or part of the New G&R Bonds to
certain dealers at a price which represents a concession of
.40% of the principal amount under the public offering
price, and that the Underwriters may allow and such dealers
may reallow a concession, not in excess of .25% of the
principal amount, to certain other dealers and brokers."
"The New G&R Bonds will not be redeemable for any
purpose prior to April 1, 1998. Thereafter, the New G&R
Bonds will be redeemable, in whole or in part, on 30 days'
notice at a redemption price of 100% of the principal amount
plus accrued interest to the date fixed for redemption."
"Reference is made to Exhibit A-2(k) hereto for further
information on the terms of the New G&R Bonds."
"The Company requests, in accordance with Item 5 of
Post-Effective Amendment No. 22 in this proceeding, that the
Commission issue a further supplemental order herein as soon
as practicable approving the terms and conditions of sale of
the New G&R Bonds and the related fees and expenses and
releasing jurisdiction over the same."
"The net proceeds to be received from the issuance and
sale of the New G&R Bonds will be added to the Company's
general funds and are expected to be used (i) to replace a
portion of the funds used to pay (a) $20,000,000 principal
amount of the Company's 14.95% G&R Bonds that matured on
February 1, 1995 and (b) $20,000,000 principal amount of the
Company's 4.625% First Mortgage Bonds that matured on March
1, 1995, (ii) to pay (a) $10,000,000 principal amount of the
Company's 11.14% G&R Bonds that mature on July 15, 1995 and
(b) $15,000,000 principal amount of the Company's G&R Bonds
that mature on October 15, 1995, and (iii) for general
corporate purposes. Accordingly, none of the proceeds will
be used to invest in an exempt wholesale generator ("EWG")
or foreign utility company ("FUCO"), as defined in
Sections 32 and 33, respectively, of the Holding Company
Act."
"With respect to compliance with Rule 53 under the Act,
Entergy currently meets, and would continue to meet after
giving effect to the transactions proposed herein, all of
the "safe harbor" conditions under such rule. Entergy's
"aggregate investment" in EWGs and FUCOs is approximately
$175.7 million, representing approximately 7.8% of the
Entergy System's consolidated retained earnings as of
December 31, 1994. Furthermore, Entergy has complied with
and will continue to comply with the record keeping
requirements of Rule 53 (a) (2) concerning affiliated EWGs
and FUCOs. In addition, as required by Rule 53 (a) (3), no
more than 2% of the employees of the Entergy System's
domestic public utility subsidiary companies would render
services to affiliated EWGs and FUCOs. Finally, none of the
conditions set forth in Rule 53 (b), under which the
provisions of Rule 53 would not be available, have been
met."
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
A-2(k) Form of Tenth Supplemental Indenture
relating to New G&R Bonds.
F-1(q) Opinion of Wise Carter Child & Caraway,
Professional Association.
F-2(q) Opinion of Reid & Priest.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ Lee W. Randall
Lee W. Randall
Vice President,
Chief Accounting Officer
and Assistant Secretary
Dated: April 5, 1995
Exhibit A-2(k)
_________________________________________________________________
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
_____% 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 9
Section 3.02. Further Assurances 10
Section 3.03. Limitation on Restricted Payments 10
Section 3.04. Protection of Rate Order 10
Section 3.05. Limitation on Sale, Transfer or Pledge of Deferred
Grand Gulf I Costs 11
Section 3.06. Preconsent to Modification of Rights under
Sections 3.04 and 3.05 11
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Acceptance of Trusts 11
Section 4.02. Effect of Tenth Supplemental Indenture under
Louisiana Law 12
Section 4.03. Record Date 12
Section 4.04. Titles 12
Section 4.05. Counterparts 12
Section 4.06. Governing Law 12
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 _____% 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 ____________________ per centum (_____%) per annum
(except as hereinafter provided), payable semi-annually on
October 1 and April 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 ____________________
per centum (_____%) 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 ____ 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 _____ 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
_____% 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 ________________
per centum (_____%) 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 ____________________________ per centum (_____%)
per annum. Interest on this bond shall be computed on the basis
of a 360-day year consisting of twelve 30-day months. Interest
on this bond in respect of a portion of a month shall be
calculated based on the actual number of days elapsed.
The interest so payable on any interest payment date
will, subject to certain exceptions provided in the Mortgage
hereinafter referred to, be paid to the person in whose name this
bond is registered at the close of business (whether or not a
business day) on the day immediately preceding such interest
payment date. At the option of the Company, interest may be paid
by check mailed on or prior to such interest payment date to the
address of the person entitled thereto as such address shall
appear on the register of the Company.
This bond shall not become obligatory until Bank of
Montreal Trust Company, the Trustee under the Mortgage, or its
respective successor thereunder, shall have signed the
authentication certificate endorsed hereon.
This bond is one of a series of bonds of the Company
issuable in series and is one of a duly authorized series known
as its General and Refunding Mortgage Bonds, _____% Series due
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.
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 F-1(q)
[Letterhead of Wise Carter Child & Caraway]
April 5, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
Referring to the Application-Declaration on Form U-1 (File
No. 70-7914), as amended, filed with the Securities and Exchange
Commission under the Public Utility Holding Company Act of 1935,
as amended, by Mississippi Power & Light Company (the "Company")
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 (the "Bonds"), as referred
to and described in the Application-Declaration, as amended, we
advise as follows:
(1) The Company is a corporation duly organized and
validly existing under the laws of the State of Mississippi.
(2) In the event that the proposed transactions are
consummated (i) in accordance with the Application-
Declaration, as amended, and (ii) within the limits
specified in the Company's Mortgage and Deed of Trust, dated
as of February 1, 1988, as supplemented and as proposed to
be further supplemented:
(a) all state laws which relate or are
applicable to the participation by the Company in the
proposed transactions (other than so-called "blue sky"
laws or similar laws, upon which we do not pass herein)
will have been complied with;
(b) the Bonds will be 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
(c) the consummation of the proposed
transactions by the Company will not violate 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 even date herewith of Reid & Priest
of New York, New York, which is to be filed as an exhibit to the
Application-Declaration on Form U-1.
We hereby consent to the use of this opinion as an exhibit
to the Application-Declaration, as amended.
Very truly yours,
WISE CARTER CHILD & CARAWAY,
Professional Association
By: /s/ Betty Toon Collins
Betty Toon Collins
Exhibit F-2(q)
[Letterhead of Reid & Priest LLP]
April 5, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Referring to the Application-Declaration on Form U-1
(File No. 70-7914), as amended, filed with the Securities and
Exchange Commission under the Public Utility Holding Company Act
of 1935, as amended, by Mississippi Power & Light Company (the
"Company") 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 (the "Bonds"), as referred
to and described in the Application-Declaration, as amended, we
advise as follows:
(1) The Company is a corporation duly organized and
validly existing under the laws of the State of Mississippi.
(2) In the event that the proposed transactions
referred to above are consummated (i) in accordance with the
Application-Declaration, as amended and (ii) within the limits
specified in the Company's Mortgage and Deed of Trust, dated as
of February 1, 1988, as supplemented and as proposed to be
further supplemented:
(a) all state laws which relate or are
applicable to the participation by the
Company in said proposed transactions (other
than so-called "blue sky" laws or similar
laws, upon which we do not pass herein) will
have been complied with;
(b) the Bonds will be 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
(c) the consummation of said proposed
transactions by the Company will not violate
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 matters of the laws of
the States of Mississippi and Arkansas, upon the opinion of even
date herewith of Wise Carter Child & Caraway, Professional
Association, of Jackson, Mississippi, General Counsel for the
Company, which is to be filed as an exhibit to the Application-
Declaration on Form U-1.
We hereby consent to the use of this opinion as an
exhibit to the Application-Declaration, as amended.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
