UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
CERTIFICATE PURSUANT TO RULE 24
In the Matter of
ENTERGY MISSISSIPPI, INC.
File No. 70-8719
(Public Utility Holding Company Act of 1935)
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 Entergy
Mississippi, Inc. ("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 January 30, 1996.
On June 17, 1997 the Company issued and sold, by
competitive bid, to Bear, Stearns & Co. Inc., as underwriter, $65
million in aggregate principal amount of the Company's General
and Refunding Mortgage Bonds, 6 7/8% Series due June 1, 2002
("Bonds"), issued pursuant to the Eleventh Supplemental Indenture
to the Company's Mortgage and Deed of Trust, as supplemented.
Attached hereto and incorporated by reference are:
Exhibit A-2(a) Execution form of Eleventh Supplemental
Indenture relating to the Bonds.
Exhibit B-1(a) Letter to prospective purchasers
relating to proposals for the purchase
of the Bonds.
Exhibit B-2(a) Execution form of Underwriting Agreement
relating to the Bonds.
Exhibit C-3(a) 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).
<PAGE>
Exhibit F-1(a) Post-effective opinion of Wise Carter
Child & Caraway, Professional
Association, General Counsel for the
Company.
Exhibit F-2(a) Post-effective opinion of Reid & Priest,
LLP counsel for the Company.
<PAGE>
IN WITNESS WHEREOF, Entergy Mississippi, Inc. has
caused this certificate to be executed this 27th day of June,
1997.
ENTERGY MISSISSIPPI, INC.
By: /s/William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
ENTERGY MISSISSIPPI, INC.
(formerly, Mississippi Power & Light Company)
to
BANK OF MONTREAL TRUST COMPANY
and
MARK F. MCLAUGHLIN,
(successor to Z. George Klodnicki)
As Trustees under
Entergy Mississippi Inc.'s
Mortgage and Deed of Trust, dated as of February 1, 1988
ELEVENTH SUPPLEMENTAL INDENTURE
Providing among other things for
General and Refunding Mortgage Bonds
6 7/8% Series due 2002
________________
Dated as of June 1, 1997
Prepared by Entergy Services, Inc.
<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 Eleventh Supplemental
Indenture 6
Section 1.04. Number and Gender 6
ARTICLE II
THE SIXTEENTH SERIES
Section 2.01. Bonds of the Sixteenth Series 7
Section 2.02. Optional Redemption of Bonds of the Sixteenth
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
<PAGE>
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Acceptance of Trusts 10
Section 4.02. Effect of Eleventh 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 Sixteenth Series
<PAGE>
ELEVENTH SUPPLEMENTAL INDENTURE
ELEVENTH SUPPLEMENTAL INDENTURE, dated as of June 1,
1997, between ENTERGY MISSISSIPPI, INC. (formerly, 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, its Ninth Supplemental
Indenture, dated as of July 1, 1994, and its Tenth Supplemental
Indenture, dated as of April 1, 1995, 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:
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<TABLE>
<CAPTION>
Principal Principal
Series Amount Amount
Issued Outstanding
<S> <C> <C>
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 12,6000,000 None
11.11% Series due July 15, 1994 18,000,000 None
11.14% Series due July 15, 1995 10,000,000 None
11.18% Series due July 15, 1996 26,000,000 None
11.20% Series due July 15, 1997 46,000,000 46,000,000
9.90% Series due April 1, 1994 30,000,000 None
5.95% Series due October 15, 1995 15,000,000 None
6.95% Series due July 15, 1997 50,000,000 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
8.80% Series due April 1, 2005 80,000,000 80,000,000
</TABLE>
; and
WHEREAS, Section 19.04 of the Original Indenture
provides, among other things, that any power, privilege or right
expressly or implied 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 Eleventh
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 ELEVENTH SUPPLEMENTAL INDENTURE
WITNESSETH: That the Company, in consideration of the premises
and of Ten Dollars ($10) to it duly paid by the Trustees at or
before the unsealing and delivery of these presents, the receipt
<PAGE>
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.
<PAGE>
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
<PAGE>
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:
<PAGE>
BLANK
<PAGE>
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.01. Terms From the Original Indenture. All
defined terms used in this Eleventh 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
Eleventh Supplemental Indenture, the following defined terms
shall have the respective meanings specified unless the context
clearly requires otherwise:
The term "Adjusted Treasury Rate" shall mean, with
respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for such redemption date, plus
0.125%.
The term "Business Day" shall mean any day other than a
Saturday or a Sunday or a day on which banking institutions in
the City of New York are authorized or required by law or
executive order to remain closed or a day on which the Corporate
Trust Office of the Trustee is closed for business.
The term "Comparable Treasury Issue" shall mean the
United States Treasury security selected by a Quotation Agent as
having a maturity comparable to the remaining term of the Bonds
of the Sixteenth Series that would be utilized, at the time of
the selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Bonds of the
Sixteenth Series.
The term "Comparable Treasury Price" shall mean, with
respect to any redemption date, (i) the average of the bid and
asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) on the third
Business Day preceding such redemption date, as set forth in the
daily statistical release (or any successor release) published by
the Federal Reserve Bank of New York and designated "Composite
3:30 p.m. Quotations for U.S. Government Securities" or (ii) if
such release (or any successor release) is not published or does
not contain such prices on such Business Day, (A) the average of
the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations or (B) if the Corporate Trustee
obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer
Quotations.
The term "Original Indenture" shall have the meaning
specified in the first paragraph hereof.
<PAGE>
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 "Quotation Agent" shall mean one of the
Reference Treasury Dealers appointed by the Corporate Trustee
after consultation with the Company.
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 "Reference Treasury Dealer" shall mean Bear,
Stears & Co., Solomon Brothers, Inc. and Goldman, Sachs & Co.,
and its successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer
or any other Primary Treasury Dealer selected by the Corporate
Trustee after consultation with the Company.
The term "Reference Treasury Dealer Quotations" shall
mean, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Corporate
Trustee, of the bid and asked prices for the Treasury
Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Corporate Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third Business Day
preceding such redemption date.
The term "Remaining Schedule Payments" shall mean, with
respect to any Bond of the Sixteenth Series, the remaining
scheduled payments of the principal thereof to be redeemed and
interest thereon that would be due after the related redemption
date but for such redemption; provided, however, that, if such
redemption date is not an interest payment date with respect to
such Bonds of the Sixteenth Series, the amount of the next
succeeding scheduled interest payment thereon will be reduced by
the amount of interest accrued thereon to such redemption date.
The term "Sixteenth Series" shall have the meaning
specified in Section 2.01.
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 Eleventh 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 Eleventh Supplemental Indenture, and the words "herein",
"hereof", "hereby", "hereunder" and words of similar import refer
to this Eleventh Supplemental Indenture as a whole and not to any
particular Article, Section or other subdivision hereof or to the
<PAGE>
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.
<PAGE>
ARTICLE II
THE SIXTEENTH SERIES
Section 2.01. Bonds of the Sixteenth Series. There
shall be a series of bonds designated as the 6 7/8 % Series due
June 1, 2002. (herein sometimes referred to as the "Sixteenth
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 Sixteenth Series shall be substantially in the form of
Exhibit A hereto. Bonds of the Sixteenth Series shall mature on
June 1, 2002 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 Sixteenth Series shall bear interest at
the rate of six and seven eighths per centum ( 6 7/8%) per annum
(except as hereinafter provided), payable semi-annually on June 1
and December 1. of each year, and at maturity, the first interest
payment to be made on December 1, 1997 for the period from June
1, 1997 to December 1, 1997; 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 Sixteenth 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 Sixteenth Series shall bear interest (before and
after judgment) at the rate of six and seven eighths per centum
(6 7/8%) per annum. Interest on the bonds of the Sixteenth
Series shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. Interest on the bonds of the
Sixteenth 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
Sixteenth 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
Sixteenth Series. Bonds of the Sixteenth 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 equal to the greater of (i)
100% of the principal amount of the Bonds of the Sixteenth Series
to be redeemed plus accrued interest to the date fixed for
redemption or(ii) as determined by a Quotation Agent, the sum of
the present values of the Remaining Scheduled Payments of
principal and interest thereon discounted to the redemption date
on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus, in
each case, accrued interest thereon to the redemption date.
<PAGE>
Section 2.03. Transfer and Exchange. (a) At the
option of the registered owner, any bonds of the Sixteenth
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 Sixteenth 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
Sixteenth 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 Sixteenth Series.
Section 2.04. Dating of Bonds and Interest Payments.
(a) Each bond of the Sixteenth 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 Sixteenth Series dated
prior to December 1, 1997, shall bear interest from June 1, 1997;
and provided, further, that if any bond of the Sixteenth 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
Sixteenth 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 June 1, 1997 if no interest shall have been paid on the
bonds of the Sixteenth Series.
(b) Notwithstanding the foregoing, bonds of the
Sixteenth Series shall be dated so that the Person in whose name
any bond of the Sixteenth Series is registered at the close of
business on any record date for the Sixteenth 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 Sixteenth Series are registered on the
day immediately preceding the date of payment of such defaulted
interest. The term "record date for the Sixteenth 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
<PAGE>
COVENANTS
Section 3.01. Maintenance of Paying Agent. So long as
any bonds of the Sixteenth 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
Sixteenth 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 Sixteenth 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 (other than any dividend declared by the Company on or before
March 31, 1997) 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, 1997 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, 1997 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, 1997.
<PAGE>
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 Eleventh Supplemental Indenture.
Section 3.06. Preconsent to Modification of Rights
under Sections 3.04 and 3.05. The Holders of the bonds of the
Sixteenth 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 Eleventh 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
<PAGE>
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 Eleventh 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 Eleventh 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 Eleventh Supplemental Indenture.
Section 4.02. Effect of Eleventh 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
Eleventh 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
Eleventh 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 Sixteenth 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 Sixteenth 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 Sixteenth 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 Eleventh Supplemental Indenture and
the table of contents shall not be deemed to be any part hereof.
Section 4.05. Counterparts. This Eleventh
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.
<PAGE>
Section 4.06. Governing Law. The internal laws of the
State of New York shall govern this Eleventh Supplemental
Indenture and the bonds of the Sixteenth 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, ENTERGY MISSISSIPPI, INC. has
caused its corporate name to be hereunto affixed, and this
instrument to be signed and sealed by its Chairman of the Board,
Chief Executive Officer, President or one of its Vice Presidents,
and its corporate seal to be attested by its Secretary or one of
its Assistant Secretaries for and in its behalf, and BANK OF
MONTREAL TRUST COMPANY has caused its corporate name to be
hereunto affixed, and this instrument to be signed and sealed by
one of its Vice Presidents or Assistant Vice Presidents and its
corporate seal to be attested by one of its Assistant Vice
Presidents or Assistant Secretaries, and MARK F. MCLAUGHLIN has
hereunto set his hand and affixed his seal, all as of the day and
year first above written.
ENTERGY MISSISSIPPI, INC.
By:
William J. Regan, Jr.
Vice President and Treasurer
Attest:
__________________________
Christopher T. Screen
Assistant Secretary
<PAGE>
BANK OF MONTREAL TRUST COMPANY
As Trustee
By:
Attest:
_____________________________
___________________________[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 William J. Regan, Jr., as Vice President and Treasurer and
and Christopher T. Screen, as Assistant Secretary of ENTERGY
MISSISSIPPI, INC., who acknowledged that they signed, attached
the corporate seal of the corporation thereto and delivered the
foregoing instrument on the day and year therein stated, by the
authority and as the act and deed of the corporation.
On the 13th day of June, before me, personally came
William J. Regan, Jr., known to me, who, being by me duly sworn,
did depose and say that he resides at 104 English Turn, New
Orleans, Louisiana 70131; that he is the Vice President and
Treasurer of ENTERGY MISSISSIPPI, INC., the corporation described
in and which executed the above instrument; that he knows the
seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation, and that he
signed his name thereto by like order.
Given under my hand and seal this 13th day of June,
1997.
_________________________________
Denise C. Redmann
Notary Public
Parish of Orleans, State of
Louisiana
My Commission is Issued for Life
<PAGE>
STATE OF NEW YORK ) ss.:
COUNTY OF NEW YORK )
Personally appeared before me, the undersigned
authority in and for the aforesaid County and State, the within
named , as , and , as
of BANK OF MONTREAL TRUST COMPANY, who acknowledged
that they signed, attached the corporate seal of the corporation
thereto and delivered the foregoing instrument on the day and
year therein stated, by the authority and as the act and deed of
the corporation.
On the _____ day of June 1997, before me personally
came to me known, who, being by me duly sworn, did
depose and say that he/she resides at ; that he/she is
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
he/she signed his/her name thereto by like order.
Given under my hand and seal this _____ day of June, 1997.
_________________________________
Notary Public, State of New York
No.
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 June, 1997, 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 June, 1997.
_________________________________
Notary Public, State of New York
No.
Qualified in New York County
Commission Expires __________
<PAGE>
EXHIBIT A
[FORM OF BOND OF SIXTEENTH SERIES]
(See legend at the end of this bond for
restrictions on transferability and change of form)
GENERAL AND REFUNDING MORTGAGE BOND
Series due June 1, 2002
No. ______ $65,000,000
ENTERGY MISSISSIPPI, INC., (formerly, Mississippi Power
& Light Company) a corporation duly organized and validly
existing under the laws of the State of Mississippi (hereinafter
called the Company), for value received, hereby promises to pay
to ___________________ or registered assigns, at the office or
agency of the Company in New York, New York, the principal sum of
$65,000,000 on June 1, 2002 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 June 1, 1997,
if the date of this bond is prior to December 1, 1997 or, if the
date of this bond is on or after December 1, 1997, from the June
1 or December 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 six and seven eighths per centum
(6 7/8%) per annum in like coin or currency on June 1 and
December 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 seven and seven eighths per centum (7 7/8%) 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.
<PAGE>
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, 6 7/8% Series due
June 1, 2002 (herein called bonds of the Sixteenth 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 Sixteenth 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
<PAGE>
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 $1000.00 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 as
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, Entergy Mississippi, Inc. has
caused this bond to be signed in its corporate name by its
Chairman of the Board, Chief Executive Officer, President or one
of its Vice Presidents by his signature or a facsimile thereof,
and its corporate seal to be impressed or imprinted hereon and
attested by its Secretary or one of its Assistant Secretaries by
his signature or a facsimile thereof.
Dated:
ENTERGY MISSISSIPPI, INC.
By: s/s/William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Attest:
Christopher T. Screen
Assistant Secretary
<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).
ENTERGY MISSISSIPPI, INC.
-------------------
PROSPECTIVE PURCHASER'S QUESTIONNAIRE
RELATING TO THE PURCHASE OF GENERAL AND REFUNDING MORTGAGE BONDS
Entergy Mississippi, Inc.
639 Loyola Ave.
New Orleans, Louisiana
Dear Sirs:
In connection with the proposed offering at one time or from time to
time by Entergy Mississippi, Inc. (the "Company") of aggregate principal amount
of its General and Refunding Mortgage Bonds ("Bonds"), and for use in the
Registration Statement ("Registration Statement") relating to the Bonds or any
related prospectus, including any supplements thereto ("Prospectus"), the
undersigned, as a prospective purchaser for all or a portion of the Bonds,
advises that:
1. Our name, as it should appear in the Prospectus, and
our address are as follows:
2. Except as indicated below, (1) neither we nor any of
our directors, officers, partners or controlling persons have a
material relationship or affiliation with the Company or with Entergy
Corporation (parent of the Company); (2) we are not an "affiliate", as
defined in Rule 0-2 under the Trust Indenture Act of 1939, as amended,
of Bank of Montreal Trust Company or of Mark F. McLaughlin who are
Trustees under the Company's Mortgage and Deed of Trust, dated as of
February 1, 1988, as supplemented; neither of the foregoing, nor any
one of the directors or executive officers of Bank of Montreal Trust
Company, is a director, officer, partner, employee, appointee or
representative of ours; and Bank of Montreal Trust Company is not a
record holder of any securities issued by us; (3) we and our
directors, executive officers and partners, taken as a group, did not
own beneficially, as of the first day of the month next preceding the
date hereof, more than one percent of the capital stock of Bank of
Montreal Trust Company; (4) we (if a corporation) do not have
outstanding, nor have we assumed or guaranteed, any securities issued
otherwise than in our present corporate name; (5) we are not a
"holding company", or an "affiliate" or a "subsidiary company" of a
"public-utility company" or "holding company", each as defined in the
Public Utility Holding Company Act of 1935, as amended; (6) our
commitment to purchase the Bonds would not result in a violation of
the financial responsibility requirements of Rule 15c3-1 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
similar or more comprehensive requirements imposed upon us by any
stock exchange of which we are a member; (7) to the best of our
knowledge, we are not a party to any proceeding being conducted by the
Securities and Exchange Commission (the "SEC") pursuant to any of the
acts administered by it which is required to be disclosed in the
Registration Statement or which would disqualify us from purchasing
the Bonds; (8) in the case of a fixed price reoffering, other than as
to be stated or referred to in any agreement among underwriters, any
selling group agreement or any similar agreement or agreements
relating to any sale of the Bonds, we do not know of any arrangements
for limiting or restricting the sale of the Bonds, for stabilizing or
otherwise artificially affecting the market for the Bonds or any other
securities of the Company, or for withholding commissions or otherwise
holding each underwriter or dealer responsible for the distribution of
his participation in the Bonds, or of any discounts or commissions to
be allowed or paid to dealers; (9) we have not prepared any report or
memorandum for external use in connection with the proposed offering;
and (10) we will not submit or participate, directly or through an
affiliate, in more than one proposal for the purchase of the Bonds
offered at any one time.
(Set forth exceptions, if any, and give details. If an
exception is to be made with respect to material of the type referred
to in clause (9), attach three copies of each item of such material.)
1
<PAGE>
3. The name and address of our Representative(s), if
any, referred to below are as follows:
Our Representative(s), if any, designated by us is (are) hereby
authorized to act on our behalf in all matters relating to a proposal for the
purchase of, or the purchase of, the Bonds, and to appoint on our behalf a
substitute representative or representatives, unless the Company shall have
received, prior to the making of such proposal on behalf of the group of which
we are a member, written notice that we have revoked such authority of such
Representative(s). If there shall be two or more Representatives, the Company
shall be entitled to assume in all matters contemplated hereby that any one of
such Representatives is fully authorized to act on behalf of the
Representatives.
We will notify the Company immediately of any development before the
completion of the offering of the Bonds by the Company which makes untrue or
incomplete any of the above statements. We agree to comply with such prospectus
delivery requirements of Rule 15c2-8 under the Exchange Act as may be
applicable to us, to make a record of any distribution of preliminary
prospectuses and other preliminary information, and, to the extent required by
the SEC, to bring all subsequent changes and amendments to the attention of any
person to whom such preliminary information is given.
Very truly yours,
-----------------------------------------------
(Official name)
By:
--------------------------------------------
(Signature of officer, partner or individual
proprietor, together with title)
Dated: June , 1997
2
<PAGE>
ENTERGY MISSISSIPPI, INC.
June 5, 1997
To prospective purchasers
of the General and Refunding Mortgage Bonds
of Entergy Mississippi, Inc.
Gentlemen:
Entergy Mississippi, Inc. ("Company") expects to issue and sell in one
or more series at one time or from time to time not more than $65,000,000
aggregate principal amount of its General and Refunding Mortgage Bonds
("Bonds"). The Company will receive proposals for the purchase of all or such
portion of the Bonds as may be designated by the Company to prospective
purchasers.
Enclosed please find copies of a draft prospectus supplement to the
prospectus dated October 14, 1993 ("Prospectus") relating to the Bonds, a
questionnaire to be used in furnishing certain information to the Company and
an Underwriting Agreement for use in submitting a proposal. You may obtain
copies of the registration statement relating to the Bonds and of the documents
incorporated by reference in the Prospectus by contacting Ann G. Roy, Esq. of
Entergy Services, Inc., 639 Loyola Ave., New Orleans, Louisiana 70113
(telephone number (504) 576-5841).
The Company will give notice ("Notice") to two or more of the
following: Bear, Stearns & Co. Inc.; J.C. Bradford & Co.; Chase Securities
Inc.; Citicorp Securities, Inc.; C.S. First Boston; Doley Securities, Inc.;
Donaldson, Lufkin & Jenrette; A.G. Edwards & Sons, Inc.; Goldman, Sachs & Co.;
HSBC Securities, Inc.; Legg Mason Wood Walker; Lehman Brothers Inc.; Merrill
Lynch & Co.; J.P. Morgan Securities; Morgan Stanley & Co.; PaineWebber, Inc.;
Prudential Securities, Inc.; Salomon Brothers Inc; Morgan Keegan & Company,
Inc.; Smith Barney Inc.; Stephens, Inc. and UBS Securities at least two (2)
hours prior to the time proposals are to be submitted, of (i) the principal
amount of the Bonds being offered, (ii) the date on which such Bonds will be
issued, (iii) the maturity date of such Bonds, (iv) the date from which
interest will accrue, (v) the range within which the price offered to the
Company by the prospective purchasers of the Bonds would be acceptable, (vi)
the date, time and location for the submission of proposals and (vii) the
manner in which proposals are to be submitted. Various basic terms relating to
the Bonds are set forth in Appendix A hereto.
Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza, New York,
New York 10004-1490 (telephone number 212-858-1000), are acting as purchasers'
counsel. Should you wish to discuss the legal aspects of the offering, or the
fees and disbursements of such counsel, please contact David P. Falck, Esq. of
that firm. Such counsel have prepared a preliminary memorandum with respect to
the qualification of the Bonds under the "blue sky" laws of various
jurisdictions. Copies of these memoranda may be obtained from Mr. Falck.
A due diligence call has been scheduled for 11:00 am EDT on June 9,
1997. If you wish to participate in such call, please notify Mr. Falck by 1:00
p.m. EDT on Friday, June 6.
Very truly yours,
ENTERGY MISSISSIPPI, INC.
By: William J. Regan, Jr.
Vice President & Treasurer
1
<PAGE>
APPENDIX A
ENTERGY MISSISSIPPI, INC.
SUMMARY OF TERMS
RELATING TO THE PURCHASE OF GENERAL AND REFUNDING MORTGAGE BONDS OF A
PARTICULAR SERIES
PRINCIPAL AMOUNT . . . . . . . . To be designated by the Company in the
Notice.
DATE OF ISSUANCE . . . . . . . . To be designated by the Company in the
Notice.
DATE OF MATURITY . . . . . . . . To be designated by the Company in the
Notice.
DATE FROM WHICH INTEREST WILL
ACCRUE . . . . . . . . . . . . To be designated by the Company in the
Notice.
INTEREST RATE . . . . . . . . . . The annual interest rate shall be as set
forth in the Underwriting Agreement
submitted by the successful underwriter or
underwriters and shall be a multiple of
0.125% (1/8th of 1%) or a multiple of
0.01% (1/100th of 1%).
DIVIDEND COVENANT . . . . . . . . The Company shall covenant in substance
that, so long as any Bonds of the
Sixteenth Series being offered remain
outstanding, it will not pay any cash
dividends on common stock after a selected
date close to the date of original
issuance of such Bonds of the Sixteenth
Series (other than certain dividends that
may be declared by the Company on or prior
to such selected date) except from credits
to retained earnings after such selected
date plus an amount up to $250 million and
plus such additional amounts as shall be
approved by the Securities and Exchange
Commission.
PRICE TO COMPANY . . . . . . . . The price shall be as set forth in the
Underwriting Agreement submitted by the
successful underwriter or underwriters and
shall be within a range of not more than
five percentage points (as designated by
the Company in the Notice), which range
shall be within 95% and 105% of the
principal amount, plus accrued interest at
the rate set forth in such Underwriting
Agreement.
REDEMPTION PROVISIONS . . . . . . The Bonds 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, as provided in
Section 52 of the Mortgage, mailed at
least 30 days prior to the date fixed for
redemption, at a redemption price equal to
the greater of (i) 100% of the principal
amount of the Bonds of the Sixteenth
Series to be redeemed or (ii) as
determined by a Quotation Agent, the sum
of the present values of the Remaining
Scheduled Payments of principal and
interest thereon discounted to the
redemption date on a semiannual basis
(assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted
Treasury Rate, plus, in each case, accrued
interest thereon to the redemption date.
"Adjusted Treasury Rate" means, with
respect to any redemption date, the rate
per annum equal to the semiannual
equivalent yield to maturity of the
Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue
(expressed as a percentage of its
principal amount) equal to the Comparable
Treasury Price for such redemption date,
plus 0.125%.
A-1
<PAGE>
"Business Day" means any day other than a
Saturday or a Sunday or a day on which
banking institutions in the City of New
York are authorized or required by law or
executive order to remain closed or a day
on which the Corporate Trust Office of the
Trustee is closed for business.
"Comparable Treasury Issue" means the
United States Treasury security selected
by a Quotation Agent as having a maturity
comparable to the remaining term of the
Bonds of the Sixteenth Series that would
be utilized, at the time of selection and
in accordance with customary financial
practice, in pricing new issues of
corporate debt securities of comparable
maturity to the remaining term of the
Bonds of the Sixteenth Series.
"Comparable Treasury Price" means, with
respect to any redemption date, (i) the
average of the bid and asked prices for
the Comparable Treasury Issue (expressed
in each case as a percentage of its
principal amount) on the third Business
Day preceding such redemption date, as set
forth in the daily statistical release (or
any successor release) published by the
Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations
for U.S. Government Securities" or (ii) if
such release (or any successor release) is
not published or does not contain such
prices on such Business Day, (A) the
average of the Reference Treasury Dealer
Quotations for such redemption date, after
excluding the highest and lowest such
Reference Treasury Dealer Quotations or
(B) if the Trustee obtains fewer than
three such Reference Treasury Dealer
Quotations, the average of all such
Reference Treasury Dealer Quotations.
"Quotation Agent" means one of the
Reference Treasury Dealers appointed by
the Trustee after consultation with the
Company.
"Reference Treasury Dealer" means each of
, and , and
each of their respective successors;
provided, however, that if any of the
foregoing shall cease to be a primary U.S.
Government securities dealer in New York
City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another
Primary Treasury Dealer, or any other
Primary Treasury Dealer selected by the
Trustee after consultation with the
Company.
"Reference Treasury Dealer Quotations"
means, with respect to each Reference
Treasury Dealer and any redemption date,
the average, as determined by the Trustee,
of the bid and asked prices for the
Comparable Treasury Issue (expressed in
each case as a percentage of its principal
amount) quoted in writing to the Trustee
by such Reference Treasury at 5:00 p.m. on
the third Business Day preceding such
redemption date.
"Remaining Schedule Payments" means, with
respect to any Bond of the Sixteenth
Series, the remaining scheduled payments
of the principal thereof to be redeemed
and interest thereon that would be due
after the related redemption date but for
such redemption; provided, however, that
if such redemption date is not an interest
payment date with respect to such Bond of
the Sixteenth Series, the amount of the
next succeeding scheduled interest payment
thereon will be reduced by the amount of
interest accrued thereon to such
redemption date.
A-2
<PAGE>
REGISTRATION STATEMENT . . . . . No 33-50507.
MISCELLANEOUS . . . . . . . . . . For further information regarding the
terms of the Bonds, please refer to the
accompanying Prospectus relating to the
Bonds.
The Underwriting Agreement submitted by
the successful underwriter or underwriters
shall, upon acceptance by the Company,
become effective as and constitute the
agreement between the Company and such
underwriter or underwriters covering the
sale and purchase of the Bonds.
A-3
[LETTERHEAD OF WISE CARTER CHILD & CARAWAY]
Exhibit F-1(a)
June 25, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
With respect to (1) the Application-Declaration
(the "Application-Declaration") on Form U-1, as amended
(File No. 70-8719), filed by Entergy Mississippi, Inc. (the
"Company") with the Securities and Exchange Commission (the
"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 $65,000,000 in aggregate principal amount of a
new series of the Company's General and Refunding Mortgage
Bonds; (2) the Commission's order dated January 30, 1996
(the "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 June 17, 1997, of $65,000,000 in aggregate
principal amount of its General and Refunding Mortgage
Bonds, 6 7/8% Series due June 1, 2002 (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.
<PAGE>
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:______________________
Betty Toon Collins
BTC:sm
<PAGE>
New York, New York
June 25, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
With respect to (1) the Application-Declaration (the
"Application-Declaration") on Form U-1, as amended (File No.
70-8719), filed by Entergy Mississippi, Inc. (the "Company")
with the Securities and Exchange Commission (the "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
$65,000,000 in aggregate principal amount of a new series of
the Company's General and Refunding Mortgage Bonds; (2) the
Commission's order dated January 30, 1996 (the "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 June 17, 1997
of $65,000,000 in aggregate principal amount of its General
and Refunding Mortgage Bonds, 6 7/8% Series due June 1, 2002
(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
<PAGE>
(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,
REID & PRIEST LLP
