UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
- ---------------------------------------------X
:
In the Matter of :
: CERTIFICATE PURSUANT
ENTERGY MISSISSIPPI, INC. : TO
: RULE 24
File No. 70-8719 :
:
(Public Utility Holding Company Act of 1935):
- ---------------------------------------------X
This is to certify, pursuant to Rule 24 under the
Public Utility Holding Company Act of 1935, as amended, that the
transactions described below, which were proposed by Entergy
Mississippi, Inc. (the "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 April 8, 1998, the Company issued and sold, by
negotiated public offering, to Lehman Brothers Inc., Morgan
Stanley & Co. Incorporated and Salomon Brothers Inc, as
underwriters, $80 million in aggregate principal amount of the
Company's General and Refunding Mortgage Bonds, 6.45% Series due
April 1, 2008 ("Bonds"), issued pursuant to the Twelfth
Supplemental Indenture to the Company's Mortgage and Deed of
Trust, as supplemented.
Attached hereto and incorporated by reference are:
Exhibit A-2(b) - Execution form of Twelfth
Supplemental Indenture relating to the
Bonds.
Exhibit B-2(b) - Execution form of Underwriting
Agreement relating to the Bonds.
Exhibit C-3(b) - Copy of the Prospectus being used
in connection with the sale of the Bonds
(previously filed in Registration No. 33-
50507 and incorporated herein by
reference).
Exhibit F-2(b) - Post-effective opinion of Reid &
Priest LLP, counsel for the Company.
Exhibit F-3(a) - Post-effective opinion of Ann G.
Roy, Esq., Senior Counsel-Corporate and
Securities, Entergy Services, Inc.,
General Counsel for the Company.
IN WITNESS WHEREOF, Entergy Mississippi, Inc. has
caused this certificate to be executed this 16th day of April,
1998.
ENTERGY MISSISSIPPI, INC.
By: /s/ Louis E. Buck
Louis E. Buck
Vice President
and Chief Accounting Officer
Exhibit A-2(b)
________________________________________________________________
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
________________________________
TWELFTH SUPPLEMENTAL INDENTURE
Providing among other things for
General and Refunding Mortgage Bonds
6.45% Series due April 1, 2008
________________
Dated as of April 1, 1998
Prepared by Ann G. Roy
Senior Counsel - Corporate and Securities
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
(504) 576-5841
________________________________________________________________
<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 Twelfth Supplemental Indenture 7
Section 1.04. Number and Gender 8
ARTICLE II
THE SEVENTEENTH SERIES
Section 2.01. Bonds of the Seventeenth Series 8
Section 2.02. Optional Redemption of Bonds of the Seventeenth
Series 9
Section 2.03. Transfer and Exchange 9
Section 2.04. Dating of Bonds and Interest Payments 10
ARTICLE III
COVENANTS
Section 3.01. Maintenance of Paying Agent 10
Section 3.02. Further Assurances 11
Section 3.03. Limitation on Restricted Payments 11
Section 3.04. Protection of Rate Order 12
Section 3.05. Limitation on Sale, Transfer or Pledge of
Deferred Grand Gulf I Costs 12
Section 3.06. Preconsent to Modification of Rights under
Sections 3.04 and 3.05 12
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Acceptance of Trusts 13
Section 4.02. Effect of Twelfth Supplemental Indenture under
Louisiana Law 13
Section 4.03. Record Date 13
Section 4.04. Titles 14
Section 4.05. Counterparts 14
Section 4.06. Governing Law 14
Signatures
Acknowledgments
Exhibit A - Form of Bond of the Seventeenth Series
<PAGE>
TWELFTH SUPPLEMENTAL INDENTURE
_________________________
TWELFTH SUPPLEMENTAL INDENTURE, dated as of April 1,
1998, 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 88 Pine Street, New
York, New York 10005 (tel. 212-701-7653) 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, its Tenth Supplemental
Indenture, dated as of April 1, 1995, and its Eleventh
Supplemental Indenture, dated as of June 1, 1997, 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 None
11.18% Series due July 15, 1996 26,000,000 None
11.20% Series due July 15, 1997 46,000,000 None
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 None
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
6 7/8% Series due June 1, 2002 65,000,000 65,000,000
; and
WHEREAS, Section 19.04 of the Original Indenture
provides, among other things, that any power, privilege or right
expressly or implicitly 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 Twelfth
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 TWELFTH 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
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 anyway 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 anyway 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) unto 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 Twelfth 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
Twelfth 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
semi-annual 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 Seventeenth 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
Seventeenth 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 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.
The term "Person" shall mean any individual,
corporation, partnership, limited liability company, 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 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 Lehman
Brothers Inc., Morgan Stanley & Co. Incorporated, and Salomon
Brothers Inc and 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.
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 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
Dealer at 5:00 p.m. on the third Business Day preceding such
redemption date.
The term "Seventeenth 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 Twelfth 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 Twelfth Supplemental Indenture, and
the words "herein", "hereof", "hereby", "hereunder" and words of
similar import refer to this Twelfth 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 SEVENTEENTH SERIES
Section 2.01. Bonds of the Seventeenth Series. There
shall be a series of bonds designated as the 6.45% Series due
April 1, 2008 (herein sometimes referred to as the "Seventeenth
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 Seventeenth Series shall be substantially in the form of
Exhibit A hereto. Bonds of the Seventeenth Series shall mature
on April 1, 2008 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 Seventeenth Series shall bear
interest at the rate of six and forty-five one hundredths per
centum (6.45%) per annum (except as hereinafter provided),
payable semi-annually on April 1 and October 1 of each year, and
at maturity or earlier redemption, the first interest payment to
be made on October 1, 1998 for the period from April 1, 1998 to
October 1, 1998; the principal of and premium, if any, 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 Seventeenth 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 Seventeenth Series shall
bear interest (before and after judgment) at the rate of seven
and forty-five one hundredths per centum (7.45%) per annum.
Interest on the bonds of the Seventeenth Series shall be computed
on the basis of a 360-day year consisting of twelve 30-day
months. Interest on the bonds of the Seventeenth 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
Seventeenth 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
Seventeenth Series. (a) Bonds of the Seventeenth Series shall be
redeemable, at the option of the Company, in whole, or in part,
at any 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 nor more than 60 days prior to the
date fixed for redemption, (i) prior to April 1, 2003 at a
redemption price equal to the greater of (A) 100% of the
principal amount thereof and (B) as determined by a Quotation
Agent, the sum of the present values of (x) the product of the
principal amount of the bonds of the Seventeenth Series called
for redemption multiplied by the general redemption price which
would apply to a redemption of the bonds of the Seventeenth
Series on April 1, 2003 and (y) the remaining scheduled interest
payments on such principal amount from the redemption date
through April 1, 2003, such present value to be determined on a
semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) and using the Adjusted Treasury Rate as the
discount rate or (ii) on or after April 1, 2003, at the following
general redemption prices:
General
Redemption
Year Price (%)
If redeemed during the 12-month period ending March 31,
2004 102.06
2005 101.37
2006 100.68
2007 100.00
2008 100.00
in the case of clauses (i) and (ii) above, plus accrued
interest thereon to the redemption date. With respect
to clause (i) above, if such redemption date is not an
interest payment date, the amount of the next
succeeding scheduled interest payment thereon will be
reduced by the amount of interest accrued thereon to
such redemption date.
(b) Bonds of the Seventeenth Series shall also be redeemable in
whole or in part, at any time prior to maturity, upon like
notice, by the application (either at the option of the Company
or pursuant to the requirements of the Original Indenture) of
cash delivered to or deposited with the Trustee pursuant to the
provisions of Sections 9.05 and 11.06 of the Original Indenture,
at the special redemption price of 100%, expressed as a
percentage of the principal amount of the bonds to be redeemed,
together with 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 Seventeenth
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 Seventeenth 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
Seventeenth 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 Seventeenth Series.
Section 2.04. Dating of Bonds and Interest Payments.
(a) Each bond of the Seventeenth 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 Seventeenth
Series dated prior to October 1, 1998, shall bear interest from
April 1, 1998; and provided, further, that if any bond of the
Seventeenth 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 Seventeenth 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, 1998 if no interest shall
have been paid on the bonds of the Seventeenth Series.
(b) Notwithstanding the foregoing, bonds of the
Seventeenth Series shall be dated so that the Person in whose
name any bond of the Seventeenth Series is registered at the
close of business on any record date for the Seventeenth 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 have defaulted 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 Seventeenth Series are
registered on the day immediately preceding the date of payment
of such defaulted interest. The term "record date for the
Seventeenth 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 Seventeenth 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 and premium, if any, 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 aggregate principal amount of the
bonds of the Seventeenth 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 Seventeenth 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, 1998 (other than any dividend declared by the
Company on or before March 31, 1998) 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, 1998 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, 1998 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, 1998.
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 Twelfth Supplemental Indenture.
Section 3.06. Preconsent to Modification of Rights
under Sections 3.04 and 3.05. The Holders of the bonds of the
Seventeenth 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 Twelfth 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 Twelfth 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 Twelfth 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 Twelfth Supplemental Indenture.
Section 4.02. Effect of Twelfth 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 Twelfth
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 Twelfth
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 the bonds of the Seventeenth 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 Seventeenth 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 Seventeenth 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 Twelfth Supplemental Indenture and
the table of contents shall not be deemed to be any part hereof.
Section 4.05. Counterparts. This Twelfth 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 internal laws of the
State of New York shall govern this Twelfth Supplemental
Indenture and the bonds of the Seventeenth 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.
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:
Louis E. Buck
Vice President, Chief Accounting Officer
and Assistant Secretary
Attest:
__________________________
Christopher T. Screen
Assistant Secretary
BANK OF MONTREAL TRUST COMPANY
as Trustee
By:
Therese Gaballah
Vice President
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 Louis
E. Buck, Vice President, Chief Accounting Officer
and Assistant Secretary and Christopher T. Screen, 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 3rd day of April, before me personally came Louis
E. Buck, to be known to me, who, being by me duly sworn, did
depose and say that he resides at 6030 South Robertson, New
Orleans, Louisiana 70118; that he is the Vice President, Chief
Accounting Officer and Assistant Secretary 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 3rd day of April,
1998.
_________________________________
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 , 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 April 1998, before me personally
came to me known, who, being by me duly sworn, did
depose and say that she resides at 146-03 27th Avenue,
Whitestone, New York 11354; 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,
1998.
_________________________________
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 April, 1998, 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,
1998.
_________________________________
Notary Public, State of New York
No.
Qualified in New York County
Commission Expires __________
<PAGE>
EXHIBIT A
[FORM OF BOND OF SEVENTEENTH SERIES]
(See legend at the end of this bond for
restrictions on transferability and change of form)
GENERAL AND REFUNDING MORTGAGE BOND
6.45% Series due April 1, 2008
No. R-1 CUSIP______
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 $_______
on April 1, 2008 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, 1998, if the date of this
bond is prior to October 1, 1998 or, if the date of this bond is
on or after October 1, 1998, from the April 1 or October 1
immediately 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 forty-five one hundredths (6.45%)
per annum in like coin or currency on April 1 and October 1 in
each year and at maturity or earlier redemption, 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 forty-five one hundredths per
centum (7.45%) 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 or successors 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, 6.45% Series due
April 1, 2008 (herein called bonds of the Seventeenth 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 Seventeenth 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 $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.
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 or her 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:_________________________________
Louis E. Buck
Title: Vice President, Chief Accounting Officer
and Assistant Secretary
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
<PAGE>
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 _________,
or such other name as requested by an authorized representative
of the Depositary and any amount payable thereunder is made
payable to _______, 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, ________, 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).
Financial Guaranty Insurance Policy No. FG0281BE (the
"Policy") with respect to payments due for principal of and
interest on this bond has been issued by Ambac Assurance
Corporation ("Ambac Assurance"). The Policy has been delivered
to the United States Trust Company of New York, New York, New
York, as the Insurance Trustee under said Policy and will be held
by such Insurance Trustee or any successor insurance trustee.
The Policy is on file and available for inspection at the
principal office of the Insurance Trustee and a copy thereof may
be secured from Ambac Assurance or the Insurance Trustee. All
payments required to be made under the Policy shall be made in
accordance with the provisions thereof. The owner of this bond
acknowledges and consents to the subrogation rights of Ambac
Assurance as more fully set forth in the Policy.
Exhibit B-2(b)
Entergy Mississippi, Inc.
$80,000,000
General and Refunding Mortgage Bonds
6.45% Series due April 1, 2008
March 31, 1998
Lehman Brothers Inc.
Morgan Stanley & Co. Incorporated
Salomon Brothers Inc
c/o Lehman Brothers Inc.
3 World Financial Center
New York, NY 10285
The undersigned, Entergy Mississippi, Inc., a Mississippi
corporation (the "Company"), proposes to issue, and sell
severally to you, as underwriters (the "Underwriters," which
term, when the context permits, shall also include any
underwriters substituted as hereinafter in Section 11 provided)
an aggregate of $80,000,000 principal amount of the Company's
General and Refunding Mortgage Bonds, 6.45% Series due April 1,
2008 (the "Bonds"), as follows:
SECTION 1. Purchase and Sale. On the basis of the
representations and warranties herein contained, and subject to
the terms and conditions herein set forth, the Company shall
issue and sell to each of the Underwriters, and each Underwriter
shall purchase from the Company, at the time and place herein
specified, severally and not jointly, the principal amount of the
Bonds set forth opposite the name of such Underwriter in
Schedule I attached hereto at 98.379% of the principal amount of
the Bonds plus accrued interest at the rate of 6.45% from April
1, 1998 to the Closing Date (as defined herein).
SECTION 2. Description of Bonds. The Bonds shall be issued
under and pursuant to the Company's Mortgage and Deed of Trust,
dated as of February 1, 1988, with Bank of Montreal Trust
Company, as Corporate Trustee, and Mark F. McLaughlin (successor
to Z. George Klodnicki), as Co-Trustee (the "Co-Trustee" and,
together with the Corporate Trustee, the "Trustees"), as
heretofore amended and supplemented by all indentures amendatory
thereof and supplemental thereto, including the Twelfth
Supplemental Indenture, dated as of April 1, 1998 (the
"Supplemental Indenture"). Said Mortgage and Deed of Trust as so
amended and supplemented is hereinafter referred to as the
"Mortgage." Payment of principal of and interest on the Bonds
when due will be guaranteed by a financial guaranty insurance
policy in substantially the form of Appendix A to the Prospectus
Supplement (as defined herein) (the "Financial Guaranty Insurance
Policy") to be issued by Ambac Assurance Corporation ("Ambac")
simultaneously with the delivery of the Bonds. The Bonds and the
Supplemental Indenture shall have the terms and provisions
described in the Prospectus (as defined herein), provided that
subsequent to the date hereof and prior to the Closing Date the
form of the Supplemental Indenture may be amended by mutual
agreement between the Company and the Underwriters.
SECTION 3. Representations and Warranties of the Company.
The Company represents and warrants to the several Underwriters,
and covenants and agrees with the several Underwriters, that:
(a) The Company is duly organized and validly existing
as a corporation in good standing under the laws of the
State of Mississippi and has the necessary corporate power
and authority to conduct the business that it is described
in the Prospectus as conducting and to own and operate the
properties owned and operated by it in such business and is
in good standing and duly qualified to conduct such business
as a foreign corporation in the state of Arkansas.
(b) The Company has filed with the Securities and
Exchange Commission (the "Commission") a registration
statement on Form S-3 (File No. 33-50507) for the
registration of $282,500,000 aggregate par value and/or
aggregate principal amount of the Company's Preferred Stock,
Cumulative, $100 Par Value (the "Preferred Stock") and/or
the Company's General and Refunding Mortgage Bonds (the
"General and Refunding Mortgage Bonds") under the Securities
Act of 1933 (the "Securities Act") and such registration
statement has become effective. Before giving effect to the
issuance and sale of the Bonds, $115,000,000 aggregate par
value and/or aggregate principal amount of Preferred Stock
and/or General and Refunding Mortgage Bonds remains unsold
under such registration statement. The Company qualifies
for use of Form S-3 for the registration of the Bonds and
the Bonds are registered under the Securities Act. The
combined prospectus forming a part of such registration
statement and relating, pursuant to Rule 429 under the
Securities Act, to $350,000,000 aggregate par value and/or
aggregate principal amount of Preferred Stock and/or General
and Refunding Mortgage Bonds, including the Bonds, at the
time such registration statement (or the most recent
amendment thereto filed prior to the time of effectiveness
of this Underwriting Agreement) became effective, including
all documents incorporated by reference therein at that time
pursuant to Item 12 of Form S-3, is hereinafter referred to
as the "Basic Prospectus." In the event that (i) the Basic
Prospectus shall have been amended, revised or supplemented
(but excluding any supplements to the Basic Prospectus
relating solely to General and Refunding Mortgage Bonds
other than the Bonds or relating solely to shares of
Preferred Stock) prior to the time of effectiveness of this
Underwriting Agreement, including without limitation by any
preliminary prospectus supplement relating to the Bonds, or
(ii) the Company shall have filed documents pursuant to
Section 13, 14 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") after the time such registration
statement (or the most recent amendment thereto filed prior
to the time of effectiveness of this Underwriting Agreement)
became effective and prior to the time of effectiveness of
this Underwriting Agreement (but excluding documents
incorporated therein by reference relating solely to General
and Refunding Mortgage Bonds other than the Bonds or
relating solely to shares of Preferred Stock), which are
incorporated or deemed to be incorporated by reference in
the Basic Prospectus pursuant to Item 12 of Form S-3, the
term "Basic Prospectus" as used herein shall also mean such
prospectus as so amended, revised or supplemented and
reflecting such incorporation by reference. Such
registration statement, in the form in which it became
effective and as it may have been amended by all amendments
thereto as of the time of effectiveness of this Underwriting
Agreement (including, for these purposes, as an amendment
any document incorporated or deemed to be incorporated by
reference in the Basic Prospectus), and the Basic Prospectus
as it shall be supplemented to reflect the terms of the
offering and sale of the Bonds by a prospectus supplement (a
"Prospectus Supplement") to be filed with the Commission
pursuant to Rule 424(b) under the Securities Act ("Rule
424(b)"), are hereinafter referred to as the "Registration
Statement" and the "Prospectus," respectively.
(c) (i) After the time of effectiveness of this
Underwriting Agreement and during the time specified in
Section 6(d), the Company will not file any amendment to the
Registration Statement or any supplement to the Prospectus
(except any amendment or supplement relating solely to
General and Refunding Mortgage Bonds other than the Bonds or
relating solely to shares of Preferred Stock), and (ii)
between the time of effectiveness of this Underwriting
Agreement and the Closing Date, the Company will not file
any document that is to be incorporated by reference in, or
any supplement to, the Basic Prospectus, in either case,
without prior notice to the Underwriters and to Winthrop,
Stimson, Putnam & Roberts ("Counsel for the Underwriters"),
or any such amendment or supplement to which said Counsel
shall reasonably object on legal grounds in writing. For
purposes of this Underwriting Agreement, any document that
is filed with the Commission after the time of effectiveness
of this Underwriting Agreement and incorporated or deemed to
be incorporated by reference in the Prospectus (except
documents incorporated by reference relating solely to
General and Refunding Mortgage Bonds other than the Bonds or
relating solely to shares of Preferred Stock) pursuant to
Item 12 of Form S-3 shall be deemed a supplement to the
Prospectus.
(d) The Registration Statement, at the Effective Date
(as defined below) and the Mortgage, at such time, fully
complied, and the Prospectus, when delivered to the
Underwriters for their use in making confirmations of sales
of the Bonds and at the Closing Date, as it may then be
amended or supplemented, will fully comply, in all material
respects with the applicable provisions of the Securities
Act, the Trust Indenture Act of 1939 (the "Trust Indenture
Act") and the rules and regulations of the Commission
thereunder or pursuant to said rules and regulations did or
will be deemed to comply therewith. The documents
incorporated or deemed to be incorporated by reference in
the Prospectus pursuant to Item 12 of Form S-3, on the date
filed with the Commission pursuant to the Exchange Act,
fully complied or will fully comply in all material respects
with the applicable provisions of the Exchange Act and the
rules and regulations of the Commission thereunder or
pursuant to said rules and regulations did or will be deemed
to comply therewith. On the later of (i) the date the
Registration Statement was declared effective by the
Commission under the Securities Act and (ii) the date that
the Company's most recent Annual Report on Form 10-K was
filed with the Commission under the Exchange Act (such date
is hereinafter referred to as the "Effective Date"), the
Registration Statement did not, and on the date that any
post-effective amendment to the Registration Statement
became or becomes effective (but excluding any post-
effective amendment relating solely to General and Refunding
Mortgage Bonds other than the Bonds or relating solely to
shares of Preferred Stock), the Registration Statement, as
amended by any such post-effective amendment, did not or
will not, as the case may be, contain an untrue statement of
a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements
therein not misleading. At the time the Prospectus is
delivered to the Underwriters for their use in making
confirmations of sales of the Bonds and at the Closing Date,
the Prospectus, as it may then be amended or supplemented,
will not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they are made, not misleading and, on said dates and
at such times, the documents then incorporated or deemed to
be incorporated by reference in the Prospectus pursuant to
Item 12 of Form S-3, when read together with the Prospectus,
or the Prospectus, as it may then be amended or
supplemented, will not contain an untrue statement of a
material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they are made, not misleading.
The foregoing representations and warranties in this
paragraph (d) shall not apply to statements or omissions
made in reliance upon and in conformity with written
information furnished to the Company by the Underwriters or
on behalf of any Underwriter specifically for use in
connection with the preparation of the Registration
Statement or the Prospectus, as they may be then amended or
supplemented, or to any statements in or omissions from the
statements of eligibility of the Trustees on Form T-1 and
Form T-2, as they may then be amended, under the Trust
Indenture Act filed as exhibits to the Registration
Statement (the "Statements of Eligibility").
(e) The issuance and sale of the Bonds and the
fulfillment of the terms of this Underwriting Agreement will
not result in a breach of any of the terms or provisions of,
or constitute a default under, the Mortgage or any indenture
or other agreement or instrument to which the Company is now
a party.
(f) Except as set forth or contemplated in the
Prospectus, as it may be then amended or supplemented, the
Company possesses adequate franchises, licenses, permits,
and other rights to conduct its business and operations as
now conducted, without any known conflicts with the rights
of others which could have a material adverse effect on the
Company.
SECTION 4. Offering. The Company is advised by the
Underwriters that they propose to make a public offering of their
respective portions of the Bonds as soon after the effectiveness
of this Underwriting Agreement as in their judgment is advisable.
The Company is further advised by the Underwriters that the Bonds
will be offered to the public at the initial public offering
price specified in the Prospectus Supplement plus accrued
interest thereon from April 1, 1998 to the Closing Date.
SECTION 5. Time and Place of Closing; Delivery of the
Bonds. Delivery of the Bonds and payment of the purchase price
therefor by wire transfer of immediately available funds shall be
made at the offices of Reid & Priest LLP, 40 West 57th Street,
New York, New York, at 10:00 A.M., New York time, on April 8,
1998, or at such other time on the same or such other day as
shall be agreed upon by the Company and Lehman Brothers Inc., or
as may be established in accordance with Section 11 hereof. The
hour and date of such delivery and payment are herein called the
"Closing Date."
The Bonds shall be delivered to the Underwriters only in
book-entry form through the facilities of The Depository Trust
Company in New York, New York. The certificate for the Bonds
shall be in the form of one typewritten global bond in fully
registered form, in the aggregate principal amount of the Bonds,
and registered in the name of Cede & Co., as nominee of The
Depository Trust Company. The Company agrees to make the Bonds
available to the Underwriters for checking not later than
2:30 P.M., New York time, on the last business day preceding the
Closing Date at such place as may be agreed upon between the
Underwriters and the Company, or at such other time and/or date
as may be agreed upon between the Underwriters and the Company.
SECTION 6. Covenants of the Company. The Company covenants
and agrees with the several Underwriters that:
(a) Not later than the Closing Date, the Company will
deliver to the Underwriters a conformed copy of the
Registration Statement in the form that it or the most
recent post-effective amendment thereto became effective,
certified by an officer of the Company to be in such form.
(b) The Company will deliver to the Underwriters as
many copies of the Prospectus (and any amendments or
supplements thereto) as the Underwriters may reasonably
request.
(c) The Company will cause the Prospectus to be filed
with the Commission pursuant to and in compliance with Rule
424(b) and will advise Lehman Brothers Inc. promptly of the
issuance of any stop order under the Securities Act with
respect to the Registration Statement or the institution of
any proceedings therefor of which the Company shall have
received notice. The Company will use its best efforts to
prevent the issuance of any such stop order and to secure
the prompt removal thereof if issued.
(d) During such period of time as the Underwriters are
required by law to deliver a prospectus after this
Underwriting Agreement has become effective, if any event
relating to or affecting the Company, or of which the
Company shall be advised by the Underwriters in writing,
shall occur which in the Company's opinion should be set
forth in a supplement or amendment to the Prospectus in
order to make the Prospectus not misleading in the light of
the circumstances when it is delivered to a purchaser of the
Bonds, the Company will amend or supplement the Prospectus
by either (i) preparing and filing with the Commission and
furnishing to the Underwriters a reasonable number of copies
of a supplement or supplements or an amendment or amendments
to the Prospectus, or (ii) making an appropriate filing
pursuant to Section 13, 14 or 15(d) of the Exchange Act
which will supplement or amend the Prospectus, so that, as
supplemented or amended, it will not contain any untrue
statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in
the light of the circumstances when the Prospectus is
delivered to a purchaser, not misleading. Unless such event
relates solely to the activities of the Underwriters (in
which case the Underwriters shall assume the expense of
preparing any such amendment or supplement), the expenses of
complying with this Section 6(d) shall be borne by the
Company until the expiration of nine months from the time of
effectiveness of this Underwriting Agreement, and such
expenses shall be borne by the Underwriters thereafter.
(e) The Company will make generally available to its
security holders, as soon as practicable, an earning
statement (which need not be audited) covering a period of
at least twelve months beginning after the "effective date
of the registration statement" within the meaning of Rule
158 under the Securities Act, which earning statement shall
be in such form, and be made generally available to security
holders in such a manner, as to meet the requirements of the
last paragraph of Section 11(a) of the Securities Act and
Rule 158 under the Securities Act.
(f) At any time within six months of the date hereof,
the Company will furnish such proper information as may be
lawfully required by, and will otherwise cooperate in
qualifying the Bonds for offer and sale under, the blue sky
laws of such jurisdictions as the Underwriters may
reasonably designate, provided that the Company shall not be
required to qualify as a foreign corporation or dealer in
securities, to file any consents to service of process under
the laws of any jurisdiction, or to meet any other
requirements deemed by the Company to be unduly burdensome.
(g) The Company will, except as herein provided, pay
all fees, expenses and taxes (except transfer taxes) in
connection with (i) the preparation and filing of the
Registration Statement and any post-effective amendments
thereto, (ii) the printing, issuance and delivery of the
Bonds and the preparation, execution, printing and
recordation of the Supplemental Indenture, (iii) legal
counsel relating to the qualification of the Bonds under the
blue sky laws of various jurisdictions in an amount not to
exceed $3,500, (iv) the printing and delivery to the
Underwriters of reasonable quantities of copies of the
Registration Statement, the preliminary (and any
supplemental) blue sky survey, any preliminary prospectus
supplement relating to the Bonds and the Prospectus and any
amendment or supplement thereto, except as otherwise
provided in paragraph (d) of this Section 6, (v) the rating
of the Bonds by one or more nationally recognized
statistical rating agencies, (vi) filings or other notices
(if any) with or to, as the case may be, the National
Association of Securities Dealers, Inc. (the "NASD") in
connection with its review of the terms of the offering and
(vii) the premium with respect to, and any other fees and
expenses in connection with, the Financial Guaranty
Insurance Policy. Except as provided above, the Company
shall not be required to pay any expenses of the
Underwriters, except that, if this Underwriting Agreement
shall be terminated in accordance with the provisions of
Section 7, 8 or 12 hereof, the Company will reimburse the
Underwriters for (A) the reasonable fees and expenses of
Counsel for the Underwriters, whose fees and expenses the
Underwriters agree to pay in any other event, and (B)
reasonable out-of-pocket expenses in an aggregate amount not
exceeding $15,000, incurred in contemplation of the
performance of this Underwriting Agreement. The Company
shall not in any event be liable to the Underwriters for
damages on account of loss of anticipated profits.
(h) The Company will not sell any additional General
and Refunding Mortgage Bonds without the consent of the
Underwriters until the earlier to occur of (i) the Closing
Date and (ii) the date of the termination of the fixed price
offering restrictions applicable to the Underwriters. The
Underwriters agree to notify the Company of such termination
if it occurs prior to the Closing Date.
(i) As soon as practicable after the Closing Date, the
Company will make all recordings, registrations and filings
necessary to perfect and preserve the lien of the Mortgage
and the rights under the Supplemental Indenture, and the
Company will use its best efforts to cause to be furnished
to the Underwriters a supplemental opinion of counsel for
the Company, addressed to the Underwriters, stating that all
such recordings, registrations and filings have been made.
SECTION 7. Conditions of Underwriters' Obligations. The
obligations of the Underwriters to purchase and pay for the Bonds
shall be subject to the accuracy on the date hereof and on the
Closing Date of the representations and warranties made herein on
the part of the Company and of any certificates furnished by the
Company on the Closing Date and to the following conditions:
(a) The Prospectus shall have been filed with the
Commission pursuant to Rule 424(b) prior to 5:30 P.M., New
York time, on the second business day following the date of
this Underwriting Agreement, or such other time and date as
may be agreed upon by the Company and the Underwriters.
(b) No stop order suspending the effectiveness of the
Registration Statement shall be in effect at or prior to the
Closing Date; no proceedings for such purpose shall be
pending before, or, to the knowledge of the Company or the
Underwriters, threatened by, the Commission on the Closing
Date; and the Underwriters shall have received a
certificate, dated the Closing Date and signed by the
President, a Vice President, the Treasurer or an Assistant
Treasurer of the Company, to the effect that no such stop
order has been or is in effect and that no proceedings for
such purpose are pending before or, to the knowledge of the
Company, threatened by the Commission.
(c) At the Closing Date, there shall have been issued
and there shall be in full force and effect, to the extent
legally required for the issuance and sale of the Bonds, an
order of the Commission under the Public Utility Holding
Company Act of 1935 (the "Holding Company Act") authorizing
the issuance and sale of the Bonds on the terms set forth
in, or contemplated by, this Underwriting Agreement.
(d) At the Closing Date, the Underwriters shall have
received from Ann G. Roy, Senior Counsel-Corporate and
Securities of Entergy Services, Inc., Friday, Eldredge &
Clark and Reid & Priest LLP opinions, dated the Closing
Date, substantially in the forms set forth in Exhibits A, B
and C hereto, respectively, (i) with such changes therein as
may be agreed upon by the Company and the Underwriters with
the approval of Counsel for the Underwriters, and (ii) if
the Prospectus shall be supplemented after being furnished
to the Underwriters for use in offering the Bonds, with
changes therein to reflect such supplementation.
(e) At the Closing Date, the Underwriters shall have
received from Counsel for the Underwriters an opinion, dated
the Closing Date, substantially in the form set forth in
Exhibit D hereto, with such changes therein as may be
necessary to reflect any supplementation of the Prospectus
prior to the Closing Date.
(f) On or prior to the date this Underwriting
Agreement became effective, the Underwriters shall have
received from Coopers & Lybrand L.L.P., the Company's
independent certified public accountants (the
"Accountants"), a letter dated the date hereof and addressed
to the Underwriters to the effect that (i) they are
independent certified public accountants with respect to the
Company within the meaning of the Securities Act and the
applicable published rules and regulations thereunder; (ii)
in their opinion, the financial statements and financial
statement schedules audited by them and included or
incorporated by reference in the Prospectus comply as to
form in all material respects with the applicable accounting
requirements of the Securities Act and the Exchange Act and
the applicable published rules and regulations thereunder;
(iii) on the basis of performing the procedures specified by
the American Institute of Certified Public Accountants for a
review of interim financial information as described in SAS
No. 71, Interim Financial Information, on the latest
unaudited financial statements, if any, included or
incorporated by reference in the Prospectus, a reading of
the latest available interim unaudited financial statements
of the Company, the minutes of the meetings of the Board of
Directors of the Company, the Executive Committee thereof,
if any, and the stockholder of the Company, since December
31, 1997 to a specified date not more than five days prior
to the date of such letter, and inquiries of officers of the
Company who have responsibility for financial and accounting
matters (it being understood that the foregoing procedures
do not constitute an audit made in accordance with generally
accepted auditing standards and they would not necessarily
reveal matters of significance with respect to the comments
made in such letter and, accordingly, that the Accountants
make no representations as to the sufficiency of such
procedures for the purposes of the Underwriters), nothing
has come to their attention which caused them to believe
that, to the extent applicable, (A) the unaudited financial
statements of the Company (if any) included or incorporated
by reference in the Prospectus do not comply as to form in
all material respects with the applicable accounting
requirements of the Securities Act and the Exchange Act and
the related published rules and regulations thereunder; (B)
any material modifications should be made to said unaudited
financial statements for them to be in conformity with
generally accepted accounting principles; and (C) at a
specified date not more than five days prior to the date of
the letter, there was any change in the capital stock or
long-term debt of the Company, or decrease in its net
assets, in each case as compared with amounts shown in the
most recent balance sheet incorporated by reference in the
Prospectus, except in all instances for changes or decreases
which the Prospectus discloses have occurred or may occur,
for declarations of dividends, for the repayment or
redemption of long-term debt, for the amortization of
premium or discount on long-term debt, for the redemption or
purchase of preferred stock for sinking fund purposes, for
any increases in long-term debt in respect of previously
issued pollution control, solid waste disposal or industrial
development revenue bonds, or for changes or decreases as
set forth in such letter, identifying the same and
specifying the amount thereof; and (iv) stating that they
have compared specific dollar amounts, percentages of
revenues and earnings and other financial information
pertaining to the Company (x) set forth in the Prospectus,
and (y) set forth in documents filed by the Company pursuant
to Section 13, 14 or 15(d) of the Exchange Act as specified
in Exhibit E hereto, in each case, to the extent that such
amounts, numbers, percentages and information may be derived
from the general accounting records of the Company, and
excluding any questions requiring an interpretation by legal
counsel, with the results obtained from the application of
specified readings, inquiries and other appropriate
procedures (which procedures do not constitute an
examination in accordance with generally accepted auditing
standards) set forth in the letter, and found them to be in
agreement.
(g) At the Closing Date, the Underwriters shall have
received a certificate, dated the Closing Date and signed by
the President, a Vice President, the Treasurer or an
Assistant Treasurer of the Company, to the effect that (i)
the representations and warranties of the Company contained
herein are true and correct, (ii) the Company has performed
and complied with all agreements and conditions in this
Underwriting Agreement to be performed or complied with by
the Company at or prior to the Closing Date and (iii) since
the most recent date as of which information is given in the
Prospectus, as it may then be amended or supplemented, there
has not been any material adverse change in the business,
property or financial condition of the Company and there has
not been any material transaction entered into by the
Company, other than transactions in the ordinary course of
business, in each case other than as referred to in, or
contemplated by, the Prospectus, as it may then be amended
or supplemented.
(h) At the Closing Date, the Underwriters shall have
received duly executed counterparts of the Supplemental
Indenture.
(i) At the Closing Date, the Underwriters shall have
received from the Accountants a letter, dated the Closing
Date, confirming, as of a date not more than five days prior
to the Closing Date, the statements contained in the letter
delivered pursuant to Section 7(f) hereof.
(j) At the Closing Date, (i) the Financial Guaranty
Insurance Policy shall have been duly authorized and
executed by Ambac and delivered by Ambac to the Insurance
Trustee named therein and shall be in full force and effect
and (ii) the Underwriters shall have received an opinion of
counsel for Ambac, dated the Closing Date, in form and
substance satisfactory to the Underwriters.
(k) Between the date hereof and the Closing Date, no
default (or an event which, with the giving of notice or the
passage of time or both, would constitute a default) under
the Mortgage shall have occurred.
(l) Prior to the Closing Date, Lehman Brothers Inc.
shall have received from the Company evidence reasonably
satisfactory to it that the Bonds have received ratings of
Aaa from Moody's Investors Service, Inc. and AAA from
Standard & Poor's Ratings Services.
(m) Between the date hereof and the Closing Date,
neither Moody's Investors Service, Inc. nor Standard &
Poor's Ratings Services shall have lowered its rating of any
of the Company's outstanding General and Refunding Mortgage
Bonds or First Mortgage Bonds in any respect.
(n) Between the date hereof and the Closing Date, no
event shall have occurred with respect to or otherwise
affecting the Company, which, in the reasonable opinion of
the Underwriters, materially impairs the investment quality
of the Bonds.
(o) All legal matters in connection with the issuance
and sale of the Bonds shall be satisfactory in form and
substance to Counsel for the Underwriters.
(p) The Company will furnish the Underwriters with
additional conformed copies of such opinions, certificates,
letters and documents as may be reasonably requested.
If any of the conditions specified in this Section 7 shall
not have been fulfilled, this Underwriting Agreement may be
terminated by the Underwriters upon notice thereof to the
Company. Any such termination shall be without liability of any
party to any other party, except as otherwise provided in
paragraph (g) of Section 6 and in Section 10.
SECTION 8. Conditions of Company's Obligations. The
obligations of the Company hereunder shall be subject to the
following conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall be in effect at or prior to the
Closing Date, and no proceedings for that purpose shall be
pending before, or threatened by, the Commission on the
Closing Date.
(b) At the Closing Date, there shall have been issued
and there shall be in full force and effect, to the extent
legally required for the issuance and sale of the Bonds an
order of the Commission under the Holding Company Act
authorizing the issuance and sale of the Bonds on the terms
set forth in, or contemplated by, this Underwriting
Agreement.
In case any of the conditions specified in this Section 8
shall not have been fulfilled, this Underwriting Agreement may be
terminated by the Company upon notice thereof to Lehman Brothers
Inc. Any such termination shall be without liability of any
party to any other party, except as otherwise provided in
paragraph (g) of Section 6 and in Section 10.
SECTION 9. Indemnification.
(a) The Company shall indemnify, defend and hold
harmless each Underwriter and each person who controls each
Underwriter within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act from and
against any and all losses, claims, damages or liabilities,
joint or several, to which each Underwriter or any or all of
them may become subject under the Securities Act or any
other statute or common law and shall reimburse each
Underwriter and any such controlling person for any legal or
other expenses (including to the extent hereinafter
provided, reasonable counsel fees) incurred by them in
connection with investigating any such losses, claims,
damages or liabilities or in connection with defending any
actions, insofar as such losses, claims, damages,
liabilities, expenses or actions arise out of or are based
upon an untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, as
amended or supplemented, or the omission or alleged omission
to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, or upon any untrue statement or alleged untrue
statement of a material fact contained in the Basic
Prospectus (if used prior to the date the Prospectus is
filed with the Commission pursuant to Rule 424(b)), or in
the Prospectus, as each may be amended or supplemented, or
the omission or alleged omission to state therein a material
fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made,
not misleading; provided, however, that the indemnity
agreement contained in this paragraph shall not apply to any
such losses, claims, damages, liabilities, expenses or
actions arising out of, or based upon, any such untrue
statement or alleged untrue statement, or any such omission
or alleged omission, if such statement or omission was made
in reliance upon and in conformity with information
furnished herein or in writing to the Company by such
Underwriter specifically for use in connection with the
preparation of the Registration Statement, the Basic
Prospectus (if used prior to the date the Prospectus is
filed with the Commission pursuant to Rule 424(b)) or the
Prospectus or any amendment or supplement to any thereof or
arising out of, or based upon, statements in or omissions
from the Statements of Eligibility; and provided further,
that the indemnity agreement contained in this subsection
shall not inure to the benefit of any Underwriter or to the
benefit of any person controlling such Underwriter on
account of any such losses, claims, damages, liabilities,
expenses or actions arising from the sale of the Bonds to
any person in respect of the Basic Prospectus or the
Prospectus as supplemented or amended, furnished by such
Underwriter to a person to whom any of the Bonds were sold
(excluding in both cases, however, any document then
incorporated or deemed to be incorporated by reference
therein), insofar as such indemnity relates to any untrue or
misleading statement or omission made in the Basic
Prospectus or the Prospectus but eliminated or remedied
prior to the consummation of such sale in the Prospectus, or
any amendment or supplement thereto, furnished on a timely
basis by the Company to the Underwriters pursuant to Section
6(d) hereof, respectively, unless a copy of the Prospectus
(in the case of such a statement or omission made in the
Basic Prospectus) or such amendment or supplement (in the
case of such a statement or omission made in the Prospectus)
(excluding, however, any amendment or supplement to the
Basic Prospectus relating to any General and Refunding
Mortgage Bonds other than the Bonds or to shares of
Preferred Stock and any document then incorporated or deemed
to be incorporated by reference in the Prospectus or such
amendment or supplement) is furnished by such Underwriter to
such person (i) with or prior to the written confirmation of
the sale involved or (ii) as soon as available after such
written confirmation (if it is made available to the
Underwriters prior to settlement of such sale).
(b) Each Underwriter shall indemnify, defend and hold
harmless the Company, its directors and officers and each
person who controls the foregoing within the meaning of
Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims,
damages or liabilities, joint or several, to which they or
any of them may become subject under the Securities Act or
any other statute or common law and shall reimburse each of
them for any legal or other expenses (including, to the
extent hereinafter provided, reasonable counsel fees)
incurred by them in connection with investigating any such
losses, claims, damages or liabilities or in connection with
defending any action, insofar as such losses, claims,
damages, liabilities, expenses or actions arise out of or
are based upon an untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statement, as amended or supplemented, or the omission or
alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements
therein not misleading, or upon any untrue statement or
alleged untrue statement of a material fact contained in the
Basic Prospectus (if used prior to the date the Prospectus
is filed with the Commission pursuant to Rule 424(b)), or in
the Prospectus, as amended or supplemented, or the omission
or alleged omission to state therein a material fact
necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading, in each case, if, but only if, such statement or
omission was made in reliance upon and in conformity with
information furnished herein or in writing to the Company by
such Underwriter specifically for use in connection with the
preparation of the Registration Statement, the Basic
Prospectus (if used prior to the date the Prospectus is
filed with the Commission pursuant to Rule 424(b)) or the
Prospectus, or any amendment or supplement thereto.
(c) In case any action shall be brought, based upon
the Registration Statement, the Basic Prospectus or the
Prospectus (including amendments or supplements thereto),
against any party in respect of which indemnity may be
sought pursuant to any of the preceding paragraphs, such
party (hereinafter called the indemnified party) shall
promptly notify the party or parties against whom indemnity
shall be sought hereunder (hereinafter called the
indemnifying party) in writing, and the indemnifying party
shall have the right to participate at its own expense in
the defense or, if it so elects, to assume (in conjunction
with any other indemnifying party) the defense thereof,
including the employment of counsel reasonably satisfactory
to the indemnified party and the payment of all fees and
expenses. If the indemnifying party shall elect not to
assume the defense of any such action, the indemnifying
party shall reimburse the indemnified party for the
reasonable fees and expenses of any counsel retained by such
indemnified party. Such indemnified party shall have the
right to employ separate counsel in any such action in which
the defense has been assumed by the indemnifying party and
participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such
indemnified party unless (i) the employment of counsel has
been specifically authorized by the indemnifying party or
(ii) the named parties to any such action (including any
impleaded parties) include each of such indemnified party
and the indemnifying party and such indemnified party shall
have been advised by such counsel that a conflict of
interest between the indemnifying party and such indemnified
party may arise and for this reason it is not desirable for
the same counsel to represent both the indemnifying party
and the indemnified party (it being understood, however,
that the indemnifying party shall not, in connection with
any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the
same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm
of attorneys for such indemnified party (plus any local
counsel retained by such indemnified party in its reasonable
judgment)). The indemnified party shall be reimbursed for
all such fees and expenses as they are incurred. The
indemnifying party shall not be liable for any settlement of
any such action effected without its consent, but if any
such action is settled with the consent of the indemnifying
party or if there be a final judgment for the plaintiff in
any such action, the indemnifying party agrees to indemnify
and hold harmless the indemnified party from and against any
loss or liability by reason of such settlement or judgment.
No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of
any pending or threatened action, suit or proceeding in
respect of which any indemnified party is or could have been
a party and indemnity has or could have been sought
hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party
from all liability on claims that are the subject matter of
such action, suit or proceeding.
(d) If the indemnification provided for under
subsections (a), (b) or (c) in this Section 9 is unavailable
to an indemnified party in respect of any losses, claims,
damages or liabilities referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the
Company and the Underwriters from the offering of the Bonds
or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault
of the Company on the one hand and of the Underwriters on
the other in connection with the statements or omissions
which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other
shall be deemed to be in the same proportion as the total
proceeds from the offering (after deducting underwriting
discounts and commissions but before deducting expenses) to
the Company bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as
set forth in the table on the cover page of the Prospectus.
The relative fault of the Company on the one hand and of the
Underwriters on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged
omission to state a material fact relates to information
supplied by the Company or by any of the Underwriters and
such parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such
statement or omission.
The Company and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this
Section 9(d) were determined by pro rata allocation or by
any other method of allocation which does not take account
of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable
to an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 9(d), no
Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the
Bonds underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations
to contribute pursuant to this Section 9(d) are several in
proportion to their respective underwriting obligations and
not joint.
SECTION 10. Survival of Certain Representations and
Obligations. Any other provision of this Underwriting Agreement
to the contrary notwithstanding, (a) the indemnity and
contribution agreements contained in Section 9 of, and the
representations and warranties and other agreements of the
Company contained in, this Underwriting Agreement shall remain
operative and in full force and effect regardless of (i) any
investigation made by or on behalf of any Underwriter or by or on
behalf of the Company or its directors or officers, or any of the
other persons referred to in Section 9 hereof and (ii) acceptance
of and payment for the Bonds and (b) the indemnity and
contribution agreements contained in Section 9 shall remain
operative and in full force and effect regardless of any
termination of this Underwriting Agreement.
SECTION 11. Default of Underwriters. If any Underwriter
shall fail or refuse (otherwise than for some reason sufficient
to justify, in accordance with the terms hereof, the cancellation
or termination of its obligations hereunder) to purchase and pay
for the principal amount of Bonds that it has agreed to purchase
and pay for hereunder, and the aggregate principal amount of
Bonds that such defaulting Underwriter agreed but failed or
refused to purchase is not more than one-tenth of the aggregate
principal amount of the Bonds, the other Underwriters shall be
obligated to purchase the Bonds that such defaulting Underwriter
agreed but failed or refused to purchase; provided that in no
event shall the principal amount of Bonds that such Underwriter
has agreed to purchase pursuant to Schedule I hereof be increased
pursuant to this Section 11 by an amount in excess of one-ninth
of such principal amount of Bonds without written consent of such
Underwriter. If such Underwriter shall fail or refuse to
purchase Bonds and the aggregate principal amount of Bonds with
respect to which such default occurs is more than one-tenth of
the aggregate principal amount of the Bonds, the Company shall
have the right (a) to require the non-defaulting Underwriters to
purchase and pay for the respective principal amount of Bonds
that they had severally agreed to purchase hereunder, and, in
addition, the principal amount of Bonds that the defaulting
Underwriter shall have so failed to purchase up to a principal
amount thereof equal to one-ninth of the respective principal
amount of Bonds that such non-defaulting Underwriters have
otherwise agreed to purchase hereunder, and/or (b) to procure one
or more other members of the NASD (or, if not members of the
NASD, who are foreign banks, dealers or institutions not
registered under the Exchange Act and who agree in making sales
to comply with the NASD's Rules of Fair Practice), to purchase,
upon the terms herein set forth, the principal amount of Bonds
that such defaulting Underwriter had agreed to purchase, or that
portion thereof that the remaining Underwriters shall not be
obligated to purchase pursuant to the foregoing clause (a). In
the event the Company shall exercise its rights under clause (a)
and/or (b) above, the Company shall give written notice thereof
to the Underwriters within 24 hours (excluding any Saturday,
Sunday, or legal holiday) of the time when the Company learns of
the failure or refusal of any Underwriter to purchase and pay for
its respective principal amount of Bonds, and thereupon the
Closing Date shall be postponed for such period, not exceeding
three business days, as the Company shall determine. In the
event the Company shall be entitled to but shall not elect
(within the time period specified above) to exercise its rights
under clause (a) and/or (b), the Company shall be deemed to have
elected to terminate this Underwriting Agreement. In the absence
of such election by the Company, this Underwriting Agreement
will, unless otherwise agreed by the Company and the non-
defaulting Underwriters, terminate without liability on the part
of any non-defaulting party except as otherwise provided in
paragraph (g) of Section 6 and in Section 10. Any action taken
under this paragraph shall not relieve any defaulting Underwriter
from liability in respect of its default under this Underwriting
Agreement.
SECTION 12. Termination. This Underwriting Agreement shall
be subject to termination by notice given by written notice from
Lehman Brothers Inc. to the Company, if (a) after the execution
and delivery of this Underwriting Agreement and prior to the
Closing Date (i) trading generally shall have been suspended on
the New York Stock Exchange by The New York Stock Exchange, Inc.,
the Commission or other governmental authority, (ii) minimum or
maximum ranges for prices shall have been generally established
on the New York Stock Exchange by The New York Stock Exchange,
Inc., the Commission or other governmental authority, (iii) a
general moratorium on commercial banking activities in New York
shall have been declared by either Federal or New York State
authorities, or (iv) there shall have occurred any material
outbreak or escalation of hostilities or any calamity or crisis
that, in the judgment of Lehman Brothers Inc., is material and
adverse and (b) in the case of any of the events specified in
clauses (a)(i) through (iv), such event singly or together with
any other such event makes it, in the reasonable judgment of
Lehman Brothers Inc., impracticable to market the Bonds. This
Underwriting Agreement shall also be subject to termination, upon
notice by Lehman Brothers Inc. as provided above, if, in the
judgment of Lehman Brothers Inc., the subject matter of any
amendment or supplement (prepared by the Company) to the
Prospectus (except for information relating solely to the manner
of public offering of the Bonds or to the activity of the
Underwriters or to the terms of any series of General and
Refunding Mortgage Bonds other than the Bonds or to shares of
Preferred Stock) filed or issued after the effectiveness of this
Underwriting Agreement by the Company shall have materially
impaired the marketability of the Bonds. Any termination hereof,
pursuant to this Section 12, shall be without liability of any
party to any other party, except as otherwise provided in
paragraph (g) of Section 6 and in Section 10.
SECTION 13. Miscellaneous. THE RIGHTS AND DUTIES OF THE
PARTIES TO THIS UNDERWRITING AGREEMENT SHALL, PURSUANT TO NEW
YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK. This Underwriting Agreement shall
become effective when a fully executed copy thereof is delivered
to Lehman Brothers Inc. by the Company. This Underwriting
Agreement may be executed in any number of separate counterparts,
each of which, when so executed and delivered, shall be deemed to
be an original and all of which, taken together, shall constitute
but one and the same agreement. This Underwriting Agreement
shall inure to the benefit of each of the Company, the
Underwriters and, with respect to the provisions of Section 9,
each director, officer and other persons referred to in
Section 9, and their respective successors. Should any part of
this Underwriting Agreement for any reason be declared invalid,
such declaration shall not affect the validity of any remaining
portion, which remaining portion shall remain in full force and
effect as if this Underwriting Agreement had been executed with
the invalid portion thereof eliminated. Nothing herein is
intended or shall be construed to give to any other person, firm
or corporation any legal or equitable right, remedy or claim
under or in respect of any provision in this Underwriting
Agreement. The term "successor" as used in this Underwriting
Agreement shall not include any purchaser, as such purchaser, of
any Bonds from the Underwriters.
SECTION 14. Notices. All communications hereunder shall be
in writing and, if to the Underwriters, shall be mailed or
delivered to Lehman Brothers Inc. at the address set forth at the
beginning of this Underwriting Agreement to the attention of its
General Counsel or, if to the Company, shall be mailed or
delivered to it at 308 East Pearl Street, Jackson, Mississippi
39201, Attention: Treasurer, or, if to Entergy Services, Inc.,
shall be mailed or delivered to it at 639 Loyola Avenue, New
Orleans, Louisiana 70113, Attention: Treasurer.
Very truly yours,
Entergy Mississippi, Inc.
By:
Name:
Title:
.
Accepted as of the date first above written.
Lehman Brothers Inc.
Morgan Stanley & Co. Incorporated
Salomon Brothers Inc
By: Lehman Brothers Inc.
By:____________________________
Name:
Title:
<PAGE>
SCHEDULE I
Entergy Mississippi, Inc.
General and Refunding Mortgage Bonds
Name of Underwriter Principal
Amount of Bonds
Lehman Brothers Inc. $32,000,000
Morgan Stanley & Co. Incorporated $24,000,000
Salomon Brothers Inc $24,000,000
-----------
Total $80,000,000
===========
<PAGE>
EXHIBIT A
[Letterhead of Entergy Services, Inc.]
April __, 1998
Lehman Brothers Inc.
Morgan Stanley & Co. Incorporated
Salomon Brothers Inc
c/o Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Ladies and Gentlemen:
I, together with Reid & Priest LLP, of New York, New York,
and Friday, Eldredge & Clark of Little Rock, Arkansas, have acted
as counsel for Entergy Mississippi, Inc., a Mississippi
corporation (the "Company"), in connection with the issuance and
sale to you, pursuant to the Underwriting Agreement effective
March 31, 1998 (the "Underwriting Agreement"), between the
Company and you, of $80,000,000 aggregate principal amount of its
General and Refunding Mortgage Bonds 6.45% Series due April 1,
2008 (the "Bonds"), issued pursuant to the Company's Mortgage and
Deed of Trust, dated as of February 1, 1988, with Bank of
Montreal Trust Company, as Corporate Trustee (the "Corporate
Trustee") and Mark F. McLaughlin (as successor to Z. George
Klodnicki) as Co-Trustee, as heretofore amended and supplemented
by all indentures amendatory thereof and supplemental thereto,
including the Twelfth Supplemental Indenture, dated as of April
1, 1998 (the "Supplemental Indenture") (the Mortgage and Deed of
Trust as so amended and supplemented being hereinafter referred
to as the "Mortgage"). This opinion is rendered to you at the
request of the Company. Capitalized terms used herein and not
otherwise defined have the meanings ascribed to such terms in the
Underwriting Agreement.
In my capacity as such counsel, I have either participated
in the preparation of or have examined and am familiar with: (a)
the Company's Restated Articles of Incorporation and By-laws,
each as amended; (b) the Underwriting Agreement; (c) the
Mortgage; (d) the Registration Statement and the Prospectus; (e)
the records of various corporate proceedings relating to the
authorization, issuance and sale of the Bonds by the Company and
the execution and delivery by the Company of the Supplemental
Indenture and the Underwriting Agreement; and (f) the proceedings
before and the order entered by the Commission under the Holding
Company Act relating to the issuance and sale of the Bonds by the
Company. I have also examined or caused to be examined such
other documents and have satisfied myself as to such other
matters as I have deemed necessary in order to render this
opinion. I have not examined the Bonds, except a specimen
thereof, and I have relied upon a certificate of the Corporate
Trustee as to the authentication and delivery thereof.
In my examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as
originals, the legal capacity of natural persons, the conformity
with the originals of all documents submitted to me as copies and
the authenticity of the originals of such latter documents. In
making my examination of documents and instruments executed or to
be executed by persons other than the Company, I have assumed
that each such other person had the requisite power and authority
to enter into and perform fully its obligations thereunder, the
due authorization by each such other person for the execution,
delivery and performance thereof by such person, and the due
execution and delivery by or on behalf of such person of each
such document and instrument. In the case of any such other
person that is not a natural person, I have also assumed, insofar
as it is relevant to the opinions set forth below, that each such
other person is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which such other
person was created, and is duly qualified and in good standing in
each other jurisdiction where the failure to be so qualified
could reasonably be expected to have a material effect upon the
ability of such other person to execute, deliver and/or perform
such other person's obligations under any such document or
instrument. I have further assumed that each document,
instrument, agreement, record and certificate reviewed by me for
purposes of rendering the opinions expressed below has not been
amended by oral agreement, conduct or course of dealing of the
parties thereto, although I have no knowledge of any facts or
circumstances that could give rise to such amendment.
As to questions of fact material to the opinions expressed
herein, I have relied upon certificates and representations of
officers of the Company (including but not limited to those
contained in the Underwriting Agreement and the Mortgage and
certificates delivered at the closing of the sale of the Bonds)
and appropriate public officials without independent verification
of such matters except as otherwise described herein.
Whenever my opinions herein with respect to the existence or
absence of facts are stated to be to my knowledge or awareness, I
intend to signify that no information has come to my attention or
the attention of any other attorneys acting for or on behalf of
the Company or any of its affiliates that have participated in
the negotiation of the transactions contemplated by the
Underwriting Agreement and the Mortgage, in the preparation of
the Registration Statement and the Prospectus or in the
preparation of this opinion letter that would give me, or them,
actual knowledge that would contradict such opinions. However,
except to the extent necessary in order to give the opinions
hereinafter expressed, neither I nor they have undertaken any
independent investigation to determine the existence or absence
of such facts, and no inference as to knowledge of the existence
or absence of such facts (except to the extent necessary in order
to give the opinions hereinafter expressed) should be assumed.
In rendering the opinion set forth in paragraph (2) below, I
have relied upon reports and/or opinions by counsel who
historically acted on behalf of the Company in real estate
transactions and transactions involving the Mortgage and in whom
I have confidence, title reports prepared in connection with the
procurement of title insurance policies on certain property of
the Company, and information from officers of the Company
responsible for the acquisition of real property and maintenance
of records with respect thereto, which I believe to be
satisfactory in form and scope and which I have no reason to
believe are inaccurate in any material respect. I have not, for
purposes of rendering such opinion, conducted an independent
examination or investigation of official title records (or
abstracts thereof) with respect to property (i) acquired by the
Company prior to the date of the most recent report and/or
opinions of counsel, (ii) as to which title insurance has been
obtained or (iii) the aggregate purchase price of which was not
material.
Subject to the foregoing and to the further exceptions and
qualifications set forth below, I am of the opinion that:
(1) The Company is duly organized and validly
existing as a corporation in good standing under the laws of
the State of Mississippi, has due corporate power and
authority to conduct the business that it is described as
conducting in the Prospectus and to own and operate the
properties owned and operated by it in such business and is
duly qualified to conduct such business as a foreign
corporation in the State of Arkansas.
(2) The Company has good and sufficient title to
the properties described as owned by it in and as subject to
the lien of the Mortgage (except properties released under
the terms of the Mortgage), subject only to Excepted
Encumbrances (as defined in the Mortgage) and to minor
defects and encumbrances customarily found in properties of
like size and character that do not materially impair the
use of such properties by the Company. All permanent
physical properties and franchises (other than those
expressly excepted in the Mortgage) acquired by the Company
after the date of the Supplemental Indenture will, upon such
acquisition, become subject to the lien of the Mortgage,
subject, however, to such Excepted Encumbrances and to
liens, if any, existing or placed thereon at the time of the
acquisition thereof by the Company and except as limited by
bankruptcy law.
(3) The Mortgage constitutes a valid and direct
lien on all of the Mortgaged and Pledged Property (as
defined in the Mortgage), subject only to minor defects of
the character aforesaid and Excepted Encumbrances. The
description of the Mortgaged and Pledged Property set forth
in the Mortgage is adequate to constitute the Mortgage a
lien on the Mortgaged and Pledged Property. The filing for
recording of the Mortgage in the offices of the Chancery
Clerks of each County in Mississippi in which the Company
holds real property, and the recording of the Mortgage in
the office of the Circuit Clerk of Independence County,
Arkansas, which filings or recordings will be duly effected,
and the filing of Uniform Commercial Code financing
statements covering the personal property and fixtures
described in the Mortgage as subject to the lien thereof in
the offices of the Secretary of State of the State of
Mississippi, the Secretary of State of the State of
Arkansas, and the Secretary of State of the State of
Wyoming, which filings will be duly effected, are the only
recordings, filings, rerecordings and refilings required by
law in order to protect and maintain the lien of the
Mortgage on any of the property described therein and
subject thereto.
(4) The Mortgage has been duly and validly
authorized by all necessary corporate action on the part of
the Company, has been duly and validly executed and
delivered by the Company, is a legal, valid and binding
instrument of the Company enforceable against the Company in
accordance with its terms, except (i) as limited by the laws
of the States of Mississippi, Arkansas and Wyoming, where
the property covered thereby is located, affecting the
remedies for the enforcement of the security provided for
therein, which laws do not, in my opinion, make inadequate
remedies necessary for the realization of the benefits of
such security, and (ii) as limited by applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization or other
similar laws affecting enforcement of mortgagees' and other
creditors' rights and by general equitable principles
(whether considered in a proceeding in equity or at law) and
is qualified under the Trust Indenture Act, and no
proceedings to suspend such qualification have been
instituted or, to my knowledge, threatened by the
Commission.
(5) The Bonds have been duly and validly
authorized by all necessary corporate action on the part of
the Company and are legal, valid and binding obligations of
the Company enforceable against the Company in accordance
with their terms, except as limited by applicable
bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting enforcement
of mortgagees' and other creditors' rights and by general
equitable principles (whether considered in a proceeding in
equity or at law) and are entitled to the benefit of the
security afforded by the Mortgage.
(6) The statements made in the Prospectus under
the captions "Description of the New G&R Bonds," insofar as
they purport to constitute summaries of the documents
referred to therein, or of the benefits purported to be
afforded by such documents (including, without limitation,
the lien of the Mortgage), constitute accurate summaries of
the terms of such documents and of such benefits in all
material respects.
(7) The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(8) Except as to the financial statements and
other financial or statistical data included or incorporated
by reference therein, upon which I do not pass, the
Registration Statement, at the Effective Date, and the
Prospectus, at the time it was filed with the Commission
pursuant to Rule 424(b), complied as to form in all material
respects with the applicable requirements of the Securities
Act and (except with respect to the Statements of
Eligibility upon which I do not pass) the Trust Indenture
Act, and the applicable instructions, rules and regulations
of the Commission thereunder or pursuant to said
instructions, rules and regulations are deemed to comply
therewith; and, with respect to the documents or portions
thereof filed with the Commission pursuant to the Exchange
Act, and incorporated or deemed to be incorporated by
reference in the Prospectus pursuant to Item 12 of Form S-3,
such documents or portions thereof, on the date filed with
the Commission, complied as to form in all material respects
with the applicable provisions of the Exchange Act, and the
applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions,
rules and regulations are deemed to comply therewith; the
Registration Statement has become, and on the date hereof
is, effective under the Securities Act; and, to the best of
my knowledge, no stop order suspending the effectiveness of
the Registration Statement has been issued and no
proceedings for that purpose are pending or threatened under
Section 8(d) of the Securities Act.
(9) An appropriate order has been entered by the
Commission under the Holding Company Act authorizing the
issuance and sale of the Bonds by the Company; to the best
of my knowledge, said order is in full force and effect; no
further approval, authorization, consent or other order of
any governmental body (other than under the Securities Act
or the Trust Indenture Act, which have been duly obtained,
or in connection or compliance with the provisions of the
securities or blue sky laws of any jurisdiction) is legally
required to permit the issuance and sale of the Bonds by the
Company pursuant to the Underwriting Agreement; and no
further approval, authorization, consent or other order of
any governmental body is legally required to permit the
performance by the Company of its obligations with respect
to the Bonds or under the Mortgage and the Underwriting
Agreement.
(10) The issuance and sale by the Company of the
Bonds and the execution, delivery and performance by the
Company of the Underwriting Agreement and the Mortgage (a)
will not violate any provision of the Company's Restated
Articles of Incorporation or By-laws, each as amended, (b)
will not violate any provisions of, or constitute a default
under, or result in the creation or imposition of any lien,
charge or encumbrance on or security interest in (except as
contemplated by the Mortgage) any of the assets of the
Company pursuant to the provisions of, any mortgage,
indenture, contract, agreement or other undertaking known to
me (having made due inquiry with respect thereto) to which
the Company is a party or which purports to be binding upon
the Company or upon any of its assets, and (c) will not
violate any provision of any law or regulation applicable to
the Company or, to the best of my knowledge (having made due
inquiry with respect thereto), any provision of any order,
writ, judgment or decree of any governmental instrumentality
applicable to the Company (except that various consents of,
and filings with, governmental authorities may be required
to be obtained or made, as the case may be, in connection or
compliance with the provisions of the securities or blue sky
laws of any jurisdiction).
In connection with the preparation by the Company of the
Registration Statement and the Prospectus, I have had discussions
with certain of the officers, employees, and representatives of
the Company and Entergy Services, Inc., with other counsel for
the Company, and with the independent certified public
accountants of the Company who audited certain of the financial
statements included or incorporated by reference in the
Registration Statement. My examination of the Registration
Statement and the Prospectus and the above-mentioned discussions
did not disclose to me any information which gives me reason to
believe that the Registration Statement, at the Effective Date,
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading or that the
Prospectus, at the time it was filed with the Commission pursuant
to Rule 424(b) and at the date hereof, contained or contains any
untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading. I do not express any opinion or belief as
to (i) the financial statements or other financial or statistical
data included or incorporated by reference in the Registration
Statement or the Prospectus, (ii) the Statements of Eligibility,
(iii) the information contained in the Prospectus Supplement
under the caption "Description of the New G&R Bonds--Book-Entry
G&R Bonds" or (iv) Appendix A to the Prospectus Supplement and
the information contained in the Prospectus Supplement under the
caption "Credit Enhancement of the New G&R Bonds."
I have examined the portions of the information contained in
the Registration Statement that are stated therein to have been
made on my authority, and I believe such information to be
correct. I have examined the opinions of even date herewith
rendered to you by Reid & Priest LLP and Winthrop, Stimson,
Putnam & Roberts and concur in the conclusions expressed therein
insofar as they involve questions of Mississippi law.
I am a member of the Mississippi and Louisiana Bars and, for
purposes of this opinion, do not hold myself out as an expert on
the laws of any jurisdiction other than the State of Mississippi
and the United States of America.. As to all matters of
Arkansas, Wyoming and New York law, I have relied, with your
approval, in the case of Arkansas law, upon the opinion of even
date herewith addressed to me and to you of Friday, Eldredge &
Clark, in the case of Wyoming law, upon the opinion of even date
herewith addressed to me and to the Company of Kline & Jenkins,
of Cheyenne, Wyoming (a copy of which has been furnished to
Winthrop, Stimson, Putnam & Roberts), and, in the case of New
York law, upon the opinion of even date herewith addressed to you
of Reid & Priest LLP.
The opinion set forth above is solely for the benefit of the
addressees of this letter in connection with the Underwriting
Agreement and the transactions contemplated thereunder and it may
not be relied upon in any manner by any other person or for any
other purpose, without my prior written consent, except that Reid
& Priest LLP and Winthrop, Stimson, Putnam & Roberts may rely on
this opinion as to all matters of Mississippi and Wyoming law in
rendering their opinions required to be delivered under the
Underwriting Agreement.
Very truly yours,
<PAGE>
EXHIBIT B
[Letterhead of Friday, Eldredge & Clark]
April __, 1998
Ann G. Roy
Senior Counsel-Corporate and Securities
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
Lehman Brothers Inc.
Morgan Stanley & Co. Incorporated
Salomon Brothers Inc
c/o Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Ladies and Gentlemen:
We, together with Reid & Priest LLP, of New York, New York,
and Ann G. Roy, Senior Counsel-Corporate and Securities of
Entergy Services, Inc., have acted as counsel for Entergy
Mississippi, Inc., a Mississippi corporation (the "Company"), in
connection with the issuance and sale to you, pursuant to the
Underwriting Agreement effective March 31, 1998 (the
"Underwriting Agreement"), between the Company and you, of
$80,000,000 aggregate principal amount of its General and
Refunding Mortgage Bonds 6.45% Series due April 1, 2008 (the
"Bonds"), issued pursuant to the Company's Mortgage and Deed of
Trust, dated as of February 1, 1988, with Bank of Montreal Trust
Company, as Corporate Trustee, and Mark F. McLaughlin (as
successor to Z. George Klodnicki), as Co-Trustee, as heretofore
amended and supplemented by all indentures amendatory thereof and
supplemental thereto, including the Twelfth Supplemental
Indenture, dated as of April 1, 1998 (the "Supplemental
Indenture") (the Mortgage and Deed of Trust as so amended and
supplemented being hereinafter referred to as the "Mortgage").
We have examined such documents, records and certificates and
have reviewed such questions of law as we have deemed necessary
and appropriate for the purpose of this opinion. This opinion is
rendered to you at the request of the Company. Capitalized terms
used herein and not otherwise defined have the meanings ascribed
to such terms in the Underwriting Agreement.
In order to render this opinion, we have assumed that
the Company does not own any real or personal property or other
facilities in the State of Arkansas, except for an undivided
twenty-five percent (25%) ownership interest in the Independence
Steam Electric Station at Newark, Arkansas, and that the Company
does not maintain any service territory or serve any retail
customers in the State of Arkansas. We have also assumed that
the issuance and sale of the Bonds have had significant contacts
with the State of New York.
Based upon the foregoing and subject to the foregoing and to
the further exceptions and qualifications set forth below, we are
of the opinion that:
(1) The Company is duly qualified to conduct the
business that it is described as conducting in the Prospectus as
a foreign corporation and is in good standing under the laws of
the State of Arkansas and holds adequate and subsisting
franchises, certificates of public convenience and necessity,
licenses and permits to permit it to conduct its business as
presently conducted in Arkansas.
(2) The courts of Arkansas will enforce any provision
in the Mortgage, the Bonds and the Underwriting Agreement,
stipulating that the laws of the State of New York shall govern
the Mortgage, the Bonds and the Underwriting Agreement, except to
the extent that the validity or perfection of the lien of the
Mortgage, or remedies thereunder, are governed by the laws of a
jurisdiction other than the State of New York, except, with
respect to enforcement of the Mortgage, as the same may be
limited by the laws of the State of Arkansas affecting the
remedies for the enforcement of the security provided for
therein, which laws do not, in our opinion, make inadequate
remedies necessary for the realization of the benefits of such
security.
(3) There are no authorizations, approvals, consents
or orders of any governmental authority in the State of Arkansas
(other than in connection or compliance with the provisions of
the securities or "blue sky" laws as to which no opinion is
expressed herein) legally required for the execution, delivery
and performance by the Company of the Underwriting Agreement or
to permit the issuance and sale by the Company of the Bonds
pursuant to the Underwriting Agreement.
(4) Substantially all physical properties located in
the State of Arkansas (other than those expressly excepted) which
have been or hereafter may be acquired by the Company have been
or, upon such acquisition, will become subject to the lien of the
Mortgage, subject, however, to Excepted Encumbrances (as defined
in the Mortgage) and to liens, defects, and encumbrances, if any,
existing or placed thereon at the time of the acquisition thereof
by the Company and except as limited by bankruptcy law.
(5) The Company has good and sufficient legal right,
title and interest in and to the Mortgaged and Pledged Property
(as defined in the Mortgage) located in the State of Arkansas
free and clear of any lien or encumbrance except for the lien of
the Mortgage and for Excepted Encumbrances (as defined in the
Mortgage), and except for minor defects and encumbrances
customarily found in physical properties of like size and
character which do not, in our opinion, materially impair the use
of such properties affected thereby in the conduct of the
business of the Company. Our opinion in the first sentence of
this paragraph 5 is subject to the following:
We have, with your consent, performed the following
procedures and relied upon the following:
(a) a Limited Title Search performed by Independence County
Abstract Company, Inc., covering the period from September 10,
1981 to April __, 1998; (b) a review by Independence County
Abstract Company, Inc. of the Grantor/Grantee indices of volumes
in the real estate records of Independence County, Arkansas in
which transactions that would affect the Company's title to its
property located in such County would be recorded; (c) a review
of the Plaintiff/Defendant indices of official records of the
Circuit Court and Chancery Court of Independence County, Arkansas
and of the United States District Court for the Eastern District
of the State of Arkansas, in each case for civil suits currently
pending therein; and (d) a certificate of the Secretary of State
of the State of Arkansas reflecting the results of a search of
the records maintained by such official pursuant to Act 375 of
the Acts of Arkansas of 1965 (the Arkansas Transmitting Utility
Act).
(6) The description of the Mortgaged and Pledged
Property (as defined in the Mortgage) which is located in the
State of Arkansas, as set forth in the Mortgage, is adequate to
constitute a lien on such Mortgaged and Pledged Property. The
recording of the Mortgage among the land records in the office of
the Circuit Clerk of Independence County, Arkansas, which
recording will be duly effected, and the filing of Uniform
Commercial Code financing statements covering the personal
property and fixtures described in the Mortgage subject to the
lien thereof in the office of the Secretary of State of the State
of Arkansas, which filing will be duly effected, are the only
recordings, filings, re-recordings or refilings required by
Arkansas law in order to protect and maintain the lien of the
Mortgage on any Arkansas property described therein and subject
thereto.
We are members of the Arkansas Bar, and we express no
opinion on the laws of any jurisdiction other than the State of
Arkansas.
The opinion set forth above is solely for the benefit of the
addressees of this letter in connection with the Underwriting
Agreement and the transactions contemplated thereunder and may
not be relied upon in any manner by any other person or for any
other purpose, without our prior written consent, except that
Winthrop, Stimson, Putnam & Roberts and Reid & Priest LLP may
rely on this opinion as to all matters of Arkansas law in
rendering their opinions required to be delivered under the
Underwriting Agreement.
Sincerely,
FRIDAY, ELDREDGE & CLARK
<PAGE>
EXHIBIT C
[Letterhead of Reid & Priest LLP]
April __, 1998
Lehman Brothers Inc.
Morgan Stanley & Co. Incorporated
Salomon Brothers Inc
c/o Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Ladies and Gentlemen:
We, together with Friday, Eldredge & Clark and Ann G. Roy,
Senior Counsel-Corporate and Securities of Entergy Services,
Inc., have acted as counsel for Entergy Mississippi, Inc., a
Mississippi corporation (the "Company"), in connection with the
issuance and sale to you pursuant to the Underwriting Agreement,
effective March 31, 1998 (the "Underwriting Agreement"), between
the Company and you, of $80,000,000 aggregate principal amount of
its General and Refunding Mortgage Bonds, 6.45% Series due April
1, 2008 (the "Bonds") issued pursuant to the Company's Mortgage
and Deed of Trust, dated as of February 1, 1988, with Bank of
Montreal Trust Company, as Corporate Trustee (the "Corporate
Trustee"), and Mark F. McLaughlin (successor to Z. George
Klodnicki), as Co-Trustee, as heretofore amended and supplemented
by all indentures amendatory thereof and supplemental thereto,
including the Twelfth Supplemental Indenture, dated as of April
1, 1998 (the "Supplemental Indenture") (the Mortgage and Deed of
Trust as so amended and supplemented being hereinafter referred
to as the "Mortgage"). This opinion is being rendered to you at
the request of the Company. Capitalized terms used herein and
not otherwise defined have the meanings ascribed to such terms in
the Underwriting Agreement.
In our capacity as such counsel, we have either participated
in the preparation of or have examined and are familiar with:
(a) the Company's Restated Articles of Incorporation and By-Laws,
each as amended; (b) the Underwriting Agreement; (c) the
Mortgage; (d) the Registration Statement and the Prospectus; (e)
the records of various corporate proceedings relating to the
authorization, issuance and sale of the Bonds by the Company and
the execution and delivery by the Company of the Supplemental
Indenture and the Underwriting Agreement; and (f) the proceedings
before and the order entered by the Commission under the Holding
Company Act relating to the issuance and sale of the Bonds by the
Company. We have also examined or caused to be examined such
other documents and have satisfied ourselves as to such other
matters as we have deemed necessary in order to render this
opinion. In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to the originals of the
documents submitted to us as certified or photostatic copies and
the authenticity of the originals of such latter documents. We
have not examined the Bonds, except a specimen thereof, and we
have relied upon a certificate of the Corporate Trustee as to the
authentication and delivery thereof.
Subject to the foregoing and to the further exceptions and
qualifications set forth below, we are of the opinion that:
(1) The Mortgage has been duly and validly authorized
by all necessary corporate action on the part of the
Company, has been duly and validly executed and delivered by
the Company, is a legal, valid and binding instrument of the
Company enforceable against the Company in accordance with
its terms, except (i) as limited by the laws of the States
of Mississippi, Arkansas and Wyoming, where the property
covered thereby is located, affecting the remedies for the
enforcement of the security provided for therein, and (ii)
as limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization or other similar laws affecting
enforcement of mortgagees' and other creditors' rights and
by general equitable principles (whether considered in a
proceeding in equity or at law) and is qualified under the
Trust Indenture Act, and no proceedings to suspend such
qualification have been instituted or, to our knowledge,
threatened by the Commission.
(2) The Bonds have been duly and validly
authorized by all necessary corporate action on the part of
the Company and are legal, valid and binding obligations of
the Company enforceable against the Company in accordance
with their terms, except as limited by applicable
bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting enforcement
of mortgagees' and other creditors' rights and by general
equitable principles (whether considered in a proceeding in
equity or at law) and are entitled to the benefit of the
security afforded by the Mortgage.
(3) The statements made in the Prospectus under the
captions "Description of the New G&R Bonds," insofar as they
purport to constitute summaries of the documents referred to
therein, constitute accurate summaries of the terms of such
documents in all material respects.
(4) The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(5) Except as to the financial statements and
other financial or statistical data included or incorporated
by reference therein, upon which we do not pass, the
Registration Statement, at the Effective Date, and the
Prospectus, at the time it was filed with the Commission
pursuant to Rule 424(b), complied as to form in all material
respects with the applicable requirements of the Securities
Act and (except with respect to the Statements of
Eligibility, upon which we do not pass) the Trust Indenture
Act, and the applicable instructions, rules and regulations
of the Commission thereunder or pursuant to said
instructions, rules and regulations are deemed to comply
therewith; and, with respect to the documents or portions
thereof filed with the Commission pursuant to the Exchange
Act, and incorporated or deemed to be incorporated by
reference in the Prospectus pursuant to Item 12 of Form S-3,
such documents or portions thereof, on the date filed with
the Commission, complied as to form in all material respects
with the applicable provisions of the Exchange Act, and the
applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions,
rules and regulations are deemed to comply therewith; the
Registration Statement has become, and on the date hereof
is, effective under the Securities Act; and, to the best of
our knowledge, no stop order suspending the effectiveness of
the Registration Statement has been issued and no
proceedings for that purpose are pending or threatened under
Section 8(d) of the Securities Act.
(6) An appropriate order has been entered by the
Commission under the Holding Company Act authorizing the
issuance and sale of the Bonds by the Company; to the best
of our knowledge, said order is in full force and effect; no
further approval, authorization, consent or other order of
any governmental body (other than under the Securities Act
or the Trust Indenture Act, which have been duly obtained,
or in connection or compliance with the provisions of the
securities or blue sky laws of any jurisdiction) is legally
required to permit the issuance and sale of the Bonds by the
Company pursuant to the Underwriting Agreement; and no
further approval, authorization, consent or other order of
any governmental body is legally required to permit the
performance by the Company of its obligations with respect
to the Bonds or under the Mortgage and the Underwriting
Agreement.
In passing upon the forms of the Registration Statement and
the Prospectus, we necessarily assume the correctness,
completeness and fairness of the statements made by the Company
and information included or incorporated by reference in the
Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in paragraph (3) above. In connection
with the preparation by the Company of the Registration Statement
and the Prospectus, we have had discussions with certain
officers, employees and representatives of the Company and
Entergy Services, Inc., with other counsel for the Company, and
with the independent certified public accountants of the Company
who audited certain of the financial statements included or
incorporated by reference in the Registration Statement. Our
examination of the Registration Statement and the Prospectus and
our discussions did not disclose to us any information which
gives us reason to believe that the Registration Statement, at
the Effective Date, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading or that the Prospectus, at the time it was filed to
the Commission pursuant to Rule 424(b) and at the date hereof,
contained or contains any untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading. We do not express
any opinion or belief as to (i) the financial statements or other
financial or statistical data included or incorporated by
reference in the Registration Statement or the Prospectus, (ii)
the Statements of Eligibility, (iii) the information contained in
the Prospectus Supplement under the caption "Description of the
New G&R Bonds--Book-Entry G&R Bonds" or (iv) Appendix A to the
Prospectus Supplement and the information contained in the
Prospectus Supplement under the caption "Credit Enhancement of
the New G&R Bonds."
We are members of the New York Bar and, for purposes of this
opinion, do not hold ourselves out as experts on the laws of any
other jurisdiction other than the State of New York and the
United States of America. As to all matters of Mississippi and
Wyoming law, we have relied upon the opinion of even date
herewith addressed to you by Ann G. Roy, Senior Counsel-Corporate
and Securities of Entergy Services, Inc., and as to all matters
of Arkansas law, we have relied upon the opinion of even date
herewith addressed to you by Friday, Eldredge & Clark, special
counsel to the Company. We have not examined into and are not
passing upon matters relating to incorporation of the Company,
titles to property, franchises or the lien of the Mortgage.
The opinion set forth above is solely for the benefit of the
addressees of this letter in connection with the Underwriting
Agreement and the transactions contemplated thereunder and it may
not be relied upon in any manner by any other person or for any
other purpose, without our prior written consent, except that Ann
G. Roy, Senior Counsel-Corporate and Securities of Entergy
Services, Inc., may rely on this opinion as to all matters of New
York law in rendering her opinion required to be delivered under
the Underwriting Agreement.
Very truly yours,
REID & PRIEST LLP
<PAGE>
EXHIBIT D
[Letterhead of Winthrop, Stimson, Putnam & Roberts]
April __, 1998
Lehman Brothers Inc.
Morgan Stanley & Co. Incorporated
Salomon Brothers Inc
c/o Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Ladies and Gentlemen:
We have acted as counsel for you as the several underwriters
of $80,000,000 in aggregate principal amount of General and
Refunding Mortgage Bonds, 6.45% Series due April 1, 2008 (the
"Bonds"), issued by Entergy Mississippi, Inc., a Mississippi
corporation (the "Company"), under the Company's Mortgage and
Deed of Trust, dated as of February 1, 1988, with Bank of
Montreal Trust Company, as Corporate Trustee (the "Corporate
Trustee"), and Mark F. McLaughlin (successor to Z. George
Klodnicki), as Co-Trustee, as heretofore amended and supplemented
by all indentures amendatory thereof and supplemental thereto,
including the Twelfth Supplemental Indenture, dated as of April
1, 1998 (the Mortgage and Deed of Trust as so amended and
supplemented being hereinafter referred to as the "Mortgage"),
pursuant to the Underwriting Agreement between you and the
Company effective March 31, 1998 (the "Underwriting Agreement").
We are members of the New York Bar and, for purposes of this
opinion, do not hold ourselves out as experts on the laws of any
jurisdiction other than the State of New York and the United
States of America. We have, with your consent, relied upon
opinions of even date herewith addressed to you of Friday,
Eldredge & Clark, counsel for the Company, as to all matters of
Arkansas law related to this opinion and by Ann G. Roy, Senior
Counsel-Corporate and Securities of Entergy Services, Inc., as to
all matters of Mississippi and Wyoming law related to this
opinion. We have reviewed said opinions and believe that they
are satisfactory. We have also reviewed the opinion of Reid &
Priest LLP required by Section 7(d) of the Underwriting
Agreement, and we believe said opinion to be satisfactory.
We have reviewed, and have relied as to matters of fact
material to this opinion upon, the documents delivered to you at
the closing of the transactions contemplated by the Underwriting
Agreement, and we have reviewed such other documents and have
satisfied ourselves as to such other matters as we have deemed
necessary in order to enable us to render this opinion. As to
such matters of fact material to this opinion, we have relied
upon representations and certifications of the Company in such
documents and in the Underwriting Agreement, and upon statements
in the Registration Statement. In such review, we have assumed
the genuineness of all signatures, the conformity to the
originals of the documents submitted to us as certified or
photostatic copies, the authenticity of the originals of such
documents and all documents submitted to us as originals and the
correctness of all statements of fact contained in all such
original documents. We have not examined the Bonds, except a
specimen thereof, and we have relied upon a certificate of the
Corporate Trustee as to the authentication and delivery thereof.
We have not examined into, and are expressing no opinion or
belief as to matters relating to, incorporation of the Company,
titles to property, franchises or the lien of the Mortgage.
Capitalized terms used herein and not otherwise defined have the
meanings ascribed to such terms in the Underwriting Agreement.
Subject to the foregoing and to the further exceptions and
qualifications set forth below, we are of the opinion that:
(1) The Mortgage has been duly and validly authorized
by all necessary corporate action on the part of the
Company, has been duly and validly executed and delivered by
the Company, and is a legal, valid and binding instrument of
the Company enforceable against the Company in accordance
with its terms, except (i) as limited by the laws of the
States of Mississippi, Arkansas and Wyoming, where the
property covered thereby is located, affecting the remedies
for the enforcement of the security purported to be provided
for therein, and (ii) as limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws
affecting enforcement of mortgagees' and other creditors'
rights and general equitable principles (whether considered
in a proceeding in equity or at law), and by an implied
covenant of good faith and fair dealing; and, to the best of
our knowledge, the Mortgage is qualified under the Trust
Indenture Act and no proceedings to suspend such
qualification have been instituted or threatened by the
Commission.
(2) The Bonds have been duly and validly authorized by
all necessary corporate action on the part of the Company
and are legal, valid and binding obligations of the Company
enforceable against the Company in accordance with their
terms, except as limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws
affecting enforcement of mortgagees' and other creditors'
rights and general equitable principles (whether considered
in a proceeding in equity or at law) and by an implied
covenant of good faith and fair dealing and are entitled to
the benefit of the security purported to be afforded by the
Mortgage.
(3) The statements made in the Prospectus under the
captions "Description of the New G&R Bonds," insofar as they
purport to constitute summaries of the documents referred to
therein, constitute accurate summaries of the terms of such
documents in all material respects.
(4) The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(5) An appropriate order has been entered by the
Commission under the Holding Company Act, authorizing the
issuance and sale of the Bonds by the Company, and to the
best of our knowledge, such order is in full force and
effect; and no further approval, authorization, consent or
other order of any governmental body (other than under the
Securities Act or the Trust Indenture Act, which, to the
best of our knowledge, have been duly obtained, or in
connection or compliance with the provisions of the
securities or blue sky laws of any jurisdiction) is legally
required to permit the issuance and sale of the Bonds by the
Company pursuant to the Underwriting Agreement.
(6) Except in each case as to the financial statements
and other financial or statistical data included or
incorporated by reference therein, upon which we do not
pass, the Registration Statement, at the Effective Date, and
the Prospectus, at the time it was filed with the Commission
pursuant to Rule 424(b), complied as to form in all material
respects with the applicable requirements of the Securities
Act and (except with respect to the Statements of
Eligibility, upon which we do not pass) the Trust Indenture
Act, and the applicable instructions, rules and regulations
of the Commission thereunder or pursuant to said
instructions, rules and regulations are deemed to comply
therewith; and, with respect to the documents or portions
thereof filed with the Commission pursuant to the Exchange
Act, and incorporated or deemed to be incorporated by
reference in the Prospectus pursuant to Item 12 of Form S-3,
such documents or portions thereof, on the date filed with
the Commission, complied as to form in all material respects
with the applicable provisions of the Exchange Act, and the
applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions,
rules and regulations are deemed to comply therewith. To
the best of our knowledge, the Registration Statement has
become, and on the date hereof is, effective under the
Securities Act and no stop order suspending the
effectiveness of the Registration Statement has been issued
and no proceedings for that purpose are pending or
threatened under Section 8(d) of the Securities Act.
In passing upon the form of the Registration Statement and
the form of the Prospectus, we necessarily assume the
correctness, completeness and fairness of the statements made by
the Company and information included or incorporated by reference
in the Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in paragraph (3) above. In connection
with the preparation by the Company of the Registration Statement
and the Prospectus, we have had discussions with certain
officers, employees and representatives of the Company and
Entergy Services, Inc., with counsel for the Company and with
your representatives. Our review of the Registration Statement
and the Prospectus and the above-mentioned discussions did not
disclose to us any information that gives us reason to believe
that the Registration Statement, at the Effective Date, contained
an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading or that the Prospectus, at
the time transmitted for filing to the Commission pursuant to
Rule 424(b) and at the date hereof, contained or contains any
untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading. We do not express any opinion or belief as
to (i) the financial statements or other financial or statistical
data included or incorporated by reference in the Registration
Statement or the Prospectus, (ii) the Statements of Eligibility,
(iii) the information contained in the Prospectus Supplement
under the caption "Description of the New G&R Bonds--Book-Entry
G&R Bonds" or (iv) Appendix A to the Prospectus Supplement and
the information contained in the Prospectus Supplement under the
caption "Credit Enhancement of the New G&R Bonds."
With respect to the opinions set forth in paragraphs (1) and
(2) above, we call your attention to the facts that Section 9.08
of the Mortgage provides that the Company will promptly record
and file the Supplemental Indenture in such manner and in such
places, as may be required by law in order to fully preserve and
protect the security of the bondholders and all rights of the
Corporate Trustee.
This opinion is solely for your benefit in connection with
the Underwriting Agreement and the transactions contemplated
thereunder and may not be relied upon in any manner by any other
person or for any other purpose, without our prior written
consent.
Very truly yours,
WINTHROP, STIMSON, PUTNAM & ROBERTS
<PAGE>
EXHIBIT E
ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS
PURSUANT TO SECTION 7(f)(iv) OF THE UNDERWRITING AGREEMENT
FOR INCLUSION IN THE LETTER OF THE ACCOUNTANTS
REFERRED TO THEREIN
Caption Page Item
Annual Report on Form 10-
K for the year ended
December 31, 1997
"SELECTED FINANCIAL DATA 115 The amounts of electric
- -FIVE YEAR COMPARISON" operating revenues (by
source) for the twelve month
periods ended December 31,
1997 and 1996.
Exhibit F-2(b)
New York, New York
April 16, 1998
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 April 8, 1998
of $80,000,000 in aggregate principal amount of its General
and Refunding Mortgage Bonds, 6.45% Series due April 1, 2008
(the "Bonds"), we advise you that in our opinion:
(a) the Company is a corporation duly
organized and validly existing under the laws of the
State of Mississippi;
(b) the issuance and sale of the Bonds have
been consummated in accordance with the Application-
Declaration, as amended, and the Order;
(c) all state laws that relate or are
applicable to the issuance and sale of the Bonds
(other than so-called "blue sky" or similar laws,
upon which we do not pass herein) have been complied
with;
(d) the Bonds are valid and binding
obligations of the Company in accordance with their
terms except as limited by bankruptcy, insolvency or
other laws affecting enforcement of mortgagees' and
other creditors' rights; and
(e) the consummation of the issuance and sale
of the Bonds has not violated the legal rights of
the holders of any securities issued by the Company
or any associate company thereof.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of any other state. In
giving this opinion, we have relied, as to all matters
governed by the laws of any other state, upon the opinion of
Ann G. Roy, Senior Counsel -- Corporate and Securities of
Entergy Services, Inc., counsel for Company, which is to be
filed as an exhibit to the Certificate pursuant to Rule 24.
Our consent is hereby given to the use of this
opinion as an exhibit to the Certificate pursuant to Rule 24.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
Exhibit F-3(a)
April 16, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
With respect to (1) the Application-Declaration
("Application-Declaration") on Form U-1, as amended (File No.
70-8719), filed by Entergy Mississippi, Inc. (the "Company")
with the Securities and Exchange Commission ("Commission")
under the Public Utility Holding Company Act of 1935, as
amended, contemplating, among other things, the issuance and
sale by the Company of one or more new series of the Company's
General and Refunding Mortgage Bonds; (2) the Commission's
order dated January 30, 1996 ("Order") permitting the
Application-Declaration, as amended, to become effective with
respect to the issuance and sale of said General and Refunding
Mortgage Bonds; and (3) the issuance and sale by the Company
on April 8, 1998 of $80,000,000 in aggregate principal amount
of its General and Refunding Mortgage Bonds, 6.45% Series due
April 1, 2008 (the "Bonds"), I advise you that in my 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, reorganization or
other similar 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.
I am a member of the Mississippi State Bar and do not
hold myself out as an expert on the laws of any other state.
My consent is hereby given to the use of this opinion
as an exhibit to the Certificate pursuant to Rule 24.
Very truly yours,
/s/ Ann G. Roy
Ann G. Roy
Senior Counsel -
Corporate and Securities
