_________________________________________________________________ ENTERGY MISSISSIPPI, INC. (formerly Mississippi Power & Light Company) to THE BANK OF NEW YORK MELLON (formerly The Bank of New York) (successor to Harris Trust Company of New York and Bank of Montreal Trust Company) As Trustee under Entergy Mississippi, Inc.s Mortgage and Deed of Trust, dated as of February 1, 1988 ________________________________ TWENTY-SEVENTH SUPPLEMENTAL INDENTURE Providing among other things for General and Refunding Mortgage Bonds designated as First Mortgage Bonds, 6.20% Series due April 15, 2040 ________________ Dated as of April 1, 2010 _____________________________ Prepared by Wise Carter Child & Caraway, Professional Association P.O. Box 651 Jackson, Mississippi 39205 ###-###-#### _________________________________________________________________ TWENTY-SEVENTH SUPPLEMENTAL INDENTURE _________________________

 

 

 

(formerly Mississippi Power & Light Company)

 

 

to

 

(formerly The Bank of New York)

(successor to Harris Trust Company of New York and Bank of Montreal Trust Company)

 

 

As Trustee under

Entergy Mississippi, Inc.’s

Mortgage and Deed of Trust, dated as of February 1, 1988

 

________________________________

 

 

Providing among other things for

General and Refunding Mortgage Bonds designated as

First Mortgage Bonds,

6.20% Series due April 15, 2040

 

________________

 

Dated as of April 1, 2010

 

_____________________________

 

Prepared by

Wise Carter Child & Caraway, Professional Association

P.O. Box 651

Jackson, Mississippi 39205

(601) 968-5500

 

 

TWENTY-SEVENTH SUPPLEMENTAL INDENTURE

 

_________________________

 

TWENTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of April 1, 2010, 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 ###-###-#### (tel. 601 ###-###-####) (the “Company”) and THE BANK OF NEW YORK MELLON (successor to Harris Trust Company of New York), a New York banking corporation of the State of New York, whose principal corporate trust office is located at 101 Barclay Street, 8W, New York, New York 10286 (tel. 212 ###-###-####), as Trustee 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 bein g herein called the “Indenture”);

 

WHEREAS, the Original Indenture has been duly recorded or filed as then required in the States of Mississippi, Arkansas and Wyoming; and

 

WHEREAS, the Company has executed and delivered to the Trustee (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, its Elevent h Supplemental Indenture, dated as of June 1, 1997, its Twelfth Supplemental Indenture, dated as of April 1, 1998, its Thirteenth Supplemental Indenture, dated as of May 1, 1999, its Fourteenth Supplemental Indenture, dated as of May 1, 1999, its Fifteenth Supplemental Indenture, dated as of February 1, 2000, its Sixteenth Supplemental Indenture, dated as of January 1, 2001, its Seventeenth Supplemental Indenture, dated as of October 1, 2002, its Eighteenth Supplemental Indenture, dated as of November 1, 2002, its Nineteenth Supplemental Indenture, dated as of January 1, 2003, its Twentieth Supplemental Indenture, dated as of March 1, 2003, its Twenty-first Supplemental Indenture, dated as of May 1, 2003, its Twenty-second Supplemental Indenture, dated as of March 1, 2004, its Twenty-third Supplemental Indenture, dated as of April 1, 2004, its Twenty-fourth Supplemental Indenture, dated as of September 1, 2004, its Twenty-fifth Supplemental Indenture, dated as of January 1, 2006, and its Twenty-sixth Supplem ental Indenture, dated as of June 1, 2009, each as a supplement to the Original Indenture, which Supplemental Indentures have been duly recorded or filed as then required in the States of Mississippi, Arkansas and Wyoming; and

 

WHEREAS, pursuant to an Agreement and Plan of Merger dated as of March 18, 1999, Harris Trust Company of New York merged into Bank of Montreal Trust Company, Trustee under the Indenture, and effective July 1, 1999, the combined entity changed its name to Harris Trust Company of New York. By virtue of Section 9.03 of the Original Indenture, Harris Trust Company of New York became successor Trustee under the Indenture, without execution of any paper or the performance of any further act on the part of any other parties to the Indenture; and

 

WHEREAS, effective June 30, 2000, Harris Trust Company of New York resigned as Trustee under the Indenture, and by an Instrument of Appointment of Successor Trustee the Company appointed The Bank of New York as successor Trustee, effective June 30, 2000, and The Bank of New York accepted said appointment; and

 

WHEREAS, effective June 30, 2000, Mark F. McLaughlin resigned as Co-Trustee under the Indenture, and by an Agreement of Resignation, Appointment and Acceptance the Company appointed Stephen J. Giurlando, as successor Co-Trustee, effective June 30, 2000, and Stephen J. Giurlando accepted said appointment; and

 

WHEREAS, effective July 1, 2008, The Bank of New York changed its name to The Bank of New York Mellon; and

 

WHEREAS, effective June 1, 2009, Stephen J. Giurlando resigned as Co-Trustee under the Indenture; 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:

 

Series		Principal Amount Issued				Principal Amount 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			None
7.70% Series due July 15, 2023			60,000,000			None
6 5/8% Series due November 1, 2003			65,000,000			None
8.25% Series due July 1, 2004			25,000,000			None
8.80% Series due April 1, 2005			80,000,000			None
6 7/8% Series due June 1, 2002			65,000,000			None
6.45% Series due April 1, 2008			80,000,000			None
6.20% Series due May 1, 2004			75,000,000			None
Floating Rate Series due May 3, 2004			50,000,000			None
Pollution Control Series A due July 1, 2022			32,850,000			$	32,850,000
7 3/4% Series due February 15, 2003			120,000,000			None
6.25% due February 1, 2003			70,000,000			None
6% Series due November 1, 2032			75,000,000				75,000,000
7.25% Series due December 1, 2032			100,000,000				100,000,000
5.15% Series due February 1, 2013			100,000,000				100,000,000
4.35% Series due April 1, 2008			100,000,000			None
4.95% Series due June 1, 2018			95,000,000				95,000,000
6.25% Series due April 1, 2034			100,000,000				100,000,000
4.65% Series due May 1, 2011			80,000,000				80,000,000
4.60% Pollution Control Series B due April 1, 2022			16,030,000				16,030,000
5.92% Series due February 1, 2016			100,000,000				100,000,000
6.64% Series due July 1, 2019			150,000,000				150,000,000

; 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 Twenty-seventh 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 TWENTY-SEVENTH SUPPLEMENTAL INDENTURE WITNESSETH: That the Company, in consideration of the premises and of Ten Dollars ($10) to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to further secure the payment of both the principal of and interest on the bonds from time to time issued under the Indenture, according to their tenor and effect and the performance of all provisions of the Indenture and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms a security interest unto THE BANK OF NEW YORK MELLON, as Trustee, and to its successor or successors in said trust, and to said Trustee and its successors and assigns forever (subje ct, however, to Excepted Encumbrances as defined in Section 1.06 of the Original Indenture), in 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) 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 described in the Indenture.

 

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 as 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 in 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 o r 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 the Trustee 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 THE BANK OF NEW YORK MELLON, and its 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 Trustee and its successor or successors as Trustee 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 Trustee 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 Trustee and its successor or successors in such trust as follows:

 

 

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

 

 

 

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.

 

 

 

ARTICLE II

THE THIRTY-THIRD SERIES

 

 

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 bonds of the Thirty-third 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.

 

 

 

 

ARTICLE III

COVENANTS

 

 

 

ARTICLE IV

MISCELLANEOUS PROVISIONS

 

 

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 THE BANK OF NEW YORK MELLON 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 such signature to be attested by one of its Vice Presidents, Assistant Vice Presidents or Assistant Secretaries for and on its behalf, all as of the day and year first above written.

 

	ENTERGY MISSISSIPPI, INC.
By:	/s/ Steven C. McNeal
	Steven C. McNeal      Vice President and Treasurer

Attest:

 

/s/ Dawn A. Abuso      

Assistant Secretary

 

	THE BANK OF NEW YORK MELLON,
	as Trustee
By:	/s/ Scott Klein
	Name: Scott Klein
	Title:  Vice President

Attest:

/s/  Kimberly Agard      

Name:  Kimberly Agard

 

STATE OF LOUISIANA                  )

                                                              )      ss.:

PARISH OF ORLEANS                    )

 

 

On this 1st day of April, 2010, before me appeared Steven C. McNeal, to me personally known, who, being by me duly sworn, did say that he is the Vice President and Treasurer of ENTERGY MISSISSIPPI, INC., and that the seal affixed to the above instrument is the seal of said entity and that said instrument was signed and sealed in behalf of said entity by authority of its Board of Directors, and said Steven C. McNeal, acknowledged said instrument to be the free act and deed of said entity.

 

 

On the 1st day of April, 2010 before me personally came Steven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he resides at 7903 Winner’s Circle, Mandeville, Louisiana 70448; that he is the Vice President and Treasurer of ENTERGY MISSISSIPPI, INC., one of the entities described in and which executed the above instrument; that he knows the seal of said entity; that the seal affixed to said instrument is such seal, that it was so affixed by order of the Board of Directors of said entity, and that he signed his name thereto by like order.

 

 

/s/ Jennifer B. Favalora       

Jennifer B. Favalora

Notary Public (ID# 57639)

Parish of Jefferson, State of Louisiana

My Commission is Issued for Life

 

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 Scott Klein as a Vice President, and Kimberly Agard, as a Vice President of THE BANK OF NEW YORK MELLON, 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 12th day of April, 2010, before me personally came Scott Klein and Kimberly Agard personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and, who, being by me duly sworn, did depose and say that each is a Vice President of THE BANK OF NEW YORK MELLON, the corporation described in and which executed the above instrument; and that each signed their names thereto by like order.

 

Given under my hand and seal this 12th day of April, 2010.

 

 

 

	/s/ Carlos Luciano
	Name:  Carlos Luciano Notary Public, State of New York No. 41 ###-###-#### Qualified in Queens County Commission Expires 4/30/10

 

EXHIBIT A

 

[FORM OF BOND OF THIRTY-THIRD SERIES]

[(See legend at the end of this bond for

restrictions on transferability and change of form)]

 

FIRST MORTGAGE BOND

 

6.20% Series due April 15, 2040

 

	CUSIP 29364N 843
No.	$___________

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 _______Dollars ($________) on April 15, 2040, 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 the date of original issuance, if the date of this bond is prior to July 15, 2010 or, if the date of this bond is on or after July 15, 2010, from the January 15, April 15, July 15 or October 15 immediately preceding the date of t his 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 twenty one-hundredths per centum (6.20%) per annum in like coin or currency on January 15, April 15, July 15 and October 15 in each year, commencing July 15, 2010, 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 (to the extent that payment of such interest on any overdue interest is not prohibited under applicable law) on any defaulted interest at the rate of seven and twenty one-hundredths per centum (7.20%) 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.