0000065984-03-000406 Sample Contracts

Entergy Mississippi, Inc. $[ ] First Mortgage Bonds, [ ]% Series due [ ] UNDERWRITING AGREEMENT
Underwriting Agreement • November 21st, 2003 • Entergy Mississippi Inc • Electric services • New York

The undersigned, Entergy Mississippi, Inc., a Mississippi corporation (the "Company"), proposes to issue, and sell severally to the underwriters set forth in Schedule I attached hereto (the "Underwriters," which term, when the context permits, shall also include any underwriters substituted as hereinafter in Section 11 provided), for whom [Lead Underwriter] is acting as representative, an aggregate of $[___________] principal amount of the Company's First Mortgage Bonds, [____]% Series due [___________] (the "Bonds"), as follows:

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ENTERGY MISSISSIPPI, INC. (formerly Mississippi Power & Light Company) to THE BANK OF NEW YORK (successor to Harris Trust Company of New York and Bank of Montreal Trust Company) and STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin and Z. George...
Supplemental Indenture • November 21st, 2003 • Entergy Mississippi Inc • Electric services

[_______________] SUPPLEMENTAL INDENTURE, dated as of [___________], 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 THE BANK OF NEW YORK (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. 212-815-2923) and STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin), whose post office address is 63 Euclid Avenue, Massapequa, New York 11758 (tel. 212-635-1045), 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 "Indentu

Indenture (For Unsecured Debt Securities) Dated as of ______________, _____ ENTERGY MISSISSIPPI, INC. Reconciliation and tie between Trust Indenture Act of 1939 an Indenture, dated as of ______________________, _____
Indenture • November 21st, 2003 • Entergy Mississippi Inc • Electric services • New York

INDENTURE, dated as of _________________, between ENTERGY MISSISSIPPI, INC., a corporation duly organized and existing under the laws of the State of Mississippi (herein called the Company), having its principal office at 639 Loyola Avenue, New Orleans, Louisiana 70113, and _______________________________________, a _____________________, having its principal corporate trust office at ______________________________, as Trustee (herein called the "Trustee").

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