10.22 City of Jackson, Tennessee, Resolution No. 98-5.*
10.23 County of Madison, Tennessee, Resolution.*
10.24 City of Newbern, Tennessee, Resolution.*
10.25 City of Selmer, Tennessee, Resolution No. 0398.*
10.26 City of Thibodaux, Louisiana, Resolution No. 656.*
21.0 Subsidiaries of Registrants.*
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Dow, Lohnes and Albertson, PLLC (included in Exhibit 5.1).
24.1 Powers of attorney of directors, representatives and officers (included
as part of signature pages).*
25.1 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of the United States Trust Company of New York, as
Trustee for the Notes.*
99.1 Letter of Transmittal.
99.2 Tender Instructions (included in Exhibit 99.1).
99.3 Notice of Guaranteed Delivery (included in Exhibit 99.1).
* Previously filed with this Registration Statement.
ITEM 17 OF FORM S-1 AND ITEM 22 OF FORM S-4 UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Registrants have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants of
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrants will, unless in the opinion
of their counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by them is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i)To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement.
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2)That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any
of the securities which remain unsold at the termination of the offering.