[Conformed]
FIRST PV FUNDING CORPORATION,
PUBLIC SERVICE COMPANY OF NEW MEXICO
and
CHEMICAL BANK,
as Trustee
--------------
1994 SUPPLEMENTAL INDENTURE
dated as of June 8, 1994
to
COLLATERAL TRUST INDENTURE
dated as of December 16, 1985
-----------------------------
Making Provision for a Corrective Amendment
to the Indenture
PALO VERDE NUCLEAR GENERATING STATION
1994 SUPPLEMENTAL INDENTURE dated as of June 8, 1994
among FIRST PV FUNDING CORPORATION, a Delaware corporation (the
Company), PUBLIC SERVICE COMPANY OF NEW MEXICO, a New Mexico
corporation (PNM), and CHEMICAL BANK, a New York banking
corporation, as trustee (the Trustee).
WHEREAS, the Company and PNM have heretofore executed and
delivered to the Trustee an indenture dated as of December 16, 1985
(the Original Indenture) to provide for the issue from time to time
of the Company's debentures, notes or other evidences of
indebtedness to be issued in one or more series (the Securities);
WHEREAS, Section 11.01 of the Original Indenture
provides, among other things, that PNM, the Company and the Trustee
may enter into indentures supplemental to the Original Indenture
for, among other things, the purpose of establishing the form and
terms of Securities of any series as permitted by Sections 2.01 and
2.03 of the Original Indenture;
WHEREAS, PNM and the Company heretofore executed and
delivered the Series 1986A Bond Supplemental Indenture dated as of
July 15, 1986 (the Series 1986A Supplement) to the Trustee, and the
Company issued thereunder a series of Securities designated "Lease
Obligation Bonds Series 1986A" (the 1986A Bonds) in the original
aggregate principal amount of $253,677,000;
WHEREAS, PNM and the Company heretofore executed and
delivered the Series 1986B Bond Supplemental Indenture dated as of
November 18, 1986 (the Series 1986B Supplement), and the Company
issued thereunder a series of Securities designated "Lease
Obligation Bonds, Series 1986B" (the 1986B Bonds) in the original
aggregate principal amount of $460,000,000;
WHEREAS, on June 1, 1994 $210,331,000 of 1986A Bonds and
$424,986,000 of 1986B Bonds were the only Securities Outstanding
under the Original Indenture as heretofore supplemented and amended
(the Original Indenture, as heretofore supplemented and amended and
as amended by this 1994 Supplemental Indenture, being hereinafter
called the Indenture);
WHEREAS, Section 11.01 of the Original Indenture provides
that the Company and the Trustee may, without consent of the
Holders of any Securities, enter into an indenture supplemental to
the Original Indenture to cure a defective provision in the
Original Indenture provided such action does not adversely affect
the interest of the Holders of the Securities;
WHEREAS, the Company desires to make the amendment to
Section 7.01 of the Original Indenture set forth in Section 1.01 of
this 1994 Supplemental Indenture;
WHEREAS, the Company and PNM have determined that the
amendment to Section 7.01 of the Original Indenture cures a
defective provision in the Original Indenture in a manner which
does not adversely affect the interest of the Holders of the
Securities; and
WHEREAS, all acts and things necessary to constitute
these presents a valid and binding supplemental indenture and
agreement according to its terms have been done and performed, and
the execution of this 1994 Supplemental Indenture has in all
respects been duly authorized, and the Company and PNM, in the
exercise of legal right and power in them vested, execute this 1994
Supplemental Indenture:
NOW, THEREFORE, THIS 1994 SUPPLEMENTAL INDENTURE
WITNESSETH:
ARTICLE ONE
AMENDMENT TO ORIGINAL INDENTURE
WITHOUT CONSENT
SECTION 1.01. Amendment to Original Indenture.
The first and second paragraphs of Section 7.01 of the
Original Indenture are designated paragraphs "(a)" and "(b)",
respectively. There is added to the Original Indenture the
following provision:
"(c) Pursuant to the Series 1986A Series
Supplemental Indenture dated as of July 15, 1986 (the
Series 1986A Supplement), the Company issued a series of
Securities designated "Lease Obligation Bonds Series
1986A" (the Series A Bonds), of which, on June 1, 1994
two Stated Maturities of principal remain outstanding:
July 15, 1996 and January 15, 2014. Paragraph (b) of
Section 7.01 of the Original Indenture to the contrary
notwithstanding, in the event that there shall have been
any partial redemption of Series A Bonds of a particular
Stated Maturity of principal (other than pursuant to the
Sinking Fund), the Sinking Fund payments thereafter to be
made with respect to such Series A Bonds shall be
adjusted as follows. The Company shall first identify
all related Pledged Lessor Notes (as defined in Article
II of Series 1986A Supplement and identified in Schedule
2 thereto) having the same maturity as the Series A Bonds
of such particular Stated Maturity of principal redeemed,
if any, which are outstanding following such redemption;
provided, however, that for purposes of this Section
7.01(c), any such Pledged Lessor Notes with a maturity
subsequent to January 15, 2010 shall be deemed to have a
maturity of January 15, 2014. Having identified all such
outstanding Pledged Lessor Notes (the Outstanding Notes),
the Company shall determine the dates on which the
principal of such Outstanding Notes is to be amortized
(the Scheduled Amortization Dates). The amount of the
Sinking Fund payment scheduled to be made on each Sinking
Fund Date subsequent to the date of such partial
redemption shall then be adjusted to equal the aggregate
principal amount of all Outstanding Notes scheduled to be
amortized on the Scheduled Amortization Date
corresponding to such Sinking Fund Date. All such
adjustments in respect of Sinking Fund payments on a
Sinking Fund Date shall be rounded to the nearest $1,000,
and shall be subject to necessary further adjustment so
that the total amount of such reduction is at least equal
to the total principal amount of Series A Bonds redeemed
pursuant to such partial redemption. Having made the
calculations required by the preceding two sentences, the
Company shall deliver to the Trustee a Company Request
not later than 30 days following any partial redemption
of Series A Bonds (other than pursuant to the Sinking
Fund), setting forth (x) the schedules of principal
amortization of all related Outstanding Notes having the
same maturity as the Stated Maturity of principal of the
Series A Bonds redeemed and (y) a revised schedule of
Sinking Fund payments applicable to Series A Bonds having
the same Stated Maturity of principal as the Series A
Bonds redeemed. The Trustee may rely on such Company
Request and shall have no duty with respect to the
adjustments set forth therein other than to make them
available for inspection by a Holder of Series A Bonds at
the Corporate Trust Office upon reasonable notice."
SECTION 1.02. Effectiveness.
(a) The amendments to the Original Indenture specified in
Section 1.01 shall become effective for all purposes of the
Indenture, without necessity for further act by or notice to PNM,
the Company or the Trustee, upon the execution and delivery of this
1994 Supplemental Indenture by the Trustee.
(b) Upon the effectiveness of the amendments to the
Original Indenture specified in Section 1.01, the Original
Indenture shall, as provided in Section 11.05 thereof, be modified
accordingly and such amendments shall form a part of the Indenture
for all purposes and every Holder of 1986A Bonds shall be bound
thereby.
ARTICLE TWO
MISCELLANEOUS
SECTION 2.01. Execution as Supplemental Indenture;
Definitions.
This 1994 Supplemental Indenture is executed and shall be
construed as an indenture supplemental to the Original Indenture
and, as provided in the Original Indenture, this 1994 Supplemental
Indenture forms a part thereof. Except as herein expressly
otherwise defined, the use of the terms herein is in accordance
with the definitions contained in the Original Indenture.
SECTION 2.02. Responsibility for Recitals, etc.
The recitals contained herein shall be taken as the
statements of the Company and PNM, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes
no representation as to the validity or sufficiency of this 1994
Supplemental Indenture.
SECTION 2.03. Provisions Binding on Successors.
All the covenants, stipulations, promises and agreements
in this 1994 Supplemental Indenture contained by or on behalf of
the Company or PNM shall bind its successors and assigns, whether
so expressed or not.
SECTION 2.04. New York Contract.
This 1994 Supplemental Indenture shall be deemed to be a
contract under the laws of the State of New York, and for all
purposes shall be governed by and construed in accordance with the
laws of said state.
SECTION 2.05. Counterparts.
This 1994 Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the Company, PNM and the Trustee have
caused this 1994 Supplemental Indenture to be duly executed by
their respective officers thereunto duly authorized, as of the date
and year first above written.
FIRST PV FUNDING CORPORATION
[CORPORATE SEAL]
By /s/ M.A. Ferrucci
-------------------------
M.A. Ferrucci
President
Attest:
/s/ Kim E. Luthans
- ----------------------
Assistant Secretary
PUBLIC SERVICE COMPANY
OF NEW MEXICO
[CORPORATE SEAL]
By /s/ M.J. Marzec
-------------------------
M.J. Marzec
Treasurer
Attest:
/s/ D.A. James
- ---------------------
Assistant Secretary
CHEMICAL BANK,
as Trustee
[CORPORATE SEAL]
By /s/ T.J. Foley
-------------------------
T.J. Foley
Vice President
Attest:
/s/ P. Morabito
- ------------------------
Senior Trust Officer