EXHIBIT 4.2
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ARIZONA PUBLIC SERVICE COMPANY
(formerly Central Arizona Light and Power Company)
TO
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
(successor to Security Pacific National Bank)
As trustee under Central Arizona Light and Power
Company's Mortgage and Deed of Trust, Dated as of
July 1, 1946.
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Fiftieth Supplemental Indenture
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Dated as of August 1, 1993
This Mortgage covers real property,
personal property and chattels.
This instrument and the above-mentioned Mortgage and
Deed of Trust contain after-acquired property provisions.
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FIFTIETH SUPPLEMENTAL INDENTURE
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INDENTURE, dated as of the 1st day of August, 1993, made and entered into
by and between ARIZONA PUBLIC SERVICE COMPANY, a corporation of the State of
Arizona, the principal place of business and mailing address of which is 400
North Fifth Street, Phoenix, Arizona 85004 (hereinafter sometimes called the
Company), party of the first part, and BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, a national banking association, organized under the
banking laws of the United States of America, the mailing address of which is
600 Wilshire Boulevard, Los Angeles, California 90017 (hereinafter sometimes
called the Trustee), party of the second part, as Trustee under the Mortgage
and Deed of Trust, dated as of July 1, 1946 (hereinafter called the Mortgage),
which Mortgage was executed and delivered by the Company under its former
name, Central Arizona Light and Power Company, to secure the payment of bonds
issued or to be issued under and in accordance with the provisions of the
Mortgage, reference to which said Mortgage is hereby made, this Indenture
(hereinafter called the Fiftieth Supplemental Indenture) being supplemental
thereto;
WHEREAS, said Mortgage was recorded and filed in Counties in the State of
Arizona as follows:
Filed and Abstracted
Recorded as Real Mortgage as Chattel Mortgage
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Chattel
Date Book or Mortgage
Recorded Docket Page Book Page
County ------------ ----------- -------- ------------ --------
Apache....................................... 7-28-50 16 1 9 154
Cochise...................................... 2-3-53 80 28 19 292
Coconino..................................... 1-20-53 39 1 10 286
Gila......................................... 1-17-53 32 84 17 --
Graham....................................... 12-3-63 92 87 15 223
Maricopa..................................... 8-6-46 408 163 92 204
Mohave....................................... 11-13-57 28 68 12 13
Navajo....................................... 10-14-49 31 483 16 521
Pima......................................... 1-24-53 558 351 14 --
Pinal........................................ 10-25-52 68 31 12 591
Yavapai...................................... 8-7-46 79 1 12 223
Yuma......................................... 8-1-47 58 173 21 265
and in Counties in the State of New Mexico as follows:
McKinley..................................... 5-31-61 36 153 4 295
San Juan..................................... 1-31-61 472 140 (No. 72441)
the copy recorded in Yuma County, Arizona also being effective for La Paz
County, Arizona, formed on December 31, 1982; and copies of said Mortgage were
filed with the office of the Bureau of Indian Affairs at Window Rock, Arizona,
and with the Navajo Tribe of Indians at Window Rock, Arizona, and in the
offices of the Secretary of State and the State Land Department of the State
of Arizona (all the said counties and the said offices above referred to being
herein referred to as "jurisdictions"); and
WHEREAS, by the Mortgage, the Company covenanted that it would execute and
deliver such supplemental indenture or indentures and such further instruments
and do such further acts as might be necessary or proper to carry out more
effectually the purposes of the Mortgage and to make subject to the Lien of
the Mortgage any property thereafter acquired, made or constructed and
intended to be subject to the Lien thereof; and
WHEREAS, the Company has executed and delivered to the Trustee forty-nine
indentures supplemental to the Mortgage (hereinafter respectively called the
First through the Forty-ninth Supplemental Indentures) dated as of December 1,
1947, April 1, 1949, February 1, 1950, December 1, 1950, February 1, 1953,
November 1, 1953, March 1, 1954, October 1, 1957, March 1, 1959, November 1,
1961, June 1, 1962, December 1, 1962, September 1, 1963, September 1, 1967,
April 1, 1970, March 15, 1972, April 1, 1974, February 15, 1975, June 1, 1975,
November 15, 1975, April 15, 1977, January 15, 1978, March 1, 1979, October
15, 1979, May 15, 1980, February 2, 1982, April 15, 1982, July 1, 1983,
October 15, 1983, June 15, 1984, January 15, 1985, May 1, 1985, June 1, 1985,
November 1, 1985, January 15, 1986, March 1, 1986, May 1, 1986, February 1,
1987, June 1, 1987, November 15, 1987, April 1, 1989, February 15, 1990, May
15, 1990, April 15, 1991, December 15, 1991, January 15, 1992, March 1, 1992,
June 15, 1992, and February 1, 1993, each of which has been or will be
recorded or filed in, or a recording or filing is or will be effective with
respect to, each jurisdiction referred to above; and
WHEREAS, in addition to the property described in the Mortgage, as
heretofore supplemented and amended, 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 Mortgage, as heretofore supplemented and amended, bonds of a
series entitled and designated First Mortgage Bonds, 23/4% Series due 1976
(hereinafter called the bonds of the First Series), in the aggregate principal
amount of Eight Million Five Hundred Thousand Dollars ($8,500,000); bonds of a
series entitled and designated First Mortgage Bonds, 31/8% Series due 1977
(hereinafter called the bonds of the Second Series), in the aggregate
principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000);
bonds of a series entitled and designated First Mortgage Bonds, 3% Series due
1979 (hereinafter called the bonds of the Third Series), in the aggregate
principal amount of Four Million Dollars ($4,000,000); bonds of a series
entitled and designated First Mortgage Bonds, 23/4% Series due 1980
(hereinafter called the bonds of the Fourth Series), in the aggregate
principal amount of Five Million Dollars ($5,000,000); bonds of a series
entitled and designated First Mortgage Bonds, 27/8% Series due 1980
(hereinafter called the bonds of the Fifth Series), in the aggregate principal
amount of Six Million Dollars ($6,000,000); bonds of a series entitled and
designated First Mortgage Bonds, 31/2% Series due 1983 (hereinafter called the
bonds of the Sixth Series), in the aggregate principal amount of Fourteen
Million Five Hundred Thousand Dollars ($14,500,000); bonds of a series
entitled and designated First Mortgage Bonds, 31/2% Series due November 1,
1983 (hereinafter called the bonds of the Seventh Series), in the aggregate
principal amount of Five Million Seven Hundred Twenty-three Thousand Dollars
($5,723,000); bonds of a series entitled and designated First Mortgage Bonds,
31/4% Series due 1984 (hereinafter called the bonds of the Eighth Series), in
the aggregate principal amount of Fifteen Million Dollars ($15,000,000); bonds
of a series entitled and designated First Mortgage Bonds, 51/8% Series due
1987 (hereinafter called the bonds of the Ninth Series), in the aggregate
principal amount of Fifteen Million Dollars ($15,000,000); bonds of a series
entitled and designated First Mortgage Bonds, 4.70% Series due 1989
(hereinafter called the bonds of the Tenth Series), in the aggregate principal
amount of Twenty Million Dollars ($20,000,000); bonds of a series entitled and
designated First Mortgage Bonds, 4.80% Series due 1991 (hereinafter called the
bonds of the Eleventh Series), in the aggregate principal amount of Thirty-
five Million Dollars ($35,000,000); bonds of a series entitled and designated
First Mortgage Bonds, 4.45% Series due 1992 ( hereinafter called the bonds of
the Twelfth Series), in the aggregate principal amount of Twenty-five Million
Dollars ($25,000,000); bonds of a series entitled and designated First
Mortgage Bonds, 4.40% Series due 1992 (hereinafter called the bonds of the
Thirteenth Series), in the aggregate principal amount of Twenty-five Million
Dollars ($25,000,000); bonds of a series entitled and designated First
Mortgage Bonds, 4.50% Series due 1993 (hereinafter called the bonds of the
Fourteenth Series), in the aggregate principal amount of Fifteen Million
Dollars ($15,000,000); bonds of a series entitled and designated First
Mortgage Bonds, 6.25% Series due 1997 (hereinafter called the bonds of the
Fifteenth Series), in the aggregate principal amount of Twenty-five Million
Dollars ($25,000,000); bonds of a series entitled and designated First
Mortgage Bonds, 8.50% Series due 1975 (hereinafter called the bonds of the
Sixteenth Series), in the aggregate principal amount of Thirty Million Dollars
($30,000,000); bonds of a series entitled and designated First Mortgage Bonds,
7.45% Series due 2002 (hereinafter called the bonds of the Seventeenth
Series), in the aggregate principal amount of Sixty Million Dollars
($60,000,000); bonds of a series entitled and designated First Mortgage Bonds,
6.20% Series due 2004 (hereinafter called the bonds of the Eighteenth Series),
in the aggregate principal amount of Fifty Million Dollars ($50,000,000);
bonds of a series entitled and designated First Mortgage Bonds, 9.50% Series
due 1982 (hereinafter called the bonds of the Nineteenth Series), in the
aggregate principal amount of One Hundred Million Dollars ($100,000,000);
bonds of a series entitled and designated First Mortgage Bonds, 9.80% Series
due 1980 (hereinafter called the bonds of the Twentieth Series), in the
aggregate principal amount of Seventy-five Million Dollars ($75,000,000);
bonds of a series entitled and designated First Mortgage Bonds, 10.625% Series
due 2000 (hereinafter called the bonds of the Twenty-first Series), in the
aggregate principal amount of Seventy-five Million Dollars ($75,000,000);
bonds of a series entitled and designated First Mortgage Bonds, 6.45% Series A
due 2007 (hereinafter called the bonds of the Twenty-second Series), in the
aggregate principal amount of Thirteen Million Dollars ($13,000,000); bonds of
a series entitled and designated First Mortgage Bonds, 6.45% Series B due 2007
(hereinafter called the bonds of the Twenty-third Series), in the aggregate
principal amount of Thirty Million Dollars ($30,000,000); bonds of a series
entitled and designated First Mortgage Bonds, 6% Series A due 2008
(hereinafter called the bonds of the Twenty-fourth Series), in the aggregate
principal amount of Thirty-four Million Dollars ($34,000,000); bonds of a
series entitled and designated First Mortgage Bonds, 9.95% Series due 2004
(hereinafter called the bonds of the Twenty-fifth Series), in the aggregate
principal amount of Seventy-five Million Dollars ($75,000,000); bonds of a
series entitled and designated First Mortgage Bonds, 121/8% Series due 2009
(hereinafter called the bonds of the Twenty-sixth Series), in the aggregate
principal amount of Seventy-five Million Dollars ($75,000,000); bonds of a
series entitled and designated First Mortgage Bonds, 127/8% Series due 2000
(hereinafter called the bonds of the Twenty-seventh Series), in the aggregate
principal amount of One Hundred Eighty-five Million Dollars ($185,000,000);
bonds of a series entitled and designated First Mortgage Bonds, 103/8% Series
due 1985 (hereinafter called the bonds of the Twenty-eighth Series), in the
aggregate principal amount of Sixty Million Two Hundred Fifty Thousand Dollars
($60,250,000); bonds of a series entitled and designated First Mortgage Bonds,
16% Series due 1992 (hereinafter called the bonds of the Twenty-ninth Series),
in the aggregate principal amount of One Hundred Million Dollars
($100,000,000); bonds of a series entitled and designated First Mortgage
Bonds, 123/4% Series due 2013 (hereinafter called the bonds of the Thirtieth
Series), in the aggregate principal amount of One Hundred Million Dollars
($100,000,000); bonds of a series entitled and designated First Mortgage
Bonds, 131/2% Series due 2013 (hereinafter called the bonds of the Thirty-
first Series), in the aggregate principal amount of One Hundred Million
Dollars ($100,000,000); bonds of a series entitled and designated First
Mortgage Bonds, 15% Series due 1994 (hereinafter called the bonds of the
Thirty-second Series), in the aggregate principal amount of One Hundred
Million Dollars ($100,000,000); bonds of a series entitled and designated
First Mortgage Bonds, 12% Series due 1995 (hereinafter called the bonds of the
Thirty-third Series), in the aggregate principal amount of One Hundred Twenty-
five Million Dollars ($125,000,000); bonds of a series entitled and designated
First Mortgage Bonds, 131/4% Series due 2007 (hereinafter called the bonds of
the Thirty-fourth Series), in the aggregate principal amount of Fifty Million
Dollars ($50,000,000); bonds of a series entitled and designated First
Mortgage Bonds, 111/2% Series due 2015 (hereinafter called the bonds of the
Thirty-fifth Series), in the aggregate principal amount of One Hundred Fifty
Million Dollars ($150,000,000); bonds of a series entitled and designated
First Mortgage Bonds, 111/2% Series due November 1, 2015 (hereinafter called
the bonds of the Thirty-sixth Series), in the aggregate principal amount of
One Hundred Million Dollars ($100,000,000); bonds of a series entitled and
designated First Mortgage Bonds, 11% Series due 2016 (hereinafter called the
bonds of the Thirty-seventh Series), in the aggregate principal amount of One
Hundred Million Dollars ($100,000,000); bonds of a series entitled and
designated First Mortgage Bonds, 91/4% Series due 1996 (hereinafter called the
bonds of the Thirty-eighth Series), in the aggregate principal amount of One
Hundred Million Dollars ($100,000,000); bonds of a series entitled and
designated First Mortgage Bonds, 9% Series due 1996 (hereinafter called the
bonds of the Thirty-ninth Series), in the aggregate principal amount of One
Hundred Twenty-five Million Dollars ($125,000,000); bonds of a series entitled
and designated First Mortgage Bonds, 9% Series due 2017 (hereinafter called
the bonds of the Fortieth Series), in the aggregate principal amount of One
Hundred Fifty Million Dollars ($150,000,000); bonds of a series entitled and
designated First Mortgage Bonds, 97/8% Series due 1997 (hereinafter called the
bonds of the Forty-first Series), in the aggregate principal amount of One
Hundred Twenty-five Million Dollars ($125,000,000); bonds of a series entitled
and designated First Mortgage Bonds, 103/4% Series due 2017 (hereinafter
called the bonds of the Forty-second Series), in the aggregate principal
amount of One Hundred Million Dollars ($100,000,000); bonds of a series
entitled and designated First Mortgage Bonds, 103/4% Series due 2019
(hereinafter called the bonds of the Forty-third Series), in the aggregate
principal amount of One Hundred Million Dollars ($100,000,000); bonds of a
series entitled and designated First Mortgage Bonds, 101/4% Series due 2000
(hereinafter called the bonds of the Forty-fourth Series), in the aggregate
principal amount of One Hundred Million Dollars ($100,000,000); bonds of a
series entitled and designated First Mortgage Bonds, 101/4% Series due 2020
(hereinafter called the bonds of the Forty-fifth Series), in the aggregate
principal amount of One Hundred Twenty-five Million Dollars ($125,000,000);
bonds of a series entitled and designated First Mortgage Bonds, 91/2% Series
due 2021 (hereinafter called the bonds of the Forty-sixth Series), in the
aggregate principal amount of One Hundred Million Dollars ($100,000,000);
bonds of a series entitled and designated First Mortgage Bonds, 9% Series due
2021 (hereinafter called the bonds of the Forty-seventh Series), in the
aggregate principal amount of One Hundred Fifty Million Dollars
($150,000,000); bonds of a series entitled and designated First Mortgage
Bonds, 71/8% Series due 1997, in the aggregate principal amount of One Hundred
Fifty Million Dollars ($150,000,000), and bonds of a series entitled and
designated First Mortgage Bonds, 83/4% Series due 2024, in the aggregate
principal amount of One Hundred Seventy-five Million Dollars ($175,000,000)
(hereinafter collectively called the bonds of the Forty-eighth Series); bonds
of a series entitled and designated First Mortgage Bonds, 75/8% Series due
1998, in the aggregate principal amount of One Hundred Million Dollars
($100,000,000), and bonds of a series entitled and designated First Mortgage
Bonds, 81/8% Series due 2002, in the aggregate principal amount of One Hundred
Twenty-five Million Dollars ($125,000,000) (hereinafter collectively called
the bonds of the Forty-ninth Series); bonds of a series entitled and
designated First Mortgage Bonds, 75/8% Series due 1999 (hereinafter called the
bonds of the Fiftieth Series), in the aggregate principal amount of One
Hundred Million Dollars ($100,000,000); and bonds of a series entitled and
designated First Mortgage Bonds, 8% Series due 2025 (hereinafter called the
bonds of the Fifty-first Series), in the aggregate principal amount of One
Hundred Fifty Million Dollars ($150,000,000); and
WHEREAS, Section 8 of the Mortgage provides that the form of each series
of bonds (other than bonds of the First Series) issued thereunder shall be
established by Resolution of the Board of Directors of the Company and that
the form of each series, as established by said Board of Directors, shall
specify the descriptive title of the bonds and various other terms thereof,
and may also contain such provisions not inconsistent with the provisions of
the Mortgage as the Board of Directors may, in its discretion, cause to be
inserted therein expressing or referring to the terms and conditions upon
which such bonds are to be issued and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage provides, among other things, that
any power, privilege or right expressly or impliedly reserved to or in any way
conferred upon the Company by any provision of the Mortgage, 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 or
restrictions for the benefit of any one or more series of bonds issued
thereunder, or the Company may cure any ambiguity contained therein, or in any
supplemental indenture, or may establish the terms and provisions of any
series of bonds other than said First Series, 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 record in all of the states in which
any property at the time subject to the Lien of the Mortgage shall be
situated; and
WHEREAS, the Company now desires to create a new series of bonds to be
issued under and pursuant to the Mortgage in accordance with the provisions of
Article VI thereof, and to add to its covenants and agreements contained in
the Mortgage, as heretofore supplemented and amended, certain other covenants
and agreements to be observed by it and to alter and amend in certain respects
the covenants and provisions contained in the Mortgage, as heretofore
supplemented and amended; and
WHEREAS, the execution and delivery by the Company of this Fiftieth
Supplemental Indenture, and the terms of the bonds of the Fifty-second Series
hereinafter referred to, have been duly authorized by the Board of Directors
of the Company by appropriate Resolutions of said Board of Directors;
NOW THEREFORE, THIS INDENTURE WITNESSETH: That Arizona Public Service
Company, in consideration of the premises and of One Dollar 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 further evidence of assurance
of the estate, title and rights of the Trustee and in order further to secure
the payment of both the principal of and interest and premium, if any, on the
bonds from time to time heretofore, herewith or hereafter issued under the
Mortgage, according to their tenor and effect, and the performance of all the
provisions of the Mortgage (including any instruments supplemental thereto and
any modifications made as in the Mortgage provided) and of said bonds, hereby
grants, bargains, sells, releases, conveys, assigns, transfers, mortgages,
pledges, sets over and confirms (subject, however, to Excepted Encumbrances as
defined in Section 6 of the Mortgage) unto Bank of America National Trust and
Savings Association, as Trustee under the Mortgage, and to its successor or
successors in said trust, and to said Trustee and its successors and assigns
forever, all the properties of the Company described in the Mortgage, as
heretofore supplemented and amended (except any properties which have been
released from the Lien of the Mortgage), and all the properties specifically
described in Article IV hereof.
Also all other property, real, personal and mixed, of the kind or nature
specifically mentioned in Article IV hereof or of any other kind or nature
(except any herein or in the Mortgage, as heretofore supplemented and amended,
expressly excepted and except any which may not lawfully be mortgaged or
pledged hereunder), now owned or, subject to the provisions of subsection (I)
of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any other way)
and wheresoever situated, including (without in anywise limiting or impairing
by the enumeration of the same the scope and intent of the foregoing or of any
general description contained in this Fiftieth Supplemental Indenture) all
lands, power sites, flowage rights, water rights, water locations, water
appropriations, ditches, flumes, reservoirs, reservoir sites, canals,
raceways, 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, gas plants, street lighting systems, standards
and other equipment incidental thereto, telephone, radio and television
systems, air-conditioning systems and equipment incidental thereto, water
works, water systems, steam heat and hot water plants, substations, lines,
service and supply systems, bridges, culverts, tracks, ice or refrigeration
plants and equipment, offices, buildings and other structures and equipment
thereof; all machinery, engines, boilers, dynamos, electric, gas and other
machines, regulators, meters, transformers, generators, 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, wires, cables, tools, implements,
apparatus, furniture and chattels; all franchises, consents or permits; all
lines for the transmission and distribution of electric current, gas, steam
heat or water for any purpose including towers, poles, wires, cables, pipes,
conduits, ducts and all apparatus for use in connection therewith; all real
estate, lands, easements, servitudes, licenses, permits, franchises,
privileges, rights of way and other rights in or relating to public or private
property, real or personal, or the occupancy of such property and (except as
herein or in the Mortgage, as heretofore supplemented and amended, expressly
excepted) all the right, title and interest the Company may now have or
hereafter acquire in and to any and all property of any kind or nature
appertaining to and/or used and/or occupied and/or enjoyed in connection with
any property hereinbefore or in the Mortgage, as heretofore supplemented and
amended, described.
TOGETHER WITH all and singular the tenements, hereditaments,
prescriptions, servitudes and appurtenances belonging or in anywise
appertaining to the aforementioned property or any part thereof, with the
reversion and reversions, remainder and remainders and (subject to the
provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues,
earnings, income, product and profits thereof, and all the estate, right,
title, interest and claim whatsoever, at law as well as in equity, which the
Company now has or may hereafter acquire in and to the aforementioned property
and franchises and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the provisions of
subsection (I) of Section 87 of the Mortgage and to the extent permitted by
law, 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 herein or in the Mortgage, as
heretofore supplemented and amended, expressly excepted, shall be and are as
fully granted and conveyed hereby and as fully embraced within the lien hereof
and the Lien of the Mortgage as if such property, rights and franchises were
now owned by the Company and were specifically described herein and conveyed
hereby.
PROVIDED that the following are not and are not intended to be now or
hereafter granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed hereunder and are hereby expressly
excepted from the lien and operation of this Fiftieth Supplemental Indenture
and from the Lien and operation of the Mortgage, viz.: (1) cash, shares of
stock, bonds, notes and other obligations and other securities not hereafter
specifically pledged, paid, deposited, delivered or held under the Mortgage 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; fuel, oil and similar materials and supplies consumable in the
operation of any of the properties of the Company; construction equipment
acquired for temporary use; all aircraft, tractors, rolling stock, trolley
coaches, buses, motor coaches, automobiles, motor trucks and other vehicles
and materials and supplies held for the purpose of repairing or replacing (in
whole or part) any of the same; all timber, minerals, mineral rights and
royalties and all Natural Gas and Oil Production Property, as defined in
Section 4 of the Mortgage; (3) bills, notes and accounts receivable,
judgments, demands and choses in action, and all contracts, leases and
operating agreements not specifically pledged under the Mortgage or covenanted
so to be; (4) the last day of the term of any lease or leasehold which may be
or become subject to the Lien of the Mortgage; (5) electric energy, gas,
steam, ice and other materials or products generated, manufactured, produced,
purchased or acquired by the Company for sale, distribution or use in the
ordinary course of its business; and (6) the Company's franchise to be a
corporation; provided, however, that the property and rights expressly
excepted from the Lien and operation of the Mortgage 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 XIII of the Mortgage by reason of the occurrence of
a Default as defined in Section 65 thereof.
TO HAVE AND TO HOLD all such properties, real, personal and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed by the Company as aforesaid, or
intended so to be, unto Bank of America National Trust and Savings
Association, the Trustee, and its successors and assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the same terms,
trusts and conditions and subject to and with the same provisos and covenants
as are set forth in the Mortgage, as supplemented and amended.
AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions,
provisos, covenants and provisions contained in the Mortgage, as supplemented
and amended, 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 the beneficiaries of the trust with respect to said property,
and to the Trustee and its successors as Trustee of said property 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 Mortgage and had been specifically
and at length described in and conveyed to said Trustee by the Mortgage as a
part of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the Trustee and its
successors in said trust under the Mortgage, as follows:
ARTICLE I.
FIFTY-SECOND SERIES OF BONDS.
SECTION 1. There shall be a series of bonds designated "71/4% Series due
2023" (hereinafter sometimes referred to as the "Fifty-second Series"),
limited to the aggregate principal amount of $100,000,000, each of which shall
also bear the descriptive title First Mortgage Bond, and the form thereof,
which shall be established by Resolution of the Board of Directors of the
Company, shall contain suitable provisions with respect to the matters
hereinafter specified in this Supplemental Indenture. Bonds of the Fifty-
second Series shall be dated as provided in Section 10 of the Mortgage; shall
mature, subject to the provisions for prior redemption hereinafter set forth,
on August 1, 2023; shall be issued as fully registered bonds in denominations
of One Thousand Dollars or any integral multiple thereof; and shall bear
interest from August 1, 1993 or from the most recent Interest Payment Date (as
defined below) to which interest has been paid at the rate of 71/4% per annum
(calculated on the basis of twelve 30-day months), payable on February 1 and
August 1 of each year (each an "Interest Payment Date"), commencing February
1, 1994, to the holders thereof of record on the January 15 or July 15, as the
case may be, next preceding such Interest Payment Date (subject to the
provisions of Section 12 of the Mortgage concerning legal holidays and bank
closings), and the principal of and interest on, and premium or other amounts,
if any, payable upon redemption of, each said bond to be payable at the office
or agency of the Company in the City of Los Angeles, California, and 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;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the address of the person entitled thereto as such
address shall appear on the registration books of the Company.
SECTION 2. In the manner and with the effect provided in Article X of the
Mortgage, the bonds of the Fifty-second Series will be subject to redemption
prior to maturity, as follows:
(a) Bonds of the Fifty-second Series shall be redeemable, on or after
August 1, 2003, but not prior thereto, either at the option of the Company or
pursuant to the requirements of the Mortgage, in whole at any time, or in part
from time to time, prior to maturity, upon notice as provided in Section 52 of
the Mortgage at least thirty (30) days prior to the date fixed for redemption,
at the following general redemption prices, expressed in percentages of the
principal amount of the bonds to be redeemed:
GENERAL REDEMPTION PRICES
IF REDEEMED DURING IF REDEEMED DURING
THE TWELVE MONTHS REDEMPTION THE TWELVE MONTHS REDEMPTION
BEGINNING AUGUST 1, PRICE BEGINNING AUGUST 1, PRICE
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2003.............................. 102.72% 2013.......................... 100.00%
2004.............................. 102.45 2014.......................... 100.00
2005.............................. 102.18 2015.......................... 100.00
2006.............................. 101.91 2016.......................... 100.00
2007.............................. 101.63 2017.......................... 100.00
2008.............................. 101.36 2018.......................... 100.00
2009.............................. 101.09 2019.......................... 100.00
2010.............................. 100.82 2020.......................... 100.00
2011.............................. 100.54 2021.......................... 100.00
2012.............................. 100.27 2022.......................... 100.00
in each case, together with accrued interest to the date fixed for
redemption.
(b) Bonds of the Fifty-second Series shall also be redeemable on or after
August 1, 2003, but not prior thereto, in whole at any time, or (except as
otherwise provided in the Mortgage) in part from time to time, prior to
maturity, upon like notice, by the application (either at the option of the
Company or pursuant to the requirements of the Mortgage, as supplemented and
amended) of cash delivered to or deposited with the Trustee pursuant to the
provisions of Section 64 of the Mortgage or with the Proceeds of Released
Property (but only if and to the extent such Sections are properly applicable
to, and such Proceeds result from, bona fide transactions), at the principal
amount of the bonds to be redeemed together with accrued interest to the date
fixed for redemption.
(c) Bonds of the Fifty-second Series shall also be redeemable, on or after
August 1, 2003, but not prior thereto, in whole at any time, or in part from
time to time, prior to maturity, upon like notice, by the application (either
at the option of the Company or pursuant to the requirements of the Mortgage,
as supplemented and amended) of cash delivered to or deposited with the
Trustee pursuant to the provisions of Section 39 of the Mortgage at the
principal amount of the bonds to be redeemed together with accrued interest to
the date fixed for redemption.
(d) Bonds of the Fifty-second Series shall also be redeemable, in whole at
any time, prior to maturity, upon like notice, by the application of cash
delivered to or deposited with the Trustee pursuant to the provisions of
Section 87 of the Mortgage (but only if and to the extent such Section is
properly applicable to bona fide transactions), at the principal amount of the
bonds to be redeemed together with accrued interest to the date fixed for
redemption; provided, however, that, prior to August 1, 2003, the Bonds may
only be redeemed under this paragraph (d) at the following special redemption
prices, expressed in percentages of the principal amount of the bonds to be
redeemed:
SPECIAL REDEMPTION PRICES
IF REDEEMED DURING IF REDEEMED DURING
THE TWELVE MONTHS REDEMPTION THE TWELVE MONTHS REDEMPTION
BEGINNING AUGUST 1, PRICE BEGINNING AUGUST 1, PRICE
- ---------------------------------- ---------------- ------------------------------ ----------------
1993.............................. 105.45% 1998.......................... 104.09%
1994.............................. 105.18 1999.......................... 103.81
1995.............................. 104.90 2000.......................... 103.54
1996.............................. 104.63 2001.......................... 103.27
1997.............................. 104.36 2002.......................... 103.00
in each case, together with accrued interest to the date fixed for
redemption.
SECTION 3. At the option of the registered owner, any bonds of the Fifty-
second Series, upon surrender thereof, for cancellation, at the office or
agency of the Company in the City of Los Angeles, California, or at the office
or agency of the Company in the Borough of Manhattan, The City of New York,
New York, together with a written instrument of transfer, if required by the
Company or by the Trustee, duly executed by the registered owner or by his
duly authorized attorney, shall (subject to the provisions of Section 12 of
the Mortgage) be exchangeable for a like aggregate principal amount of bonds
in registered form of the same series of other authorized denominations
without payment of any sum other than taxes or other governmental charges.
Bonds of the Fifty-second Series shall be transferable (subject to the
provisions of Section 12 of the Mortgage) at either of said offices or
agencies of the Company without payment of any sum other than taxes or other
governmental charges.
ARTICLE II.
REPLACEMENT FUND PROVISIONS -- OTHER RELATED PROVISIONS
OF THE MORTGAGE -- DIVIDEND COVENANT -- RECORD DATES --
AUTHENTICATING AGENT.
SECTION 4. The Company covenants that the provisions of Section 39 of the
Mortgage, which were to remain in effect so long as any bonds of the First
Series remained Outstanding, shall remain in full force and effect so long as
any bonds of the Fourteenth, Fifteenth, Seventeenth, Eighteenth, Twenty-
second, Twenty-third, Twenty-fourth, Thirty-fourth, Fortieth, Forty-third,
Forty-fourth, Forty-fifth, Forth-sixth, Forty-seventh, Forty-eighth, Forty-
ninth, Fiftieth, Fifty-first or Fifty-second Series are Outstanding.
Clause (d) of subsection (II) of Section 4 of the Mortgage, as heretofore
amended, clause (6) and clause (e) of Section 5 of the Mortgage, as heretofore
amended, and Section 29 of the Mortgage, as heretofore amended, are hereby
further amended by inserting therein the words "and Fifty-second Series" after
the words "bonds of the First Series and Second Series and Third Series and
Fourth Series and Fifth Series and Sixth Series and Seventh Series and Eighth
Series and Ninth Series and Tenth Series and Eleventh Series and Twelfth
Series and Thirteenth Series and Fourteenth Series and Fifteenth Series and
Sixteenth Series and Seventeenth Series and Eighteenth Series and Nineteenth
Series and Twentieth Series and Twenty-first Series and Twenty-second Series
and Twenty-third Series and Twenty-fourth Series and Twenty-fifth Series and
Twenty-sixth Series and Twenty-seventh Series and Twenty-eighth Series and
Twenty-ninth Series and Thirtieth Series and Thirty-first Series and Thirty-
second Series and Thirty-third Series and Thirty-fourth Series and Thirty-
fifth Series and Thirty-sixth Series and Thirty-seventh Series and Thirty-
eighth Series and Thirty-ninth Series and Fortieth Series and Forty-first
Series and Forty-second Series and Forty-third Series and Forty-fourth Series
and Forty-fifth Series and Forty-sixth Series and Forty-seventh Series and
Forty-eighth Series and Forty-ninth Series and Fiftieth Series and Fifty-first
Series" each time such words occur therein.
Clause (e) of subsection (II) of Section 4 of the Mortgage, as heretofore
amended, is hereby further amended by the insertion therein after the words
"Fifty-first" the words "and Fifty-second."
The last paragraph of Section 12 of the Mortgage, as heretofore amended,
the last paragraph of Section 17 of the Mortgage, as heretofore amended, and
the last paragraph of Section 110 of the Mortgage, as heretofore amended, are
hereby amended by inserting therein the words "or the Fifty-second Series"
after the words "Fifty-first Series" each time such words occur therein.
ARTICLE III.
MISCELLANEOUS PROVISIONS.
SECTION 5. The terms defined in the Mortgage, as supplemented and
amended, shall, for all purposes of this Fiftieth Supplemental Indenture, have
the meanings specified therein, except that the term "Mortgage" shall mean
only the original Mortgage and Deed of Trust, dated as of July 1, 1946; the
term "Mortgage, as heretofore supplemented and amended" shall mean the
Mortgage, as supplemented and amended by the First through Forty-ninth
Supplemental Indentures hereinabove referred to; and the term "Mortgage, as
supplemented and amended," shall mean the Mortgage, as supplemented and
amended by the First through Forty-ninth Supplemental Indentures hereinabove
referred to and as supplemented and amended by this Fiftieth Supplemental
Indenture and any future supplemental indentures.
SECTION 6. The Trustee hereby accepts the trusts herein declared,
provided, created, supplemented or amended and agrees to perform the same upon
the terms and conditions herein and in the Mortgage, as heretofore
supplemented and amended, set forth and upon the following terms and
conditions:
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Fiftieth Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals
are made by the Company solely. In general, each and every term and condition
contained in Article XVII of the Mortgage shall apply to and form part of this
Fiftieth 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 Fiftieth Supplemental Indenture.
SECTION 7. Whenever in this Fiftieth Supplemental Indenture either of the
parties hereto is named or referred to, this shall, subject to the provisions
of Articles XVI and XVII of the Mortgage, be deemed to include the successors
and assigns of such party, and all the covenants and agreements in this
Fiftieth Supplemental Indenture contained by or on behalf of the Company or by
or on behalf of the Trustee shall, subject as aforesaid, bind and inure to the
respective benefits of the respective successors and assigns of such parties,
whether so expressed or not.
SECTION 8. Nothing in this Fiftieth Supplemental Indenture, expressed or
implied, is intended or shall be construed to confer upon, or to give to, any
person, firm or corporation, other than the parties hereto and the holders of
the bonds Outstanding under the Mortgage, any right, remedy or claim under or
by reason of this Fiftieth Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Fiftieth Supplemental Indenture
contained by or on behalf of the Company shall be for the sole and exclusive
benefit of the parties hereto and of the holders of the bonds Outstanding
under the Mortgage.
SECTION 9. This Fiftieth Supplemental Indenture may be executed
simultaneously in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.
ARTICLE IV.
SPECIFIC DESCRIPTION OF PROPERTY.
SECTION 10. CERTAIN REAL PROPERTY LOCATED IN:
YUMA COUNTY
RIVERSIDE SUBSTATION
The South 200 feet of Lot Three, Rio Colorado Industrial Park Unit 1, as
recorded in Book 12 of Plats, Page 55, on June 4, 1991, Official Records of
Yuma County, and is further identified as:
The North 200 feet of the South 565 feet of the East 295.55 feet of the
Northwest Quarter of the Northeast Quarter of Section 33, Township 16 South,
Range 22 East of the San Bernadino Meridian, Yuma County, Arizona, being more
particularly described as follows:
COMMENCING at the brass cap which marks the Northeast corner of Section
33, from whence a 3/4 inch iron pipe which marks the Southeast corner of
Section 33 bears South 0 degrees 05' 09" West, 1969.12 feet distant;
Thence South 0 degrees 05' 09" West, a distance of 1318.46 feet to a point
being the North 1/16 corner between Section 33 and Section 34;
Thence South 89 degrees 58' 28" West along the East-West 1/16 line a distance
of 1321.86 feet to the Northeast 1/16 corner of Section 33;
Thence North 0 degrees 13' 25" East along the 1/16 line between the Northeast
1/16 corner and the East 1/16 corner between Section 33 and Section 27
a distance of 365.01 feet to the TRUE POINT OF BEGINNING, said point
being the Southeast corner of that parcel conveyed in Docket 1587,
page 789;
Thence South 89 degrees 58' 28" West, (South 89 degrees 58' 54" West of
Record) a distance of 295.55 feet;
Thence North 0 degrees 13' 25" East, (North 0 degrees 07' 26" East of Record)
a distance of 200 feet;
Thence North 89 degrees 58' 28" East, (North 89 degrees 58' 54" East of
Record) a distance of 295.55 feet;
Thence South 0 degrees 13' 25" West, (South 0 degrees 07' 26" West of Record)
a distance of 200.00 feet to the TRUE POINT OF BEGINNING.
SECTION 11. THE ELECTRIC SUBSTATIONS OF THE COMPANY, including all buildings,
structures, towers, poles, all equipment, appliances and devices for
transforming, converting and distributing electric energy, and all land owned
by the Company upon which the same are situated, and all of the Company's
easements, rights of way, rights, machinery, equipment, appliances, devices,
licenses and supplies forming a part of said substations, or any of them,
including additions and improvements to any of the foregoing, or used or
enjoyed or capable of being used or enjoyed in conjunction with any thereof.
SECTION 12. Additions, extensions and improvements to THE ELECTRIC
TRANSMISSION SYSTEMS of the Company.
SECTION 13. Additions, extensions and improvements to THE ELECTRIC
DISTRIBUTION SYSTEMS of the Company, including the construction of additional
facilities throughout the Company's service area, as well as extension of
residential and downtown underground distribution facilities, including
associated distribution equipment such as voltage regulators, capacitor banks,
sectionalizing equipment, transformers, street lighting systems, meters and
services, including reconstruction and improvements to provide efficient
Company operation.
IN WITNESS WHEREOF, ARIZONA PUBLIC SERVICE COMPANY, party hereto of the
first part, has caused its corporate name to be hereunto affixed, and this
instrument to be signed and sealed by its President, one of its Vice
Presidents, or its Treasurer, and its corporate seal to be attested by its
Secretary or one of its Assistant Secretaries or Associate Secretaries for and
in its behalf, in the City of Phoenix, Arizona, and BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, party hereto of the second part, has caused its
corporate name to be hereunto affixed, and this instrument to be signed and
sealed by one of its Trust Officers and its corporate seal to be attested by
its Vice President for and in its behalf, in the City of Los Angeles,
California, all as of the 1st day of August, 1993.
ARIZONA PUBLIC SERVICE COMPANY
Nancy E. Newquist
----------------------------------------------------
Treasurer
Attest:
Betsy A. Pregulman
- -----------------------------------------
Associate Secretary
Executed, sealed and delivered by
ARIZONA PUBLIC SERVICE COMPANY in the
presence of:
Florence J. Brown
- -----------------------------------------
Deborah E. Mason
- -----------------------------------------
[SEAL]
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, As Trustee
Fonda J. Hall
----------------------------------------------------
Trust Officer
Attest:
Sheri B. Ball
- -----------------------------------------
Vice President
Executed, sealed and delivered by
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
in the presence of:
Marissa Directo
- -----------------------------------------
Margaret Swindall
- -----------------------------------------
[SEAL]
STATE OF ARIZONA
COUNTY OF MARICOPA ss.:
On this 9th day of August, 1993, before me, Naomi Fyffe, the undersigned
officer, personally appeared Nancy E. Newquist, who acknowledged herself to be
the Treasurer of ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation, and
that she, as such Treasurer being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation by herself as Treasurer.
IN WITNESS WHEREOF, I have hereunto set my hand and seal.
Naomi Fyffe
----------------------------------------------------
Notary Public
My Commission Expires May 18, 1996
[SEAL]
STATE OF ARIZONA
COUNTY OF MARICOPA ss.:
On this 9th day of August, 1993, before me, Naomi Fyffe, the undersigned
officer, personally came Nancy E. Newquist, to me known, who being by me duly
sworn, did depose and say that she resides in Phoenix, Arizona, that she is
the Treasurer of ARIZONA PUBLIC SERVICE 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.
IN WITNESS WHEREOF, I have hereunto set my hand and seal.
Naomi Fyffe
----------------------------------------------------
Notary Public
My Commission Expires May 18, 1996
[SEAL]
STATE OF ARIZONA
COUNTY OF MARICOPA ss.:
This instrument was acknowledged before me on August 9, 1993 by Nancy E.
Newquist and Betsy A. Pregulman as Treasurer and Associate Secretary,
respectively, of ARIZONA PUBLIC SERVICE COMPANY.
Naomi Fyffe
----------------------------------------------------
Notary Public
My Commission Expires May 18, 1996
[SEAL]
[SEAL]
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES ss.:
On this 6th day of August 1, 1993, before me, John McIntire, Notary Public
in and for the County and State aforesaid, residing therein, duly commissioned
and sworn, personally appeared Fonda J. Hall, known to me to be a Trust
Officer of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, the
national banking association which executed the within instrument, and Sheri
B. Ball known to me to be a Vice President of said association, who being by
me duly sworn, acknowledged before me that the seal affixed to said instrument
is the corporate seal of said association, that they, being authorized so to
do, executed the within instrument on behalf of said association by authority
of its board of directors, and that said instrument is the free act and deed
of said association for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
John McIntire
----------------------------------------------------
Notary Public
My Commission Expires March 4, 1994
[SEAL]
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES ss.:
This instrument was acknowledged before me on August 6, 1993 by Fonda J.
Hall and Sheri B. Ball as Trust Officer and Vice President, respectively, of
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION.
John McIntire
----------------------------------------------------
Notary Public
My Commission Expires March 4, 1994
[SEAL]