Exhibit 4.1
AGREEMENT OF RESIGNATION, APPOINTMENT, ACCEPTANCE, AND ASSIGNMENT dated as of
August 18, 1995 by and among ARIZONA PUBLIC SERVICE COMPANY, a corporation duly
organized and existing under the laws of Arizona and having its principal office
at 400 North 5th Street, Phoenix, Arizona 85004 (the "Company"), BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association duly
organized and existing under the laws of the United States of America and having
a corporate trust office at 333 South Beaudry Avenue, 25th Floor, Los Angeles,
California 90017 (the "Resigning Trustee") and THE BANK OF NEW YORK, a banking
corporation duly organized and existing under the laws of the State of New York
and having its principal corporate trust office at 101 Barclay Street, New York,
New York 10286 (the "Successor Trustee").
RECITALS:
WHEREAS, the Company and the Resigning Trustee, as trustee, are parties
to the Mortgage and Deed of Trust dated as of July 1, 1946, as amended and
supplemented by fifty-three indentures supplemental thereto (collectively the
"Mortgage"); and
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
------------------------- --------------------
Date Book or Chattel
County Recorded Docket Page Mortgage Page
------ -------- ------ ---- Book ----
----
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;
and
WHEREAS, the Company has executed and delivered to the resigning
Trustee fifty-three indentures supplemental to the Mortgage 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,
February 1, 1993, August 1, 1993, August 1, 1993, September 15, 1993, and March
1, 1994, 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, there are presently issued and outstanding under the Mortgage
approximately $1.7 billion in aggregate principal amount of the Company's First
Mortgage Bonds, as more particularly described in Exhibit A hereto
(collectively, the "Bonds"); and
WHEREAS, Section 101 of the Mortgage provides that the Trustee may at
any time resign by giving written notice of such resignation to the Company,
effective upon the appointment of a successor Trustee; and
WHEREAS, Section 102 of the Mortgage provides that, if the Trustee
shall resign, until a successor Trustee is appointed by the bondholders, the
Company may, by a Board Resolution, appoint a successor Trustee; and
WHEREAS, the Company's Board of Directors has appointed the Successor
Trustee to succeed the Resigning Trustee as Trustee, security registrar and
paying agent as to each series of the Bonds, and the Successor Trustee wishes to
accept such appointment; and
WHEREAS, Section 104 of the Mortgage provides that any successor
Trustee appointed in accordance with the Mortgage shall execute, acknowledge and
deliver to the Company and to its predecessor Trustee an instrument accepting
such appointment under the Mortgage, and thereupon the resignation of the
predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all rights,
powers, duties and obligations of the predecessor Trustee.
NOW, THEREFORE, the Company, Resigning Trustee and Successor Trustee,
for and in consideration of the premises and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
hereby consent and agree as follows:
ARTICLE ONE
Representations and Warranties of All Parties
---------------------------------------------
Section 101. Each of the Company, the Resigning Trustee and the
Successor Trustee hereby represents and warrants, each to the other, that:
(a) It either (i) has been duly incorporated and is an existing
corporation in good standing under the laws of its jurisdiction of
incorporation, or (ii) is a national banking association duly
organized under the laws of the United States; and
(b) It has full power and authority to execute and deliver and perform
its obligations under this Agreement; and
(c) This Agreement has been duly and validly authorized, executed, and
delivered by it and constitutes a legal, valid, and binding
obligation enforceable against it in accordance with its terms
subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to
general equity principles.
ARTICLE TWO
The Resigning Trustee
---------------------
Section 2.01. Pursuant to Section 101 of the Mortgage, the Resigning
Trustee hereby notifies the Company that it is hereby resigning as Trustee,
security registrar and paying agent under the Mortgage (which resignation also
includes the resignation of BankAmerica National Trust Company ("BankAmerica")
as Paying Agent and Security Registrar in the Borough of Manhattan, City of New
York, New York, pursuant to the resignation letter attached hereto as Exhibit
B).
Section 2.02. Resigning Trustee hereby represents and warrants to
Successor Trustee that:
(a) No covenant or condition contained in the Mortgage has been waived
by Resigning Trustee or, to the best of its knowledge, by the
Holders of the percentage in aggregate principal amount of the
Bonds required by the Mortgage to effect any such waiver.
(b) To the best of its knowledge, there is no action, suit or
proceeding pending or, to the best of its knowledge, threatened
against Resigning Trustee before any court or any governmental
authority arising out of any action or omission by Resigning
Trustee as Trustee under the Mortgage.
(c) As of the effective date of this Agreement, Resigning Trustee will
hold no moneys or property under the Mortgage.
(d) It has not delegated to any other party any of its duties as
Trustee, security registrar or paying agent, except that
BankAmerica is paying agent and security registrar, and has not
appointed any authenticating agent.
Section 2.03. The Resigning Trustee hereby assigns, transfers,
delivers, conveys, and confirms to the Successor Trustee all right, title, and
interest (direct and beneficial) of the Resigning Trustee in and to the trust
under the Mortgage, any and all property and money held by the Resigning Trustee
under the Mortgage and all rights, powers, and trusts of the Trustee under the
Mortgage.
Section 2.04. The Resigning Trustee shall, as promptly as practicable,
deliver to the Successor Trustee all property and money held by the Resigning
Trustee under the Mortgage, furnish to the Successor Trustee all documents
relating to the trust created by the Mortgage and all information in its
possession relating to the administration and status thereof, and shall furnish
to the Successor Trustee any of such documents or information the Successor
Trustee may select, including, but not limited to, (a) the computer tape, and
certified list of Holders, for each outstanding issue of Bonds (including
certificate information), (b) files of the executed closing documents for the
outstanding issues of Bonds, including the most recent documents and
certificates relating to the administration of the Mortgage, delivered by the
Company to the Resigning Trustee, (c) inventory of Bond certificates, (d) monies
held by the Resigning Trustee representing: (i) prior redemptions, including
Holder and Certificate information for all unpaid Bonds, and (ii) unpaid
interest amounts, with corresponding lists for each Bond issue, by interest
payment dates, of unpaid Holders and amounts due. The Successor Trustee shall
make available to the Resigning Trustee as promptly as practicable following the
request of the Resigning Trustee any such original documents which the Resigning
Trustee may need to defend against any action, suit, or proceeding against the
Resigning Trustee as Trustee or which the Resigning Trustee may need for any
other proper purpose.
Section 2.05. Resigning Trustee hereby acknowledges payment in full by
the Company, pursuant to Section 96 of the Mortgage, of compensation, as billed
through April 1995, for all services rendered by Resigning Trustee under the
Mortgage and reimbursement in full by the Company of the expenses, disbursements
and advances, as billed through April 1995, incurred or made by Resigning
Trustee in accordance with the provisions of the Mortgage, and the Resigning
Trustee acknowledges that it relinquishes any lien it may have upon all property
or funds held or collected by it to secure any of these amounts. The Resigning
Trustee further acknowledges that provision has been made for payment (no later
than December 1, 1995) for the remaining services, expenses, disbursements and
advances (until September 29, 1995) to be rendered, incurred, or made by it
under the Mortgage and, as of December 1, 1995, when such payment has been made
in full by the Company, the Resigning Trustee relinquishes any lien it may have
upon property or funds held or collected by it to secure any amounts due it
under the Mortgage, and the Resigning Trustee shall so certify in writing upon
the request of the Company.
ARTICLE THREE
The Company
-----------
Section 3.01. Company hereby accepts the resignation of Resigning
Trustee as Trustee, security registrar and paying agent under the Mortgage
(including the resignation of BankAmerica as described in Exhibit B), and the
Company further consents to the assignments and transfers described in Section
2.03 hereinabove.
Section 3.02. The Company hereby certifies that Exhibit C attached
hereto is a copy of the Board Resolutions which were duly adopted by the Board
of Directors of the Company, which are in full force and effect on the date
hereof, and which authorize certain officers of the Company to (a) accept
Resigning Trustee's resignation as Trustee, security registrar and paying agent
(which resignation also includes the resignation of BankAmerica) under the
Mortgage; (b) appoint Successor Trustee as Trustee, security registrar and
paying agent under the Mortgage; and (c) execute and deliver such agreements and
other instruments as may be necessary or desirable to effectuate the succession
of Successor Trustee as Trustee, security registrar and paying agent under the
Mortgage.
Section 3.03. The Company hereby appoints Successor Trustee as Trustee,
security registrar and paying agent under the Mortgage to succeed to, and hereby
vests Successor Trustee with, all the rights, title, interests, powers, duties
and obligations of Resigning Trustee under the Mortgage with like effect as if
originally named as Trustee, security registrar and paying agent in the
Mortgage.
Section 3.04. Promptly after the effective date of this Agreement, the
Company shall cause a notice, substantially in the form of Exhibit D attached
hereto, to be published in accordance with the provisions of Sections 101 and
102 of the Mortgage.
Section 3.05. The Company hereby represents and warrants to Resigning
Trustee and Successor Trustee that:
(a) The Mortgage was validly and lawfully executed and delivered by
the Company and the Bonds were validly issued by the Company.
(b) No event has occurred and is continuing which is, or after notice
or lapse of time would become, an Event of Default.
(c) No covenant or condition contained in the Mortgage has been waived
by Company or, to the best of Company's knowledge, by holders of
the percentage in aggregate principal amount of the Bonds required
to effect any such waiver.
(d) There is no action, suit or proceeding pending or, to the best of
Company's knowledge, threatened against the Company before any
court or any governmental authority arising out of any action or
omission by the Company under the Mortgage.
ARTICLE FOUR
The Successor Trustee
---------------------
Section 4.01. Successor Trustee hereby represents and warrants to
Resigning Trustee and to the Company that Successor Trustee is eligible pursuant
to the Trust Indenture Act of 1939, as amended, and under the provisions of the
Mortgage (including Section 35) to act as Trustee, security registrar and paying
agent under the Mortgage.
Section 4.02. Successor Trustee hereby accepts its appointment as
successor Trustee, security registrar and paying agent under the Mortgage and
accepts the rights, powers, duties and obligations of Resigning Trustee as
Trustee, security registrar and paying agent, under the Mortgage, upon the terms
and conditions set forth therein, with like effect as if originally named in the
Mortgage as Trustee, security registrar and paying agent.
Section 4.03. References in the Mortgage to the principal place of
business and mailing address of the Trustee shall be deemed to refer to the
Corporate Trust Office of Successor Trustee at 101 Barclay Street, New York, New
York 10286 or any other office of Successor Trustee, at which, at any particular
time, its corporate trust business shall be administered and of which written
notice is given to the Company.
ARTICLE FIVE
Miscellaneous
-------------
Section 5.01. Except as otherwise expressly provided herein, all
capitalized terms used herein which are defined in the Mortgage shall have the
meaning assigned to them in the Mortgage.
Section 5.02. This Agreement and the resignation, appointment,
acceptance, and assignment effected hereby shall be effective as of the opening
of business on September 29, 1995.
Section 5.03. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 5.04. All covenants and agreements herein by the parties hereto
shall also bind their respective successors and assigns, whether so expressed or
not.
Section 5.05. In case any provision in this Agreement shall be held
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
Section 5.06. This Agreement shall be governed by and construed in
accordance with the laws of the jurisdiction which govern the Mortgage.
Section 5.07. This Agreement 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.
Section 5.08. The Company, Resigning Trustee and Successor Trustee
hereby acknowledge receipt of an executed and acknowledged counterpart of this
Agreement and the effectiveness thereof.
Section 5.09. Each of the parties hereto shall execute and deliver such
further instruments and shall perform such other acts as the Company may
reasonably require to more fully and certainly vest and confirm in the Successor
Trustee all the rights, trusts, and powers hereby assigned, transferred,
delivered, and confirmed to the Successor Trustee.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement of
Resignation, Appointment, Acceptance, and Assignment to be duly executed and
acknowledged and their respective seals to be affixed hereunto and duly attested
all as of the day and year first above written.
ARIZONA PUBLIC SERVICE COMPANY
Attest:
By: Nancy E. Newquist
----------------------------
Name: Nancy E. Newquist
Jaron B. Norberg Title: Treasurer
- -------------------------
Executive Vice President
and Chief Financial Officer
[SEAL]
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Resigning Trustee
Attest: By: Fonda J. Hall
----------------------------
Name: Fonda J. Hall
Sandy Chan Title: Trust Officer
- ----------------------------
Trust Officer
[SEAL]
THE BANK OF NEW YORK, as
Successor Trustee
Attest: By: David G. Sampson
----------------------------
Name: David G. Sampson
Paul Schmalzel Title: Vice President
- ----------------------------
Assistant Treasurer
[SEAL]
STATE OF ARIZONA )
: ss:
COUNTY OF MARICOPA )
On this 18th day of August, 1995, before me, Michele M. Holden, Notary Public in
and for the County and State aforesaid, residing therein, duly commissioned and
sworn, personally appeared Nancy E. Newquist, known to me to be the Treasurer of
ARIZONA PUBLIC SERVICE COMPANY, the corporation described in and which executed
the within instrument, and Jaron B. Norberg, known to me to be Executive Vice
President and Chief Financial Officer of said corporation, who being by me duly
sworn, acknowledged before me that the seal affixed to said instrument is the
corporate seal of said corporation, that they, being authorized so to do,
executed the within instrument on behalf of said corporation by authority of its
board of directors, and that said instrument is the free act and deed of said
corporation 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.
Michele M. Holden
----------------------------
Notary Public
[SEAL]
My Commission Expires: July 20, 1996
STATE OF ARIZONA )
: ss:
COUNTY OF MARICOPA )
This instrument was acknowledged before me on August 18, 1995 by Nancy
E. Newquist and Jaron B. Norberg as Treasurer and Executive Vice President and
Chief Financial Officer, respectively, of ARIZONA PUBLIC SERVICE COMPANY.
Michele M. Holden
----------------------------
Notary Public
[SEAL]
My Commission Expires: July 20, 1996
STATE OF CALIFORNIA )
: ss:
COUNTY OF LOS ANGELES )
On this 18th day of August, 1995, before me, Suzan G. Spivey, 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 Trust Officer of
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking
association which executed the within instrument, and Sandy Chan known to me to
be a Trust Officer 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.
Susan G. Spivey
----------------------------
Notary Public
[SEAL]
My Commission Expires: March 30, 1998
STATE OF CALIFORNIA )
: ss:
COUNTY OF LOS ANGELES )
This instrument was acknowledged before me on August 18, 1995 by Fonda
J. Hall and Sandy Chan as Trust Officer and Trust Officer, respectively, of BANK
OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION.
Suzan G. Spivey
----------------------------
Notary Public
[SEAL]
My Commission Expires: March 30, 1998
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 18th day of August, 1995, before me, Timothy J. Shea, Notary
Public in and for the County and State aforesaid, residing therein, duly
commissioned and sworn, personally appeared David G. Sampson, known to me to be
Vice President of THE BANK OF NEW YORK, a banking corporation which executed the
within instrument, and Paul Schmalzel known to me to be an Assistant Treasurer
of said corporation, who being by me duly sworn, acknowledged before me that the
seal affixed to said instrument is the corporate seal of said corporation, that
they, being authorized so to do, executed the within instrument on behalf of
said corporation by authority of its board of directors, and that said
instrument is the free act and deed of said corporation 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.
Timothy J. Shea
----------------------------
Notary Public
[SEAL]
My Commission Expires: May 5, 1996
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
This instrument was acknowledged before me on August 18, 1995 by David
G. Sampson and Paul Schmalzel as Vice President and Assistant Treasurer,
respectively, of THE BANK OF NEW YORK.
Timothy J. Shea
----------------------------
Notary Public
[SEAL]
My Commission Expires: May 5, 1996
EXHIBIT A
OUTSTANDING FIRST MORTGAGE BONDS
Date of Date of Total
Interest Rate Issue Maturity Outstanding
------------- ------- -------- -----------
7.125% 1/29/92 1/15/97 $150,000,000.00
7.625% 3/04/92 3/15/98 $100,000,000.00
8.125% 3/04/92 3/15/02 $125,000,000.00
10.250% 5/31/90 5/15/20 $123,550,000.00
9.00% 12/17/91 12/15/21 $150,000,000.00
9.50% 4/23/91 4/15/21 $ 96,450,000.00
8.75% 1/29/92 1/15/24 $175,000,000.00
7.625% 6/16/92 6/15/99 $100,000,000.00
8.00% 2/09/93 2/01/25 $150,000,000.00
7.25% 8/10/93 8/01/23 $100,000,000.00
5.50% 9/02/93 8/15/28 $ 25,000,000.00
5.875% 9/02/93 8/15/28 $141,150,000.00
5.875% 9/02/93 8/15/28 $ 12,850,000.00
5.750% 9/28/93 9/15/00 $100,000,000.00
6.625% 3/02/94 3/01/04 $100,000,000.00
EXHIBIT B
Arizona Public Service Company
400 N. 5th Street
Phoenix, Arizona 85004
Ladies and Gentlemen:
This is to advise you that BankAmerica National Trust Company does
hereby resign as agent of Arizona Pubic Service Company (the "Company") in the
City of New York, New York, (i) in respect of the payment of the principal,
interest and premium, if any, on all of the Company's outstanding First Mortgage
Bonds as listed on Schedule I hereto (collectively, the "Bonds"), (ii) in
respect of the registration, transfer and exchange of such Bonds, and (iii)
where notices, presentations, and demands to or upon the Company in respect of
such Bonds and in respect of the Mortgage and Deed of Trust, as supplemented,
and amended, securing said Bonds, may be given or made.
Please indicate your acceptance of this resignation by causing this
letter to be signed on your behalf in the space provided for that purpose.
Sincerely,
BANKAMERICA NATIONAL TRUST COMPANY
Sean Cullen
----------------------------
Title: Vice President
Date: August 18, 1995
Accepted:
ARIZONA PUBLIC SERVICE COMPANY
Nancy E. Newquist
- ----------------------------
Title: Treasurer
Date: August 18, 1995
SCHEDULE I
OUTSTANDING FIRST MORTGAGE BONDS
Date of Date of Total
Interest Rate Issue Maturity Outstanding
7.125% 1/29/92 1/15/97 $150,000,000.00
7.625% 3/04/92 3/15/98 $100,000,000.00
8.125% 3/04/92 3/15/02 $125,000,000.00
10.250% 5/31/90 5/15/20 $123,550,000.00
9.00% 12/17/91 12/15/21 $150,000,000.00
9.50% 4/23/91 4/15/21 $ 96,450,000.00
8.75% 1/29/92 1/15/24 $175,000,000.00
7.625% 6/16/92 6/15/99 $100,000,000.00
8.00% 2/09/93 2/01/25 $150,000,000.00
7.25% 8/10/93 8/01/23 $100,000,000.00
5.50% 9/02/93 8/15/28 $ 25,000,000.00
5.875% 9/02/93 8/15/28 $141,150,000.00
5.875% 9/02/93 8/15/28 $ 12,850,000.00
5.750% 9/28/93 9/15/00 $100,000,000.00
6.625% 3/02/94 3/01/04 $100,000,000.00
EXHIBIT C
CERTIFICATE
I, BETSY A. PREGULMAN, Associate Secretary of ARIZONA PUBLIC SERVICE
COMPANY, an Arizona corporation, hereby certify that the following is a true and
correct copy of an excerpt from a meeting of the Board of Directors of said
corporation, duly convened and held on the 20th day of June, 1995, at which a
quorum was present and acting throughout, and at which time the following was
adopted and is now in full force and effect:
RESOLVED, that the Company appoint The Bank of New York
("Successor Trustee") as successor Trustee and Paying Agent under the
Mortgage and Deed of Trust dated as July 1, 1946 (the "Mortgage") by
and between the Company and Bank of America National Trust and Savings
Association (the "Resigning Trustee"), as Trustee, pursuant to which
the Company has issued and outstanding approximately $1.7 billion
aggregate principal amount of the Company's First Mortgage Bonds; and
that the Company accept the resignation of Resigning Trustee as Trustee
and Paying Agent under the Mortgage (which resignation also includes
the resignation of BankAmerica National Trust Company as Paying Agent
and Security Registrar in the Borough of Manhattan, City of New York,
New York), such appointment and resignation to be effective upon the
execution and delivery by Successor Trustee to the Company of an
instrument or instruments accepting such appointment as successor
Trustee under the Mortgage; and further
RESOLVED, that the President, any Vice President, the
Controller or the Treasurer of the Company be, and each of them hereby
is, authorized, empowered and directed to execute and deliver in the
name and on behalf of the Company, an instrument or instruments
appointing Successor Trustee as the successor Trustee and accepting the
resignation of Resigning Trustee; and further
RESOLVED, that the proper officers of the Company are hereby
authorized, empowered and directed to do or cause to be done all such
acts or things, and to execute and deliver, or cause to be executed or
delivered, any and all such other agreements, amendments, instruments,
certificates, documents or papers (including, without limitation, any
and all notices and certificates required or permitted to be given or
made on behalf of the Company to the bondholders or to Successor
Trustee or Resigning Trustee), under the terms of any of the executed
instruments in connection with the resignation of Resigning Trustee,
and the appointment of Successor Trustee, in the name and on behalf of
the Company as any of such officers, in his or her discretion, may deem
necessary or advisable to effectuate or carry out the purposes and
intent of the foregoing resolutions; and to exercise any of the
Company's obligations under the instruments and agreements executed on
behalf of the Company in connection with the resignation of Resigning
Trustee and appointment of Successor Trustee.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the
Company this 18th day of August, 1995.
Betsy A. Pregulman
----------------------------
Betsy A. Pregulman
Associate Secretary
(SEAL)
EXHIBIT D
NOTICE
To the Holders of
NOTICE IS HEREBY GIVEN, pursuant to Section 101 of the Mortgage and
Deed of Trust, as supplemented and amended (the "Mortgage"), dated as of July 1,
1946 by and between Arizona Public Service Company (the "Company") and Bank of
America National Trust and Savings Association ("Bank of America") as Trustee,
that Bank of America has resigned as Trustee, security registrar and paying
agent under the Mortgage (including the resignation of BankAmerica National
Trust Company as agent of the Company in the City of New York, New York).
NOTICE IS HEREBY FURTHER GIVEN, pursuant to Section 102 of the
Mortgage, that the Company has appointed The Bank of New York, a corporation
duly organized and existing under the laws of the State of New York, as
successor Trustee under the Mortgage, and as security registrar and paying agent
thereunder, and that The Bank of New York has accepted said appointment as
successor Trustee, security registrar and paying agent under the Mortgage. The
address of the Corporate Trust Office of The Bank of New York is 101 Barclay
Street, New York, New York 10286.
Said resignation of Bank of America as Trustee, security registrar and
paying agent and said appointment and acceptance of The Bank of New York as
successor Trustee, security registrar and paying agent will be effective as of
the opening of business on September 29, 1995.
Dated: New York, New York
_______________, 1995
ARIZONA PUBLIC SERVICE COMPANY
BANK OF AMERICA NATIONAL TRUST
AND SAVING ASSOCIATION