EXHIBIT 10.1
This Amendment No. 3, dated as of June 20, 1996, to the
Amended and Restated Decommissioning Trust Agreement (PVNGS Unit 2), dated as of
January 31, 1992, as amended by Amendment No. 1 thereto dated as of November 1,
1992 and Amendment No. 2 thereto dated as of November 1, 1994 (the
"Decommissioning Trust Agreement"; terms used herein as therein defined), is
entered into between Arizona Public Service Company ("APS"), State Street Bank
and Trust Company, as successor to The First National Bank of Boston, as Owner
Trustee and as Lessor, and Mellon Bank, N.A., as Decommissioning Trustee
("Decommissioning Trustee").
R E C I T A L S:
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WHEREAS, the parties hereto wish to amend the investment
parameters for the Decommissioning Trust Fund and the Second Fund contained in
Exhibit B to the Decommissioning Trust Agreement;
NOW, THEREFORE, in consideration of the premises and of other
good and valuable consideration, receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
A G R E E M E N T S:
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SECTION 1. Amendment.
Paragraph (l) of Exhibit B to the Decommissioning Trust
Agreement is hereby deleted and is replaced in its entirety by the following:
(l) (x) corporate equity securities, including, but not
limited to, investment in units of common or
collective trust funds investing in corporate equity
securities; including, but not limited to, the
Decommissioning Trustee's Nuclear Decommissioning
Trust Equity Index Fund (the "NDT Equity Index Fund")
and (y) obligations not included in clauses (a)
through (k) issued or guaranteed by a person
controlled or supervised by and acting as an
instrumentality of the United States of America
pursuant to authority granted by the Congress of the
United States of America, including Federal
Intermediate Credit Bank, Banks for Cooperatives,
Federal Land Banks, Federal Home Loan Banks, Federal
Home Loan Mortgage Corporation; provided, that no
more than fifty percent (50%) of the aggregate assets
of the Funds may be invested in securities described
in (x) and (y) of this subparagraph (l) during the
period from June 27, 1996 through December 31, 2000,
no more than forty percent (40%) during the period
from January 1, 2001 through December 31, 2003, no
more than thirty percent (30%) during the period from
January 1, 2004 through December 31, 2006, and no
more than fifteen percent (15%) during the period
from January 1, 2007 through January 31, 2010; and
provided further that after January 31, 2010, no
investments shall be made in such securities.
SECTION 2. Effectiveness.
This Amendment No. 3 shall become effective as of the date
hereof upon the execution and delivery of a counterpart of this Amendment No. 3
by each of the parties hereto.
SECTION 3. Miscellaneous
(a) Full Force and Effect.
Except as expressly provided herein, the Decommissioning Trust
Agreement shall remain unchanged and in full force and effect. Each reference in
the Decommissioning Trust Agreement and in any exhibit or schedule thereto to
"this Agreement," "hereto," "hereof" and terms of similar import shall be deemed
to refer to the Decommissioning Trust Agreement as amended hereby.
(b) Counterparts.
This Amendment No. 3 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Amendment No. 3 by
signing any such counterpart.
(c) Arizona Law.
This Amendment No. 3 shall be construed in accordance with and
governed by the law of the State of Arizona.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 to the Decommissioning Trust Agreement to be duly executed as of
the day and year first above written.
ARIZONA PUBLIC SERVICE COMPANY
By N.E. Newquist
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Title Treasurer
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MELLON BANK N.A., as
Decommissioning Trustee
By Earl G. Kleckner
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Title Vice-President
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STATE STREET BANK AND TRUST COMPANY,
as Owner Trustee under a Trust Agreement with Security
Pacific Capital Leasing Corporation and as Lessor under a
Facility Lease with Arizona Public Service Company
By Mark Nelson
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Title Vice President
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STATE STREET BANK AND TRUST COMPANY,
as Owner Trustee under a Trust Agreement with Emerson
Finance Co. and as Lessor under a Facility Lease with
Arizona Public Service Company
By Mark Nelson
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Title Vice President
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STATE OF ARIZONA )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this 27th
day of June, 1996, by Nancy E. Newquist, the Treasurer of ARIZONA PUBLIC SERVICE
COMPANY, an Arizona corporation, on behalf of said corporation.
Maria R. Marrs
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Notary Public
My commission expires:
July 21, 1998
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STATE OF PA )
) ss.
County of Allegheny )
The foregoing instrument was acknowledged before me this 25th
day of June, 1996, by Earl Kleckner, a Trust Officer of MELLON BANK, N.A., a
corporation having trust powers, as Decommissioning Trustee, on behalf of said
corporation.
Denise A. Fuhrer
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Notary Public
My commission expires:
December 3, 1998
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STATE OF MASSACHUSETTS )
) ss.
County of Suffolk )
The foregoing instrument was acknowledged before me this 26th
day of June, 1996, by Mark Nelson, the Vice President of STATE STREET BANK AND
TRUST COMPANY, a Massachusetts trust company, in its capacity as Owner Trustee
under a Trust Agreement with Security Pacific Capital Leasing Corporation, and
as Lessor under a Facility Lease with Arizona Public Service Company, on behalf
of said association in such capacities.
Scott Knox
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Notary Public
My commission expires:
July 12, 2002
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STATE OF MASSACHUSETTS )
) ss.
County of Suffolk )
The foregoing instrument was acknowledged before me this 26th
day of June 1996, by Mark Nelson the Vice President of STATE STREET BANK AND
TRUST COMPANY, a Massachusetts trust company, in its capacity as Owner Trustee
under a Trust Agreement with Emerson Finance Co., and as Lessor under a Facility
Lease with Arizona Public Service Company, on behalf of said association in such
capacities.
Scott Knox
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Notary Public
My commission expires:
July 12, 2002
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