================================================================================
ARIZONA PUBLIC SERVICE COMPANY
(formerly Central Arizona Light and Power Company)
TO
THE BANK OF NEW YORK
As trustee under Central Arizona Light
and Power Company's Mortgage and Deed
of Trust, Dated as of July 1, 1946.
---------------
Fifty-fifth Supplemental Indenture
---------------
Dated as of April 1, 1997
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.
================================================================================
FIFTY-FIFTH SUPPLEMENTAL INDENTURE
---------------
INDENTURE, dated as of the 1st day of April, 1997, 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 THE BANK OF NEW YORK, a New York banking
corporation, the mailing address of which is 101 Barclay Street, 21st Floor
West, New York, New York 10286 (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 Fifty-fifth 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
----------------------------------- -------------------
Chattel
Date Book or Mortgage
County Recorded Docket Page Book Page
------ -------- ------ ---- ------------ ----
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
2
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
fifty-four indentures supplemental to the Mortgage (hereinafter respectively
called the First through the Fifty-fourth 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,
February 1, 1993, August 1, 1993, August 1, 1993, September 15, 1993, March 1,
1994, and November 15, 1996, 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, 2 3/4% 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, 3 1/8% 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, 2 3/4% 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, 2 7/8% 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, 3 1/2% 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, 3
1/2% 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, 3 1/4% 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, 5 1/8% 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
3
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,
12 1/8% 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,
12 7/8% 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, 10 3/8% 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, 12 3/4% 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, 13 1/2% 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
4
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, 13 1/4% 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, 11 1/2% 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, 11 1/2% 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, 9 1/4% 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, 9 7/8% 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, 10 3/4% 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, 10 3/4% 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, 10 1/4% 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, 10 1/4% 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, 9 1/2% 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, 7 1/8% 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, 8 3/4% 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, 7 5/8% 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, 8 1/8% 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, 7 5/8% Series due 1999
(hereinafter called the bonds of the Fiftieth Series), in the aggregate
principal amount of One Hundred Million Dollars ($100,000,000); 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); bonds of a
series entitled and designated First Mortgage Bonds, 7 1/4% Series due 2023
(hereinafter called the bonds of the Fifty-second Series), in the aggregate
principal amount of One Hundred Million Dollars ($100,000,000); bonds of a
series entitled and designated First Mortgage
5
Bonds, 5 7/8% Series due 2028 (hereinafter called bonds of the Fifty-third
Series), in the aggregate principal amount of Twelve Million Eight Hundred Fifty
Thousand Dollars ($12,850,000); bonds of a series entitled and designated First
Mortgage Bonds, 5 7/8% Series due 2028 (hereinafter called bonds of the
Fifty-fourth Series), in the aggregate principal amount of One Hundred Forty-one
Million One Hundred Fifty Thousand Dollars ($141,150,000); bonds of a series
entitled and designated First Mortgage Bonds, 5 1/2% Series due 2028
(hereinafter called bonds of the Fifty-fifth Series), in the aggregate principal
amount of Twenty-five Million Dollars ($25,000,000); bonds of a series entitled
and designated First Mortgage Bonds, 5 3/4% Series due 2000 (hereinafter called
bonds of the Fifty-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, 6 5/8% Series due 2004 (hereinafter called
bonds of the Fifty-seventh 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, Senior Note Series A (hereinafter called bonds
of the Fifty-eighth Series) in the aggregate principal amount of One Hundred
Million Dollars ($100,000,000); and
WHEREAS, said The Bank of New York, by an instrument in writing,
effective on the opening of business on September 29, 1995, succeeded to Bank of
America National Trust and Savings Association as Trustee under the Mortgage;
and, pursuant to Section 104 of the Mortgage, The Bank of New York is the
successor Trustee under the Mortgage; 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 Company has agreed to issue Fifty Million Dollars
($50,000,000) in aggregate principal amount of its 6.72% Senior Notes Due 1999
(the "Senior Notes Due 1999") pursuant to the provisions of the Indenture dated
as of November 15, 1996 (the "Senior Note Indenture"), between the
6
Company and The Bank of New York, as trustee (said trustee or any successor
trustee under the Senior Note Indenture being hereinafter referred to as the
"Senior Note Trustee"), as supplemented by the First Supplemental Indenture,
dated as of November 15, 1996, and the Second Supplemental Indenture dated as of
April 1, 1997, between the Company and the Senior Note Trustee; and
WHEREAS, in order to secure the Company's obligation to pay principal,
premium, if any, and interest on the Senior Notes Due 1999 prior to the Release
Date (as hereinafter defined), the Company desires to provide for the issuance
under the Mortgage to the Senior Note Trustee of a new series of bonds
designated "First Mortgage Bonds, Senior Note Series B," having the same rate of
interest, interest payment dates, maturity date and redemption provisions and in
the same aggregate principal amount as the Senior Notes Due 1999; and
WHEREAS, the execution and delivery by the Company of this Fifty-fifth
Supplemental Indenture, and the terms of the bonds of the Fifty-ninth 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 The Bank of New York, 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 V hereof.
Also all other property, real, personal and mixed, of the kind or
nature specifically mentioned in Article V 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 Fifty-fifth 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
7
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 Fifty-fifth 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)
8
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 The Bank of New York, 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-NINTH SERIES OF BONDS.
SECTION 1. There shall be a series of bonds designated "First Mortgage
Bonds, Senior Note Series B" (hereinafter sometimes referred to as the
"Fifty-ninth Series" or the "Senior Note Series B Bonds"), limited to the
aggregate principal amount of $50,000,000, 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-ninth 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 April 1, 1999; shall be issued as
fully registered bonds in denominations of One Thousand Dollars or any integral
multiple thereof, and shall be registered in the name of the Senior Note
Trustee; and shall bear interest from April 10, 1997 or from the most recent
Interest Payment Date (as defined below) to which interest has been paid at the
rate of 6.72% per annum (calculated on the basis of a 360-day year of twelve
30-day months), payable on April 1 and October 1 of each year (each an "Interest
Payment Date"), commencing October 1, 1997, to the holders thereof of record on
the March 15 or September 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 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
9
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.
The Company's obligation to make payments with respect to the
principal, premium and/or interest on the Senior Note Series B Bonds shall be
fully or partially, as the case may be, satisfied and discharged to the extent
that, at the time that any such payment shall be due, the corresponding amount
of principal of, premium, if any, and/or interest then due on the Senior Notes
Due 1999 shall have been fully or partially paid, as the case may be, or there
shall have been deposited with the Senior Note Trustee pursuant to Section 501,
Section 1103, Section 1205 or Article Fourteen of the Senior Note Indenture
trust funds sufficient under the provisions of said Sections and Article to
fully or partially pay, as the case may be, the corresponding amount of
principal, premium, if any, and/or interest then due on the Senior Notes Due
1999.
SECTION 2. Upon payment of the principal of, premium, if any, and
interest due on the Senior Notes Due 1999, whether at maturity or prior to
maturity by redemption or otherwise, or upon provision for the payment thereof
having been made in accordance with Section 501 or Section 1402 of the Senior
Note Indenture, Senior Note Series B Bonds in a principal amount equal to the
principal amount of Senior Notes Due 1999 so paid or for which such provision
for payment has been made shall be deemed fully paid, satisfied and discharged
and the obligations of the Company thereunder shall be terminated and such
Senior Note Series B Bonds shall be surrendered to and cancelled by the Trustee.
From and after such date as all bonds issued under the Mortgage (other than
Senior Note First Mortgage Bonds, as such term is defined in the Senior Note
Indenture) have been retired through payment, redemption, or otherwise at,
before or after maturity thereof (the "Release Date"), the Senior Note Series B
Bonds shall be deemed fully paid, satisfied and discharged and the obligation of
the Company thereunder shall be terminated. On the Release Date, the Senior Note
Series B Bonds shall be surrendered to and cancelled by the Trustee.
SECTION 3. At the option of the registered owner, any bonds of the
Fifty-ninth Series, upon surrender thereof, for cancellation, 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-ninth Series shall be transferable (subject to the
provisions of Section 12 of the Mortgage) at said office or agency of the
Company without payment of any sum other than taxes or other governmental
charges.
ARTICLE II.
REDEMPTION OF SENIOR NOTE SERIES B BONDS
The Senior Note Series B Bonds shall be redeemed, in whole or in part,
from time to time, on the date on which a corresponding principal amount of
Senior Notes Due 1999 are redeemed as provided in the Senior Note Indenture upon
the Senior Note Trustee's notification of the Trustee of such redemption, at a
redemption price equal to the redemption price of such Senior Notes Due 1999
being so redeemed. Any such notice shall be received by the Trustee no later
than 5 days prior to any redemption date fixed for the Senior Note Series B
Bonds to be redeemed and shall specify the principal amount of such Senior Note
Series B Bonds to be redeemed, the redemption date, and the amount of accrued
interest and premium, if any, to be paid thereon. The Company shall deposit in
trust with the Trustee on the redemption date an
10
amount of money sufficient to pay the principal amount including accrued
interest, if any, and premium, if any, on the Senior Note Series B Bonds to be
redeemed. Upon presentation to the Trustee of any Senior Note Series B Bonds by
the Senior Note Trustee for payment, such Senior Note Series B Bonds so
presented shall be redeemed and paid in full.
In the event the principal of all Senior Notes Due 1999 is declared due
and payable or becomes automatically due and payable pursuant to Section 602 of
the Senior Note Indenture, upon the filing with the Trustee of a written demand
for the acceleration of the payment of principal of all Senior Note Series B
Bonds, the payment of principal on all Senior Note Series B Bonds shall become
immediately due and payable and the Trustee shall provide to the Senior Note
Trustee an irrevocable, valid and unconditional notice of acceleration of all
Senior Note Series B Bonds.
Redemption of the Senior Note Series B Bonds shall be effected, without
further notice by the Company to the Trustee, by the payment by the Company of
the applicable redemption price specified in this Article II at the place
specified for payment of principal of and interest on such bonds.
The Senior Note Series B Bonds will not be subject to prepayment or
redemption prior to maturity except as provided herein, notwithstanding the
provisions of Section 39 or Section 64 of the Mortgage, or with "Proceeds of
Released Property," as defined in the Mortgage.
The Senior Note Series B Bonds will not be subject to any sinking fund.
The Company covenants and agrees that, prior to Release Date, it will
not take any action (except as required by this Article II hereof) that would
cause the outstanding principal amount of the Senior Note Series B Bonds to be
less than the then outstanding principal amount of the Senior Notes Due 1999.
ARTICLE III.
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 Thirty-fourth, Forty-third, Forty-fourth, Forty-fifth, Forth-
sixth, Forty-seventh, Forty-ninth, Fiftieth, Fifty-first, Fifty-second,
Fifty-third, Fifty-fourth, Fifty-fifth, Fifty-sixth, Fifty-seventh,
Fifty-eighth, or Fifty-ninth 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-ninth 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
11
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 and Fifty-second Series and Fifty-third Series and
Fifty-fourth Series and Fifty-fifth Series and Fifty-sixth Series and
Fifty-seventh Series and Fifty-eighth 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 "and Fifty-eighth" the words "and Fifty-ninth."
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-ninth
Series" after the words "Fifty-eighth Series" each time such words occur
therein..
ARTICLE IV.
MISCELLANEOUS PROVISIONS.
SECTION 5. The terms defined in the Mortgage, as supplemented and
amended, shall, for all purposes of this Fifty-fifth 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 Fifty-fourth 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 Fifty-fourth Supplemental Indentures hereinabove referred to and as
supplemented and amended by this Fifty-fifth 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 Fifty-fifth 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 Fifty-fifth 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 Fifty-fifth Supplemental Indenture.
SECTION 7. Whenever in this Fifty-fifth 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 Fifty-fifth 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.
12
SECTION 8. Nothing in this Fifty-fifth 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 Fifty-fifth Supplemental Indenture or any covenant,
condition, stipulation, promise or agreement hereof, and all the covenants,
conditions, stipulations, promises and agreements in this Fifty-fifth
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 Fifty-fifth 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 V.
SPECIFIC DESCRIPTION OF PROPERTY.
SECTION 10. CERTAIN REAL PROPERTY LOCATED IN:
MARICOPA COUNTY
Javelina Substation
That portion of the Southeast quarter of the Southeast quarter of the Southeast
quarter of Section 1, Township 3 North, Range 2 West of the Gila and Salt River
Base and Meridian, Maricopa County, Arizona, more particularly described as
follows:
COMMENCING at the Southeast corner of said Section;
Thence North 00 degrees 59 minutes 19 seconds West along the East line of
said Section 1, a distance of 420 feet to the POINT OF BEGINNING of the
property herein described;
Thence South 89 degrees 00 minutes 41 seconds West, 305 feet;
Thence North 00 degrees 59 minutes 19 seconds West, 240 feet;
Thence North 89 degrees 00 minutes 41 seconds East, 305 feet to a point on
the East line of said Section 1, said point bears North 00 degrees 59
minutes 19 seconds West, 660 feet from the Southeast corner of said
Section 1;
Thence South 00 degrees 59 minutes 19 seconds East along said East Section
line, a distance of 240 feet to the POINT OF BEGINNING.
EXCEPT the East 33 feet.
MOHAVE COUNTY
Kingman Power Plant
Parcel 14-B as shown on the Record of Survey recorded September 19, 1996 in Book
14 of Records of Survey, Page 64, and being a portion of Parcel 14-B shown on
Record of Survey recorded October 16, 1995, in Book 13 of Records of Survey,
Page 23, being located in the North half (N1/2) of Section 14, Township 19
North, Range 18 West of the Gila and Salt River Base and Meridian, Mohave
County, Arizona.
13
TOGETHER WITH an easement for ingress, egress, and public utilities installation
located within the easement shown on Record of Survey recorded in Book 14 of
Records of Survey, Page 64, described as follows:
Beginning at the Northeast corner of said Section 14, being a found 2 inch brass
disk in concrete, down 1.5 feet on dirt road, LS 6452; thence South 0 degrees 13
minutes 47 seconds West along the East line of said Section 14, a distance of
42.00 feet to a point on the current Southerly right-of-way line of Yucca Drive,
being a found 5/8 inch rebar with an aluminum cap stamped LS 25074, Holmquist,
herein described as (mon.), said point being the TRUE POINT OF BEGINNING; thence
South 0 degrees 13 minutes 47 seconds West along said East line, a distance of
8.00 feet to mon.; thence North 89 degrees 40 minutes 57 seconds West parallel
to and 50.00 feet Southerly of the North line of said Section 14, a distance of
264.92 feet to a mon. and a point of a curvature; thence Southwesterly along a
curve LEFT, an arc distance of 78.62 feet, having a radius of 50.00 feet, and a
delta of 90 degrees 05 minutes 29 seconds to a mon.; thence South 0 degrees 13
minutes 47 seconds West, a distance of 599.85 feet to a mon., and a point on the
Northerly line of Parcel 14-B1 (ROS 14/64); thence North 89 degrees 46 minutes
13 seconds West along said Northerly line, a distance of 100.00 feet to a mon.;
thence North 0 degrees 13 minutes 47 seconds East, a distance of 600.15 feet to
a mon., and a point of curvature; thence Northwesterly along a curve LEFT, an
arc distance of 78.46 feet, having a radius of 50.00 feet, and a delta of 89
degrees 54 minutes 31 seconds to a mon.; thence North 0 degrees 19 minutes 03
seconds East, a distance of 8.00 feet to a point on the current Southerly
right-of-way line of Yucca Drive; thence South 89 degrees 40 minutes 57 seconds
East along said right-of-way line, a distance of 464.91 feet more or less,
returning to the TRUE POINT OF BEGINNING.
YAVAPAI COUNTY
Prescott Service Center A
That portion of Sheldon Street of the Original Townsite of Prescott as recorded
in Book 4 of Maps, and Plats, Page 22 on file at the Office of the Yavapai
County Recorder, Yavapai County, Arizona, more particularly described as
follows:
Commencing at the intersection of the Westerly right-of-way of Granite Street
and the Southerly right-of-way of Sheldon Street, said intersection point also
being the Northeast corner of Lot 1, Block "A" of said original Townsite;
Thence West (assumed bearing) along the Southerly right-of-way of said Sheldon
Street, 209.12 feet to the TRUE POINT OF BEGINNING of this description;
Thence continuing West along the said Southerly right-of-way of Sheldon Street,
124.12 feet to the intersection of the said Southerly right-of-way of Sheldon
Street and the Easterly right-of-way of McCormick Street in said block "A";
Thence North, 66.25 feet to the intersection of the Northerly right-of-way of
said Sheldon Street and the Northerly prolongation of the Easterly right-of-way
of McCormick Street;
Thence East along the Northerly right-of-way of said Sheldon Street, 124.12
feet;
Thence South, 66.25 feet to the TRUE POINT OF BEGINNING.
14
Prescott Service Center B
That part of Lot 7, Section 33, Township 14 North, Range 2 West of the Gila and
Salt River Base and Meridian, Yavapai County, Arizona, described as follows:
COMMENCING at that certain point from whence the one quarter corner of said
Section 33 and Section 34 bears North 60' 11" East a distance of 2571.65 feet;
thence North 0(degree) 46' 43" East, a distance of 130 feet to a point;
thence South 89(degree) 13' 17" East, a distance of 180 feet to a point;
thence North 0(degree) 46' 43" East, a distance of 75 feet to a point;
thence South 89(degree) 13'17" East, a distance of 160 feet to a point;
thence North 0(degree) 46' 43" East a distance of 150 feet to the TRUE POINT OF
BEGINNING;
thence North 56(degree) 00' East 48.2 feet to a corner of the property described
in instrument recorded in Book 158 of Deeds, page 389, records of Yavapai
County, Arizona;
thence along the Westerly boundary line of property described in instrument
recorded in Book 158 of Deeds, page 389, records of Yavapai County, Arizona,
over the following courses:
East 13.0 feet to a point;
North 5(degree) 00' East 32.0 feet to a point;
North 85(degree) 00' West 16.0 feet to a point;
North 4(degree) 01' East 25.7 feet to a point;
North 59(degree) 14' East to the point of intersection
with the Southerly boundary line or the Easterly extension thereof of Bashford
Addition First Subdivision, accord to Book 2 of Maps, page 94, records of
Yavapai County, Arizona; thence Westerly along the said Southerly line and the
Easterly extension thereof of said Bashford Addition First Subdivision to the
point of intersection with the Easterly line of property described in instrument
recorded in Book 19 of Deeds, page 575, records of Yavapai County, Arizona;
thence Southerly along the said Easterly line of property described in
instrument recorded in Book 19 of Deeds, page 575, records of Yavapai County,
Arizona, to the point of intersection with the Northerly boundary line of
property described in Parcel 3 of instrument recorded in Book 193 of Deeds, page
46, records of Yavapai County, Arizona;
thence North 89(degree) 13' 17" West along said Northerly boundary line a
distance of 325 feet;
thence North 0(degree) 46' 43" East, a distance of 20 feet to a point;
thence south 89(degree) 13' 17" East, a distance of 160 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 including, among other things, 4.3 miles of
69kV from Willow Lake to Bald Mountain; 3.0 miles of 69kV from Casa Grande to
East Gate Tap; 242.7 miles of 500kV (joint ownership) from West Wing to Mead;
and 13.3 miles of 500kV (joint ownership) from Mead to Market Place.
15
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.
16
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 THE BANK OF NEW YORK, 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 Vice Presidents or Assistant
Vice Presidents and its corporate seal to be attested by one of its Assistant
Vice Presidents or Assistant Treasurers for and in its behalf, in the City of
New York, New York, all as of the 1st day of April, 1997.
ARIZONA PUBLIC SERVICE COMPANY
Nancy E. Felker
------------------------------
Treasurer
Attest:
Betsy A. Pregulman
- --------------------------------------
Associate Secretary
Executed, sealed and delivered by
ARIZONA PUBLIC SERVICE COMPANY
in the presence of:
Brenda M. Kucharek
- --------------------------------------
Brenda M. Kucharek
Marie A. Papietro [SEAL]
- --------------------------------------
Marie A. Papietro
THE BANK OF NEW YORK, As Trustee
Walter N. Gitlin
---------------------------------
Vice President
Attest:
Stephen Giurlando
- --------------------------------------
Assistant Vice President
Executed, sealed and delivered by
THE BANK OF NEW YORK in the
presence of:
Laura Mullen
- --------------------------------------
Laura Mullen
[SEAL]
Jason Gregory
- --------------------------------------
Jason Gregory
17
STATE OF ARIZONA )
) ss.:
COUNTY OF MARICOPA )
On this 9th day of April, 1997, before me, Maria R. Marrs, the
undersigned officer, personally appeared Nancy E. Felker, 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.
Maria R. Marrs
-----------------------------------------
Notary Public
My Commission Expires July 21, 1998
[SEAL] -------------------
STATE OF ARIZONA )
) ss.:
COUNTY OF MARICOPA )
On this 9th day of April, 1997, before me, Maria R. Marrs, the
undersigned officer, personally came Nancy E. Felker, 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.
Maria R. Marrs
-----------------------------------------
Notary Public
My Commission Expires July 21, 1998
[SEAL] -------------------
STATE OF ARIZONA )
) ss.:
COUNTY OF MARICOPA )
This instrument was acknowledged before me on April 9, 1997 by Nancy E.
Felker and Betsy A. Pregulman, as Treasurer and Associate Secretary,
respectively, of ARIZONA PUBLIC SERVICE COMPANY.
Maria R. Marrs
-----------------------------------------
Notary Public
My Commission Expires July 21, 1998
[SEAL] -------------------
18
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 8th day of April, 1997, before me, William J. Cassels, Notary
Public in and for the County and State aforesaid, residing therein, duly
commissioned and sworn, personally appeared Walter N. Gitlin, known to me to be
a Vice President of THE BANK OF NEW YORK, New York banking corporation, which
executed the within instrument, and Stephen J. Giurlando known to me to be a
Assistant Vice President of The Bank of New York, who being by me duly sworn,
acknowledged before me that the seal affixed to said instrument is the corporate
seal of The Bank of New York, that they, being authorized so to do, executed the
within instrument on behalf of The Bank of New York by authority of its board of
directors, and that said instrument is the free act and deed of The Bank of New
York 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.
William J. Cassels
-----------------------------------------
Notary Public
My Commission Expires May 16, 1998
[SEAL] -------------------
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
This instrument was acknowledged before me on April 8, 1997 by Walter
N. Gitlin and Stephen J. Giurlando as Vice President and Assistant Vice
President, respectively, of THE BANK OF NEW YORK.
William J. Cassels
-----------------------------------------
Notary Public
My Commission Expires May 16, 1998
[SEAL] -------------------