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ARIZONA PUBLIC SERVICE COMPANY
TO
THE CHASE MANHATTAN BANK
TRUSTEE
Third Supplemental Indenture
Dated as of November 1, 1999
To
Indenture
Dated as of January 15, 1998
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Floating Rate Notes Due 2001
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THIRD SUPPLEMENTAL INDENTURE, dated as of November 1, 1999, between Arizona
Public Service Company, a corporation duly organized and existing under the laws
of the State of Arizona (herein called the "Company"), having its principal
office at 400 North Fifth Street, Phoenix, Arizona 85004, and The Chase
Manhattan Bank, a New York banking corporation, as Trustee (herein called the
"Trustee") under the Indenture dated as of January 15, 1998 between the Company
and the Trustee (the "Indenture").
RECITALS OF THE COMPANY
The Company has executed and delivered the Indenture to the Trustee to
provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (the "Securities"), said Securities to be issued
in one or more series as in the Indenture provided.
Pursuant to the terms of the Indenture, the Company desires to provide for
the establishment of a new series of its Securities to be known as its Floating
Rate Notes Due 2001 (herein called the "Notes Due 2001"), the form and substance
of such Notes Due 2001 and the terms, provisions, and conditions thereof to be
set forth as provided in the Indenture and this Third Supplemental Indenture.
All things necessary to make this Third Supplemental Indenture a valid
agreement of the Company, and to make the Notes Due 2001, when executed by the
Company and authenticated and delivered by the Trustee, the valid obligations of
the Company, have been done.
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Notes Due
2001 by the Holders thereof, and for the purpose of setting forth, as provided
in the Indenture, the form and substance of the Notes Due 2001 and the terms,
provisions, and conditions thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Notes Due 2001, as follows:
ARTICLE ONE
GENERAL TERMS AND CONDITIONS OF
THE NOTES DUE 2001
SECTION 101. There shall be and is hereby authorized a series of Securities
designated the "Floating Rate Notes Due 2001" limited in aggregate principal
amount to $250,000,000, which amount shall be as set forth in any Company Order
for the authentication and delivery of Notes Due 2001. The Notes Due 2001 shall
mature and the principal shall be due and payable together with all accrued and
unpaid interest thereon on November 15, 2001, and shall be issued in the form of
registered Notes Due 2001 without coupons.
SECTION 102. The Notes Due 2001 shall be issued in certificated form,
except that the Notes Due 2001 shall be issued initially as a Global Security to
and registered in the name of Cede & Co., as nominee of The Depository Trust
Company, as Depositary therefor. Any Notes Due 2001
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to be issued or transferred to, or to be held by, Cede & Co. (or any successor
thereof) for such purpose shall bear the depositary legend in substantially the
form set forth at the top of the form of Note Due 2001 in Article Two hereof (in
lieu of that set forth in Section 204 of the Indenture), unless otherwise agreed
by the Company, such agreement to be confirmed in writing to the Trustee. Such
Global Security may be exchanged in whole or in part for Notes Due 2001
registered, and any transfer of such Global Security in whole or in part may be
registered, in the name or names of Persons other than such Depositary or a
nominee thereof only under the circumstances set forth in Clause (2) of the last
paragraph of Section 305 of the Indenture, or such other circumstances in
addition to or in lieu of those set forth in Clause (2) of the last paragraph of
Section 305 of the Indenture as to which the Company shall agree, such agreement
to be confirmed in writing to the Trustee. Principal of, and premium, if any,
and interest on the Notes Due 2001 will be payable, the transfer of Notes Due
2001 will be registrable and Notes Due 2001 will be exchangeable for Notes Due
2001 bearing identical terms and provisions, at the office or agency of the
Company in the Borough of Manhattan, The City and State of New York; PROVIDED,
HOWEVER, that payment of interest may be made at the option of the Company by
check mailed to the registered holder at such address as shall appear in the
Security Register.
SECTION 103. Each Note Due 2001 will bear interest at the rate of LIBOR
plus 0.72% from November 8, 1999 or from the most recent Interest Payment Date
(as hereinafter defined) to which interest has been paid or duly provided for
until the principal thereof is paid or made available for payment, payable on
February 15, May 15, August 15 and November 15 of each year (each, an "Interest
Payment Date"), commencing on February 15, 2000, to the person in whose name
such Note Due 2001 or any Predecessor Security is registered, at the close of
business on the fifteenth calendar day, whether or not a Business Day,
immediately preceding the Interest Payment Date. Any such interest installment
not punctually paid or duly provided for shall forthwith cease to be payable to
the registered holders on such regular record date, and may be paid to the
person in whose name the Note Due 2001 (or one or more Predecessor Securities)
is registered at the close of business on a special record date to be fixed by
the Trustee for the payment of such defaulted interest, notice whereof shall be
given to the registered holders of the Notes Due 2001 not less than 10 days
prior to such special record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes Due 2001 may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
The amount of interest payable for any period will be computed on the basis
of a 360-day year for the actual number of days elapsed. The calculation agent,
initially The Chase Manhattan Bank, will calculate the interest rate on the
Notes Due 2001. The interest rate will be equal to LIBOR plus 0.72%. The
interest rate in effect for the period from November 8, 1999 to February 15,
2000, the initial Interest Reset Date, will be LIBOR, as determined on November
4, 1999, plus 0.72% (the "Initial Interest Rate"). The calculation agent will
reset the interest rate on each Interest Payment Date (each such day, an
"Interest Reset Date"). The second London Business Day preceding an Interest
Reset Date will be the "Interest Determination Date" for that Interest Reset
Date. The interest rate in effect on each day that is not an Interest Reset Date
will be the interest
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rate determined as of the Interest Determination Date pertaining to the
immediately preceding Interest Reset Date. The interest rate in effect on any
day that is an Interest Reset Date will be the interest rate determined as of
the Interest Determination Date pertaining to that Interest Reset Date, except
that the interest rate in effect for the period from and including November 8,
1999 to the first Interest Reset Date will be the Initial Interest Rate. If any
Interest Payment Date (other than the Stated Maturity of the Notes Due 2001 or a
Redemption Date therefor) would otherwise be a day that is not a Business Day,
the Interest Payment Date will be postponed to the next succeeding Business Day,
except that if such Business Day falls in the next succeeding calendar month,
such Interest Payment Date shall be the immediately preceding Business Day. If
the Stated Maturity of the Notes Due 2001 or any Redemption Date therefor is not
a Business Day, then payment of principal and interest payable on such date will
be made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), in each case with the
same force and effect as if made on such date. A "Business Day" shall mean any
day, except a Saturday, a Sunday or a legal holiday in The City of New York on
which banking institutions are authorized or required by law, regulation or
executive order to close; provided that the day is also a London Business Day.
"London Business Day" means any day on which dealings in United States dollars
are transacted in the London interbank market.
The calculation agent will determine "LIBOR" in accordance with the
following provisions:
(i) With respect to any Interest Determination Date, LIBOR will be the rate
for deposits in United States dollars having a maturity of three months
commencing on the first day of the applicable Interest Period that appears
on Telerate Page 3750 as of 11:00 A.M., London time, on that Interest
Determination Date. If no rate appears, LIBOR, in respect to that Interest
Determination Date, will be determined in accordance with the provisions
described in (ii) below.
(ii) With respect to an Interest Determination Date on which no rate
appears on Telerate Page 3750, as specified in (i) above, the calculation
agent will request the principal London offices of each of four major
reference banks in the London interbank market, as selected by the
calculation agent, to provide the calculation agent with its offered
quotation for deposits in United States dollars for the period of three
months, commencing on the first day of the applicable Interest Period, to
prime banks in the London interbank market at approximately 11:00 A.M.,
London time, on that Interest Determination Date and in a principal amount
that is representative for a single transaction in United States dollars in
that market at that time. If at least two quotations are provided, then
LIBOR on that Interest Determination Date will be the arithmetic mean of
those quotations. If fewer than two quotations are provided, then LIBOR on
the Interest Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 A.M., in The City of New York, on the
Interest Determination Date by three major banks in The City of New York
selected by the calculation agent for loans in United States dollars to
leading European banks, having a three-month maturity and in a principal
amount that is representative for a single transaction in United States
dollars in that market at that time; provided, however, that if the banks
selected by the calculation agent are not providing quotations in the
manner described by this sentence, LIBOR determined as of that Interest
Determination Date will be LIBOR in effect on that Interest Determination
Date.
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"Telerate Page 3750" means the display designated as "Page 3750" on Bridge
Telerate, Inc., or any successor service, for the purpose of displaying the
London interbank rates of major banks for United States dollars.
"Interest Period" means the period from and including November 8, 1999, to,
and excluding, the first Interest Payment Date thereafter and then from, and
including, the immediately preceding Interest Payment Date to which interest has
been paid or duly provided for to, but excluding, the next Interest Payment Date
or the Maturity of the Notes Due 2001, as the case may be.
SECTION 104. The Company, at its option, may redeem all, or, from time to
time any part of the Notes Due 2001, on any Interest Payment Date on or after
November 15, 2000, upon notice as provided in the Indenture at a Redemption
Price equal to the principal amount of the Notes Due 2001 to be redeemed plus
interest (if any) accrued to the Redemption Date.
SECTION 105. The Notes Due 2001 shall not be defeasible pursuant to Section
1302 or 1303 of the Indenture.
ARTICLE TWO
FORM OF NOTES DUE 2001
SECTION 201. The Notes Due 2001 and the Trustee's certificate of
authentication to be endorsed thereon are to be substantially in the following
forms:
Form of Face of Security:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ARIZONA PUBLIC
SERVICE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
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ARIZONA PUBLIC SERVICE COMPANY
Floating Rate Note Due 2001
No. _________ $250,000,000
CUSIP No. 040555BZ6
Arizona Public Service Company, a corporation duly organized and existing
under the laws of Arizona (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of Two Hundred Fifty Million Dollars on November 15, 2001, and to
pay interest thereon from November 8, 1999 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, quarterly in
arrears on February 15, May 15, August 15 and November 15 in each year,
commencing February 15, 2000, at the rate of LIBOR plus 0.72%, until the
principal hereof is paid or made available for payment.
The calculation agent, initially The Chase Manhattan Bank, will calculate
the interest rate on this Security. The interest rate will be equal to LIBOR
plus 0.72%. The interest rate in effect for the period from November 8, 1999 to
February 15, 2000, the initial Interest Reset Date, will be LIBOR, as determined
on November 4, 1999, plus 0.72% (the "Initial Interest Rate"). The calculation
agent will reset the interest rate on each Interest Payment Date (each such day
an "Interest Reset Date"). The second London Business Day preceding an Interest
Reset Date will be the "Interest Determination Date" for that Interest Reset
Date. The interest rate in effect on each day that is not an Interest Reset Date
will be the interest rate determined as of the Interest Determination Date
pertaining to the immediately preceding Interest Reset Date. The interest rate
in effect on any day that is an Interest Reset Date will be the interest rate
determined as of the Interest Determination Date pertaining to that Interest
Reset Date, except that the interest rate in effect for the period from and
including November 8, 1999 to the first Interest Reset Date will be the Initial
Interest Rate. The amount of interest payable for any period will be computed on
the basis of a 360-day year for the actual number of days elapsed. If any
Interest Payment Date (other than the Stated Maturity hereof or a Redemption
Date herefor) would otherwise be a day that is not a Business Day, the Interest
Payment Date will be postponed to the next succeeding Business Day, except that
if such Business Day falls in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day. If the Stated
Maturity hereof or any Redemption Date herefor is not a Business Day, then
payment of principal and interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), in each case with the same force and
effect as if made on such date. A "Business Day" shall mean any day, except a
Saturday, a Sunday or a legal holiday in The City of New York on which banking
institutions are authorized or required by law, regulation or executive order to
close; provided that the day is also a London Business Day. "London Business
Day" means any day on which dealings in United States dollars are transacted in
the London interbank market.
The calculation agent will determine "LIBOR" in accordance with the
following provisions:
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(i) With respect to any Interest Determination Date, LIBOR will be the rate
for deposits in United States dollars having a maturity of three months
commencing on the first day of the applicable Interest Period that appears
on Telerate Page 3750 as of 11:00 A.M., London time, on that Interest
Determination Date. If no rate appears, LIBOR, in respect to that Interest
Determination Date, will be determined in accordance with the provisions
described in (ii) below.
(ii) With respect to an Interest Determination Date on which no rate
appears on Telerate Page 3750, as specified in (i) above, the calculation
agent will request the principal London offices of each of four major
reference banks in the London interbank market, as selected by the
calculation agent, to provide the calculation agent with its offered
quotation for deposits in United States dollars for the period of three
months, commencing on the first day of the applicable Interest Period, to
prime banks in the London interbank market at approximately 11:00 A.M.,
London time, on that Interest Determination Date and in a principal amount
that is representative for a single transaction in United States dollars in
that market at that time. If at least two quotations are provided, then
LIBOR on that Interest Determination Date will be the arithmetic mean of
those quotations. If fewer than two quotations are provided, then LIBOR on
the Interest Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 A.M., in The City of New York, on the
Interest Determination Date by three major banks in The City of New York
selected by the calculation agent for loans in United States dollars to
leading European banks, having a three-month maturity and in a principal
amount that is representative for a single transaction in United States
dollars in that market at that time; provided, however, that if the banks
selected by the calculation agent are not providing quotations in the
manner described by this sentence, LIBOR determined as of that Interest
Determination Date will be LIBOR in effect on that Interest Determination
Date.
"Telerate Page 3750" means the display designated as "Page 3750" on Bridge
Telerate, Inc., or any successor service, for the purpose of displaying the
London interbank rates of major banks for United States dollars.
"Interest Period" means the period from and including November 8, 1999, to,
and excluding, the first Interest Payment Date thereafter and then from, and
including, the immediately preceding Interest Payment Date to which interest has
been paid or duly provided for to, but excluding, the next Interest Payment Date
or the Maturity hereof, as the case may be.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the fifteenth calendar day immediately preceding the
Interest Payment Date (whether or not a Business Day). Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed
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by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of the principal of (and premium, if any) and any interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
ARIZONA PUBLIC SERVICE COMPANY
By
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Attest:
- ----------------------------
Form of Reverse of Security.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of January 15, 1998 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Chase Manhattan Bank, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the
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terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $250,000,000.
The Securities of this series are subject to redemption upon not less than
30 days' notice by mail at the option of the Company, in whole or in part, from
time to time on any Interest Payment Date on or after November 15, 2000 at a
Redemption Price equal to the principal amount of the Securities of this series
to be redeemed plus interest accrued to the Redemption Date (the "Redemption
Price").
If notice has been given as provided in the Indenture and funds for the
redemption of any Securities (or any portion thereof) called for redemption
shall have been made available on the Redemption Date referred to in such
notice, such Securities (or any portion thereof) will cease to bear interest on
the date fixed for such redemption specified in such notice and the only right
of the Holders of such Securities will be to receive payment of the Redemption
Price.
Notice of any optional redemption of Securities of this series (or any
portion thereof) will be given to Holders at their addresses, as shown in the
Security Register for such Securities, not more than 60 nor less than 30 days
prior to the date fixed for redemption. The notice of redemption will specify,
among other items, the Redemption Price and the principal amount of the
Securities of this series held by such Holder to be redeemed. If less than all
of the Securities of this series are to be redeemed at the option of the
Company, the Trustee shall select, in such manner as it shall deem fair and
appropriate, the portion of such Securities to be redeemed in whole or in part.
The Securities of this series will not be subject to any sinking fund.
In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee without
the consent of such Holders in certain limited circumstances or with the consent
of the Holders of 66-2/3% in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
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of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this
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Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Form of Trustee's Certificate of Authentication.
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
AS TRUSTEE
By
-------------------------------------
AUTHORIZED OFFICER
ARTICLE THREE
ORIGINAL ISSUE OF NOTES DUE 2001
SECTION 301. Notes Due 2001 in the aggregate principal amount of
$250,000,000 may, upon execution of this Third Supplemental Indenture, or from
time to time thereafter, be executed by the Company and delivered to the Trustee
for authentication, and the Trustee shall thereupon authenticate and deliver
said Notes Due 2001 in accordance with a Company Order delivered to the Trustee
by the Company, without any further action by the Company.
ARTICLE FOUR
PAYING AGENT AND REGISTRAR
SECTION 401. The Chase Manhattan Bank will be the Paying Agent and Security
Registrar for the Notes Due 2001.
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ARTICLE FIVE
SUNDRY PROVISIONS
SECTION 501. For all purposes relating to this Third Supplemental Indenture
and the Notes Due 2001, the term Assistant Secretary, when used in the
Indenture, will include an Associate Secretary of the Company.
SECTION 502. Except as otherwise expressly provided in this Third
Supplemental Indenture or in the form of Notes Due 2001 or otherwise clearly
required by the context hereof or thereof, all terms used herein or in said form
of Notes Due 2001 that are defined in the Indenture shall have the several
meanings respectively assigned to them thereby.
SECTION 503. The Indenture, as heretofore supplemented and amended, and as
supplemented by this Third Supplemental Indenture, is in all respects ratified
and confirmed, and this Third Supplemental Indenture shall be deemed part of the
Indenture in the manner and to the extent herein and therein provided.
SECTION 504. 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 Indenture, 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 Third 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 Six of the Indenture shall apply to and form a part of this
Third 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
Third Supplemental Indenture.
----------
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
ARIZONA PUBLIC SERVICE COMPANY
By: Barbara M. Gomez
------------------------------------
Barbara M. Gomez
Treasurer
Attest:
Betsy A. Pregulman
- ------------------------------
Associate Secretary
THE CHASE MANHATTAN BANK, as Trustee
By: T. J. Foley
------------------------------------
Attest:
R. Lorenzen
- ------------------------------
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STATE OF ARIZONA )
) ss.:
COUNTY OF MARICOPA )
On the 5th day of November, 1999, before me personally came Barbara M.
Gomez, to me known, who, being by me duly sworn, did depose and say that she is
the Treasurer of Arizona Public Service Company, one of the corporations
described in and which executed the foregoing 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 authority of the Board of Directors of
said corporation; and that she signed her name thereto by like authority.
Debra L. Blondin
------------------------------------
Notary Public
My Commission Expires:
June 7, 2000
- ----------------------
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 4th day of November, 1999, before me personally came T. J. Foley, to
me known, who, being by me duly sworn, did depose and say that he is Vice
President of The Chase Manhattan Bank, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
Annabelle DeLuca
------------------------------------
Notary Public
My Commission Expires:
July 15, 2001
- ----------------------
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