EXHIBIT 10.04-01
AMENDMENT NO. 11 TO FOUR CORNERS PROJECT
OPERATING AGREEMENT
AMONG
ARIZONA PUBLIC SERVICE COMPANY
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
SOUTHERN CALIFORNIA EDISON COMPANY
PUBLIC SERVICE COMPANY OF NEW MEXICO
EL PASO ELECTRIC COMPANY
AND
TUCSON ELECTRIC POWER COMPANY
MAY 23, 1997
AMENDMENT NO. 11 TO THE FOUR CORNERS PROJECT
OPERATING AGREEMENT
1. PARTIES:
The Parties to this Amendment No. 11 to the Four Corners Project Operating
Agreement, hereinafter referred to as "Amendment No. 11," are: ARIZONA
PUBLIC SERVICE COMPANY, a corporation organized and existing under and by
virtue of the laws of the State of Arizona, hereinafter referred to as
"APS"; SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an
agricultural improvement district organized and existing under and by
virtue of the laws of the State of Arizona, hereinafter referred to as
"SRP"; SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized and
existing under and by virtue of the laws of the State of California,
hereinafter referred to as "Edison"; PUBLIC SERVICE COMPANY OF NEW MEXICO,
a corporation organized and existing under and by virtue of the laws of the
State of New Mexico, hereinafter referred to as "PNM"; AND TUCSON ELECTRIC
POWER COMPANY (formerly Tucson Gas & Electric Company), hereinafter
referred to as "TEP," a corporation organized and existing under and by
virtue of the laws of the State of Arizona, hereinafter referred to
collectively as "Parties."
2. RECITALS:
2.1 The Four Corners Project Operating Agreement has been amended by
Amendment No. 1, dated August 5, 1974, Amendment No. 2, dated
September 1, 1975, Amendment No. 3, dated March 23, 1981, Amendment
No. 4, dated January 21, 1982, Amendment No. 5, dated January 11,
1982, Amendment No. 6, dated
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February 25, 1982, Amendment No. 7, dated January 1, 1983, Amendment
No. 8, dated October 6, 1989, Amendment No. 9, dated October 6, 1989,
and Amendment No. 10, dated May 30, 1991.
2.2 Under the provisions of Section 11 of the Supplemental Lease, each of
the Parties, as Lessees, is responsible for paying directly to the
Navajo Tribe, as Lessor, its pro rata share of the total annual lease
payment.
2.3 In the interest of efficiency, the Mineral and Lands Department of the
Navajo Tribe has requested assistance from APS, as Operating Agent of
Four Corners Generating Unit Nos. 4 and 5, in collecting from the
Parties and remitting to the Navajo Tribe annual lease payments due
under the Supplemental Lease.
2.4 The Parties are willing to accommodate the Navajo Tribe's request,
subject to their understanding that their obligations to the Navajo
Tribe for such payments will continue to be several and not joint.
3. AGREEMENT:
For and in consideration of the premises and the mutual obligations of and
undertakings by the Parties as hereinafter provided in this Amendment No.
11 to the Operating Agreement, the Parties agree as follows:
4. EFFECTIVE DATE:
This Amendment No. 11, when executed by all Parties, shall become effective
as of May 23, 1997.
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5. AMENDMENTS TO THE OPERATING AGREEMENT MADE BY THIS AMENDMENT NO. 11:
The Operating Agreement is hereby amended by adding the following provision
to Section 6.3:
6.3.25 Receive from the Navajo Tribe bills addressed to each Participant
for its annual lease payment due pursuant to the Supplemental
Lease, collect from each Participant its annual lease payment, and
remit the lease payments to the Navajo Tribe within the time
prescribed in the Supplemental Lease.
6. EXECUTION BY COUNTERPARTS:
This Amendment No. 11 may be executed in any number of counterparts, and
upon execution by all Parties, each executed counterpart shall have the
same force and effect as an original instrument and as if all Parties had
signed the same instrument. Any signature page of this Amendment No. 11
may be detached from any counterpart of this Amendment No. 11 without
impairing, the legal effect of any signature thereon, and may be attached
to another counterpart of this Amendment No. 11 identical in form hereto
but having attached to it one or more signature pages.
7. SIGNATURE CLAUSE:
The signatories hereto represent that they have been appropriately
authorized to enter into this Amendment No. 11 on behalf of the Party for
whom they sign. This Amendment No. 11 is hereby executed as of the 23rd
day of May 1997.
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ARIZONA PUBLIC SERVICE COMPANY
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Its: Vice President Fossil
------------------------------------
ATTEST:
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Secretary
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Its: Associate General Manager
-----------------------------------
ATTEST AND COUNTERSIGN:
------------------------------
Its:
--------------------------
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SOUTHERN CALIFORNIA EDISON COMPANY
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------------
Its: Vice President
----------------------------------
ATTEST:
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Secretary
PUBLIC SERVICE COMPANY OF
NEW MEXICO
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Its: Vice President - Power Production
-----------------------------------
ATTEST:
------------------------------
Secretary
EL PASO ELECTRIC COMPANY
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Its: Vice President - Power Generation
----------------------------------
ATTEST:
------------------------------
Secretary
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TUCSON ELECTRIC POWER COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Its: Vice President
----------------------------------
ATTEST:
------------------------------
Secretary
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