Exhibit 4.2
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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.
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Fifty-Seventh Supplemental Indenture
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DATED AS OF MARCH 1, 2003
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.
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FIFTY-SEVENTH SUPPLEMENTAL INDENTURE
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INDENTURE, dated as of the 1st day of March, 2003, 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 000
Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 (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 385 Rifle Camp Road, 0xx Xxxxx,
Xxxx Xxxxxxxx, Xxx Xxxxxx 00000 (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-seventh 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 --
Xxxxxx........................... 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:
XxXxxxxx......................... 5-31-61 36 153 4 295
San Xxxx......................... 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
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
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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-six
indentures supplemental to the Mortgage (hereinafter respectively called the
First through the Fifty-sixth 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, November 15, 1996, April 1, 1997, and November 1, 2002, 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
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
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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 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
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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 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
5
Hundred Million Dollars ($100,000,000); 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); bonds of a series entitled and designated First
Mortgage Bonds, Senior Note Series B (hereinafter called bonds of the
Fifth-ninth Series) in the aggregate principal amount of Fifty Million Dollars
($50,000,000); and bonds of a series entitled and designated First Mortgage
Bonds, Senior Note Series C (hereinafter called bonds of the Sixtieth Series) in
the aggregate principal amount of Ninety Million Dollars ($90,000,000); 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, Maricopa County, Arizona Pollution Control Corporation (the
"Issuer") has issued Fifty-Seven Million Dollars ($57,000,000) in aggregate
principal amount of the Maricopa County, Arizona Pollution Control Corporation
Pollution Control Revenue Refunding Bonds (Arizona Public Service Company Palo
Verde Project) 1994 Series C (the "Maricopa Bonds") pursuant to the Indenture of
Trust dated as of May 1, 1994 (as amended from time to time, the "Maricopa
Indenture") between the Issuer and The Bank of New York, as trustee (together
with its successors in such capacity, the "Maricopa Trustee"). The Issuer loaned
the proceeds of the Maricopa Bonds to the Company pursuant to the Loan Agreement
dated as of May 1, 1994 between the Issuer and the Company (as amended from time
to time, the "Loan Agreement"), and the Company agreed to make payments of
principal, premium, if any, and interest on, and purchase price of, the Maricopa
Bonds from time to time when due, to the extent that monies for such payments
are not otherwise available pursuant to the terms of the Maricopa Indenture (the
"Loan Agreement Payment Obligations"); and
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WHEREAS, pursuant to the provisions of the Maricopa Indenture, the Maricopa
Bonds will bear interest at a Term Rate (as defined in the Maricopa Indenture)
during the period beginning March 6, 2003 and ending on March 4, 2004 or such
earlier termination date as may occur pursuant to the terms of the Maricopa
Indenture (the "Term Rate Period"); and
WHEREAS, in order to secure the Company's Loan Agreement Payment
Obligations to and including the hereinafter defined Termination Date, the
Company desires to provide for the issuance under the Mortgage of a new series
of bonds designated "1.70% First Mortgage Bonds, Maricopa 1994 Series C, having
the same rate of interest, payment dates and redemption and tender provisions
and in the same aggregate principal amount as the Maricopa Bonds; and
WHEREAS, the execution and delivery by the Company of this Fifty-seventh
Supplemental Indenture, and the terms of the bonds of the Sixty-first 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 and to the liens permitted by Section 36 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-seventh 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 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,
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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-seventh 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 chooses 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) 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.
8
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.
SIXTY-FIRST SERIES OF BONDS.
SECTION 1. There shall be a series of bonds designated "1.70% First
Mortgage Bonds, Maricopa 1994 Series C (hereinafter sometimes referred to as the
"Sixty-first Series" or the "Bonds"), limited to the aggregate principal amount
of $57,000,000, 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 Sixty-first Series shall be dated as provided in Section 10 of the
Mortgage; shall be issued as a single fully registered bond, and shall be
registered in the name of the Maricopa Trustee; shall evidence, secure and
provide for the payment of the Company's Loan Agreement Payment Obligations; and
shall be payable on each date provided in or pursuant to the Maricopa Indenture
for the payment of principal (whether upon redemption or acceleration) of, and
interest on, the Maricopa Bonds, until the principal of and interest on the
Maricopa Bonds shall have been fully paid or provision for the payment thereof
shall have been made in accordance with the Maricopa Indenture, in the amount
then payable as principal and interest upon the Maricopa Bonds; and on each date
provided in or pursuant to the Maricopa Indenture for the payment of the
purchase price of the Maricopa Bonds tendered for purchase in accordance with
Section 2.01(d) or Section 2.01(e) of the Maricopa Indenture, in the amount then
payable as such purchase price of the tendered Maricopa Bonds, to the extent
proceeds of the remarketing of such tendered Maricopa Bonds are insufficient to
pay the purchase price thereof; provided, however, that the Bonds shall
terminate and expire and shall be of no further force and effect at 5:00 p.m.
Eastern Standard Time on the Termination Date (defined below). The principal and
purchase price of and interest on the Bonds shall be payable by the Company to
the Maricopa Trustee, as pledgee and assignee of the Issuer, in accordance with
the requirements of the Maricopa Indenture. All payments by the Company on the
Bonds shall be made on or prior to the due date thereof.
The Bonds of the Sixty-first Series will terminate and expire, and be of no
further force and effect, at 5:00 p.m. Eastern Standard Time on the earlier of:
(1) the effective date of the first Rate Period (as defined in the Maricopa
Indenture) immediately following the Term Rate Period and (2) the first date
during or after the Term Rate Period on which the Maricopa Bonds are subject to
mandatory tender pursuant to Section 2.01(e) of the Maricopa Indenture, in each
case, as long as tendering holders of Maricopa Bonds have been paid the purchase
9
price for the Maricopa Bonds pursuant to any optional or mandatory tender
occurring on the Termination Date and the Company is not otherwise in default in
its Loan Agreement Payment Obligations under Section 4.2 of the Loan Agreement
on such date. In the event that on the date specified in clause (1) or (2) of
the immediately preceding sentence, tendering holders of Maricopa Bonds have not
been paid the purchase price for tendered Maricopa Bonds or the Company is
otherwise in default in such Loan Agreement Payment Obligations, the Bonds will
terminate and expire on the first date thereafter on which such payment
obligations have been satisfied. Such date of termination and expiration of the
Bonds is herein referred to as the "Termination Date."
The Company shall have no obligation to make payments with respect to the
Bonds unless and until, and only to the extent that, payments shall be due and
payable on the Maricopa Bonds to and including the Termination Date. Any
provision hereof to the contrary notwithstanding, the Company shall receive a
credit against its obligation to make any payment of interest on the Bonds in an
amount equal to the amount, if any, held by the Maricopa Trustee under the
Maricopa Indenture on deposit in the Bond Fund (as defined in the Maricopa
Indenture) and available to make the corresponding payment on the Maricopa
Bonds. In addition, the Company shall receive a credit against its obligation to
make any payment of principal or purchase price of the Bonds, whether upon
redemption, acceleration or tender of the Maricopa Bonds or otherwise, in an
amount equal to the amount, if any, held by the Maricopa Trustee under the
Maricopa Indenture on deposit in said Bond Fund and available to make the
corresponding payment on the Maricopa Bonds.
The Company covenants and agrees that, prior to the Termination Date, it
will not take any action (except as described herein or as contemplated in the
Maricopa Indenture or the Loan Agreement) that would cause the outstanding
principal amount of the Bonds of the Sixty-first Series to be less than the
outstanding principal amount of the Maricopa Bonds.
SECTION 2. Upon payment of the principal of and interest due on the
Maricopa Bonds, whether by acceleration or otherwise, or upon provision for the
payment thereof having been made in accordance with the Maricopa Indenture,
whether with payments made pursuant to the Bonds or with other funds available
for such payment, Bonds in a principal amount equal to the principal amount of
Maricopa Bonds 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 Bonds shall be surrendered to
and cancelled by the Trustee. The Company will issue and the Trustee will
authenticate a new Bond for the unpaid portion thereof.
SECTION 3. Bonds of the Sixty-first Series shall be held by the Maricopa
Trustee and shall not be transferable except to its permitted successors and
assigns under the Maricopa Indenture. The Maricopa Trustee, as the holder of the
Bonds, shall attend meetings of bondholders under the Mortgage or deliver its
proxy in connection therewith. Either at such meeting, or otherwise when the
consent of the holders of the Bonds is sought without a meeting, the Maricopa
Trustee shall vote as the holder of the Bonds, or shall consent with respect
thereto; provided, however, that the Maricopa Trustee shall not vote in favor
of, or consent to, any modification of the Mortgage which is correlative to a
modification of the Maricopa Indenture or the Loan Agreement which would require
the approval of owners of Maricopa Bonds without the approval of the owners of
Maricopa Bonds and other bonds issued under the Maricopa Indenture which would
be required for such correlative modification of such Maricopa Indenture or Loan
Agreement.
10
ARTICLE II.
REDEMPTION OF BONDS AND OTHER PROVISIONS
The Bonds shall be redeemed, in whole or in part, from time to time, on the
date on which a corresponding principal amount of Maricopa Bonds is redeemed as
provided in the Maricopa Indenture, upon the Maricopa Trustee's notification of
the Trustee of such redemption, at a redemption price equal to the redemption
price of such Maricopa Bonds 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 Bonds to be redeemed and shall specify the principal amount of such
Bonds to be redeemed, the redemption date, and the amount of accrued interest to
be paid thereon. The Company shall deposit in trust with the Trustee on the
redemption date an amount of money sufficient to pay the principal amount plus
accrued interest, if any, on the Bonds to be redeemed. Upon presentation to the
Trustee of any Bonds by the Maricopa Trustee for payment under this Article II,
such Bonds so presented shall be redeemed and paid in full to the extent so
redeemed. In the event of redemption of the Bonds in part only, a new bond of
the Sixty-first Series and of like tenor for the unredeemed portion thereof will
be issued in the name of the Maricopa Trustee upon the cancellation of the then
existing Bond.
Redemption of the 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.
In the event the principal of all Maricopa Bonds is declared due and
payable pursuant to the Maricopa Indenture, upon the filing with the Trustee of
a written demand for the acceleration of the payment of principal of all Bonds,
the payment of principal on all Bonds shall become immediately due and payable.
The Bonds will not be subject to prepayment or redemption prior to maturity
except as provided herein, notwithstanding the provisions of Section 39, Section
64 or Section 87 of the Mortgage, or with "Proceeds of Released Property," as
defined in the Mortgage.
The Company hereby covenants and agrees that until the Termination Date, it
will not consolidate with or merge into any other corporation, or convey or
transfer, subject to the Lien of the Indenture, all or substantially all of the
Mortgaged and Pledged Property as an entirety.
The Bonds will not be subject to any sinking fund.
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 Sixty-first 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 Sixty-first 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
11
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 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 and Fifty-ninth Series and Sixtieth 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
Sixtieth" the words "and Sixty-first."
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 Sixty-first Series" after the
words "Sixtieth 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-seventh 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-sixth 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-sixth Supplemental Indentures hereinabove referred to and as
supplemented and amended by this Fifty-seventh 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-seventh 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-seventh 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-seventh Supplemental Indenture.
SECTION 7. Whenever in this Fifty-seventh 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-seventh Supplemental Indenture contained by or on behalf of the
Company or by or on behalf of the Trustee shall, subject as aforesaid, bind and
12
inure to the respective benefits of the respective successors and assigns of
such parties, whether so expressed or not.
SECTION 8. Nothing in this Fifty-seventh 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-seventh Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Fifty-seventh 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-seventh 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:
PINAL COUNTY
XXXXXX SUBSTATION
That part of Section 17, Township 7 South, Range 7 East of the Gila and Salt
River Base and Meridian, Pinal County, Arizona, lying North and East of the
Arizona Highway 84 more particularly described as follows:
Beginning at the Southeast corner of said Section 17; thence S 89(degree)40'35"
W along the South line of said Section 17, a distance of 44.42 feet to a point;
Thence N 0(degree)19'25" W a distance of 50 feet to a point; thence N
0(degree)04'32" E a distance of 73.39 feet to the true point of beginning of the
parcel herein described; thence Northerly along a curve to the right, said curve
having a central angle of 27(degree)47'59", and a radius of 290.00 feet, for a
distance of 140.71 feet to a point; said point being the beginning of a curve to
the left, said curve having a central angle of 28(degree)50'15", and a radius of
210.00 feet, for a distance of 105.70 feet to a point; thence N 0(degree)57'45"
W a distance of 13.41 feet to a point; thence S 89(degree)40'35" W a distance of
309.17 feet to a point; thence S 0(degree)19'15" E a distance of 250.00 feet to
a point; thence N 89(degree)40'35" E a distance of 250.00 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 use or enjoyed in conjunction with any thereof.
SECTION 12. Additions, extensions and improvements to THE ELECTRIC
TRANSMISSION SYSTEMS of the Company.
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
13
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.
14
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
West Paterson, New Jersey, all as of the 1st day of March, 2003.
ARIZONA PUBLIC SERVICE COMPANY
Xxxxxxx X. Xxxxx
--------------------------------------
TREASURER
Attest:
Xxxxx X. Xxxxxxxxx
--------------------------------------
ASSOCIATE SECRETARY
Executed, sealed and delivered by
ARIZONA PUBLIC SERVICE COMPANY
in the presence of:
Xxxxxx Xxxxxx
--------------------------------------
Xxxxxx Xxxxxx
Xxxxxx Xxxxxxxx [SEAL]
--------------------------------------
Xxxxxx Xxxxxxxx
THE BANK OF NEW YORK, As Trustee
Xxxxxx Xxxxxxxx
--------------------------------------
VICE PRESIDENT
Attest:
Xxxxxx X. Xxxxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxxxxx, Vice President
Executed, sealed and delivered by
THE BANK OF NEW YORK in the
presence of:
Xxxxxxxx Xxxxxxxx
--------------------------------------
Xxxxxxxx Xxxxxxxx, Assistant Treasurer
Xxxxx X. X'Xxxxx [SEAL]
--------------------------------------
Xxxxx X. X'Xxxxx, Vice President
15
STATE OF ARIZONA )
) ss.:
COUNTY OF MARICOPA )
On this 4th day of March, 2003, before me, Xxxxx X. Xxxxxxx, the
undersigned officer, personally appeared Xxxxxxx X. Xxxxx, 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.
Xxxxx X. Xxxxxxx
--------------------------------------
Notary Public
My Commission Expires June 7, 2004
----------------
[SEAL]
STATE OF ARIZONA )
) ss.:
COUNTY OF MARICOPA )
On this 4th day of March, 2003, before me, Xxxxx X. Xxxxxxx, the
undersigned officer, personally came Xxxxxxx X. Xxxxx, 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.
Xxxxx X. Xxxxxxx
--------------------------------------
Notary Public
My Commission Expires June 7, 2004
----------------
[SEAL]
STATE OF ARIZONA )
) ss.:
COUNTY OF MARICOPA )
This instrument was acknowledged before me on March 4, 2003 by Xxxxxxx X.
Xxxxx and Xxxxx X. Xxxxxxxxx, as Treasurer and Associate Secretary,
respectively, of ARIZONA PUBLIC SERVICE COMPANY.
Xxxxx X. Xxxxxxx
--------------------------------------
Notary Public
My Commission Expires June 7, 2004
----------------
[SEAL]
00
XXXXX XX XXX XXXXXX )
) ss.:
COUNTY OF PASSAIC )
On this 5th day of March, 2003, before me, Xxxxxx X. Mania, Notary Public
in and for the County and State aforesaid, residing therein, duly commissioned
and sworn, personally appeared Xxxxxx Xxxxxxxx, known to me to be a Vice
President of THE BANK OF NEW YORK, a New York banking corporation, which
executed the within instrument, and Xxxxxx X. Xxxxxxxxxx, known to me to be a
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.
Xxxxxx X. Mania
--------------------------------------
Notary Public
My Commission Expires 10/4/2006
----------------
[SEAL]
STATE OF NEW JERSEY )
) ss.:
COUNTY OF PASSAIC )
This instrument was acknowledged before me on March 5th, 2003 by Xxxxxx
Xxxxxxxx and Xxxxxx X. Xxxxxxxxxx, each as a Vice President of THE BANK OF NEW
YORK.
Xxxxxx X. Mania
--------------------------------------
Notary Public
My Commission Expires 10/4/2006
----------------
[SEAL]
17
