Exhibit 10.4
AMENDMENT NO. 2
Decommissioning Trust Agreement
(PVNGS Unit 1)
Dated as of July 1, 1991,
as Amended by Amendment No. 1
Dated as of December 1, 1994
between
Arizona Public Service Company
and
Mellon Bank, N.A.
as Decommissioning Trustee
This Amendment No. 2, dated as of December 16, 1996, to the
Decommissioning Trust Agreement (PVNGS Unit 1) dated as of July 1, 1991 as
amended by Amendment No. 1 thereto dated as of December 1, 1994 (the
"Decommissioning Trust Agreement"; terms used herein as therein defined), is
entered into between Arizona Public Service Company ("APS") and Mellon Bank,
N.A., as Decommissioning Trustee ("Decommissioning Trustee").
R E C I T A L S
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WHEREAS, the parties hereto wish to amend the limitations of
the parties' ability to modify the Decommissioning Trust Agreement under certain
circumstances;
NOW THEREFORE, in consideration of the premises and of other
good and valuable consideration, receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
A G R E E M E N T S:
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SECTION 1. Amendments.
The Decommissioning Trust Agreement is hereby amended by
adding the following as the last sentence of Section 13: "Notwithstanding the
foregoing, this Agreement may not be amended or modified in violation of Section
468A of the Code or the regulations thereunder."
SECTION 2. Effectiveness.
This Amendment No. 2 shall become effective as of the date
hereof upon the execution and delivery of a counterpart of this Amendment No. 2
by each of the parties hereto.
SECTION 3. Miscellaneous.
(a) Full Force and Effect.
Except as expressly provided herein, the Decommissioning Trust
Agreement shall remain unchanged and in full force and effect. Each reference in
the Decommissioning Trust Agreement and in any exhibit or schedule thereto to
"this Agreement," "hereto," "hereof" and terms of similar import shall be deemed
to refer to the Decommissioning Trust Agreement as amended hereby.
(b) Counterparts.
This Amendment No. 2 may be executed in any number of
counterparts, all of which taken together shall constitute the same instrument,
and any of the parties hereto may execute this Amendment No. 2 by signing any
such counterpart.
(c) Arizona Law.
This Amendment No. 2 shall be construed in accordance with and
governed by the law of the State of Arizona.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to the Decommissioning Trust Agreement to be duly executed as
the day and year first above written.
ARIZONA PUBLIC SERVICE COMPANY
By XXXXX X. XXXXXXXX
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Title Treasurer
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MELLON BANK, N.A., as
Decommissioning Trustee
By XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
Title Vice President
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STATE OF ARIZONA )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this 16th
day of December, 1996, by Xxxxx X. Xxxxxxxx, the Treasurer of ARIZONA PUBLIC
SERVICE COMPANY, an Arizona corporation, on behalf of said corporation.
[Official Seal] XXXXX X. XXXXX
---------------------------------
Notary Public
My commission expires:
July 21, 0000
XXXXX XX XXXXXXXXXXXX )
) ss.
County of Allegheny )
The foregoing instrument was acknowledged before me this 16th
day of October, 1996, by Xxxx Xxxxxxxx, a Trust Officer of MELLON BANK, N.A., a
corporation having trust powers, as Decommissioning Trustee, on behalf of said
corporation.
[Official Seal] XXXXXXXXX XXXXXX
---------------------------------
Notary Public
My commission expires:
May 12, 1997
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