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PUBLIC SERVICE COMPANY OF NEW MEXICO
TO
THE CHASE MANHATTAN BANK
Trustee
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SECOND SUPPLEMENTAL INDENTURE
Dated as of March 11, 1998
To
INDENTURE
Dated as of March 11, 1998
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(Creating Three Series of Maricopa Senior Notes)
SECOND SUPPLEMENTAL INDENTURE, dated as of March 11, 1998, between
PUBLIC SERVICE COMPANY OF NEW MEXICO, a corporation duly organized and existing
under the laws of the State of New Mexico (herein called the "Company"), having
its principal office at Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000, and THE
CHASE MANHATTAN BANK, a New York banking corporation, as Trustee (herein called
the "Trustee") under the Indenture dated as of March 11, 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 senior notes (the "Notes"),
said Notes 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 three new series of its Notes to be respectively known
as set forth under the column entitled, "Series of Maricopa Notes" in Exhibit A
hereto (collectively, the "Maricopa Notes"), the form and substance of such
Maricopa Notes and the terms, provisions, and conditions thereof to be set forth
as provided in the Indenture and this Second Supplemental Indenture.
The Maricopa County, Arizona Pollution Control Corporation (the
"Authority") has issued three series of its Pollution Control Revenue Refunding
Bonds (Public Service Company of New Mexico Palo Verde Project) (collectively,
the "Refunding Bonds") as described under the column entitled "Pollution Control
Revenue Refunding Bonds" in Exhibit A hereto.
The Authority has appointed First Security Bank of New Mexico, N.A.
(formerly named First National Bank in Albuquerque), as trustee (together with
any successor trustee under the Indentures of Trust (as hereinafter defined),
each a "Refunding Bond Trustee"), with respect to each series of Refunding
Bonds, all pursuant to and as more particularly set forth in the Indenture of
Trust and Pledge and supplements thereto relating to such series of Refunding
Bonds described under the column entitled "Indenture of Trust" in Exhibit A
hereto made by the Authority to the Refunding Bond Trustee (collectively, the
"Indentures of Trust").
Pursuant to the three Loan Agreements described under the column
entitled "Loan Agreement" in Exhibit A hereto related, respectively, to the
three series of Refunding Bonds (collectively, the "Loan Agreements") each by
and between the Authority and the Company, the Authority loaned (collectively,
the "Loans") to the Company the proceeds from the issuance of the Refunding
Bonds, and the Company is obligated to make certain payments to the Authority,
which payments the Authority has pledged and assigned to the applicable
Refunding Bond Trustee by the terms of the Indentures of Trust to provide for
the payment of principal of and premium, if any, and interest on each of the
corresponding three series of Refunding Bonds.
Pursuant to the Loan Agreements, as collateral security for the
Refunding Bonds, the Company issued certain of its First Mortgage Bonds ("First
Mortgage Bonds") under the Company's Indenture of Mortgage and Deed of Trust
dated as of June 1, 1947 to The Bank of New York (formerly Irving Trust Company)
and certain supplemental indentures thereto.
Pursuant to each Indenture of Trust and each supplement to the
corresponding Loan Agreement between the Company and the Authority, each such
supplement dated as of March 11, 1998 and entitled "First Supplement to Loan
Agreement" (collectively, the "First Supplemental Loan Agreements"), related,
respectively, to each of the three series of Refunding Bonds, the First Mortgage
Bonds are being exchanged for the Maricopa Notes to be issued under this Second
Supplemental Indenture.
Pursuant to each of the First Supplemental Loan Agreements, each series
of the Maricopa Notes will be pledged to the applicable Refunding Bond Trustee
as security for the performance of the Company's obligations under the
respective Loan Agreement to repay each Loan in an amount equal to the principal
of, premium, if any, and interest due on each of the corresponding series of the
Refunding Bonds (the "Required Amounts").
Each of the three new series of Maricopa Notes will relate to one of
the three series of Refunding Bonds and will be issued (x) in an aggregate
principal amount equal to the aggregate principal amount of the Refunding Bonds
of such series, maturing on such dates that upon the stated maturity date of the
Refunding bonds of such series a corresponding principal amount of Maricopa
Notes of such series shall mature, (y) bearing interest (but only from the
Initial Interest Accrual Date, if any, determined in accordance with Section
1.03 below) at the same interest rate borne by the Refunding Bonds of such
series and (z) be subject to redemption prior to maturity at the time, in the
amount, and at the same redemption premium, if any, borne by the Refunding Bonds
of such series. Each series of Maricopa Notes will be delivered to the
corresponding Refunding Bond Trustee, as security for the performance of the
Company's obligations under the related Loan Agreements to pay the Loan under
such Loan Agreements.
All things necessary to make this Second Supplemental Indenture a valid
agreement of the Company, and to make the Maricopa Notes, when executed by the
Company and authenticated and delivered by the Trustee, the valid obligations of
the Company, have been done.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the acceptance of the
Maricopa Notes by the corresponding Refunding Bond Trustee as collateral
security for the related series of Refunding Bonds, and for the purpose of
setting forth, as provided in the Indenture, the form and substance of the
Maricopa Notes and the terms, provisions, and conditions thereof, it is mutually
agreed, for the equal and proportionate benefit of all Holders of the Maricopa
Notes, as follows:
2
ARTICLE ONE
GENERAL TERMS AND CONDITIONS OF
THE MARICOPA NOTES
SECTION 1.01. There shall be and are hereby authorized three series of
Maricopa Notes designated as follows:
1. "5.75% Notes, Series M-1992-A, Due November 1, 2022," limited in
aggregate principal amount to $37,300,000;
2. "6-3/8% Notes, Series M-1993-A, Due August 15, 2023," limited in
aggregate principal amount to $36,000,000;
3. "6.30% Notes, Series M-1996-A, Due December 1, 2026," limited in
aggregate principal amount to $23,000,000.
The aggregate principal amount of each series of Maricopa Notes to be
authenticated and delivered shall be the aggregate principal amount set forth
under the column entitled "Principal Amount" in Exhibit A hereto. Subject to the
provisions of Section 1.03 below, the Maricopa Notes shall bear no interest
until an Initial Interest Accrual Date, if any, has been determined in
accordance with Section 1.03 below. The Maricopa Notes shall mature and the
principal thereof shall be due and payable together with all accrued and unpaid
interest thereon on their respective Stated Maturities set forth under the
column entitled "Stated Maturity of Principal" in Exhibit A hereto, and shall be
issued in the form of registered Maricopa Notes without coupons. Each of the
Maricopa Notes shall be dated as of the date of its authentication.
SECTION 1.02. The Maricopa Notes shall be issued to and registered in
the name of the Refunding Bond Trustee under the applicable Indenture of Trust
and shall be non-transferable, except as may be required to effect transfer to
any successor trustee to the Refunding Bond Trustee under such Indenture of
Trust. Principal of, and premium, if any, and interest on the Maricopa Notes
will be payable at the office or agency of the Company in The City and State of
New York. The Maricopa Notes shall be deemed fully paid, and the obligation of
the Company thereunder shall be terminated, to the extent and in the manner
provided in Section 1.05.
SECTION 1.03. Each of the three series of Maricopa Notes has been
issued to the corresponding Refunding Bond Trustee to secure the obligations of
the Company under the related Loan Agreement to repay the respective Loan in an
amount equal to the respective Required Amounts.
In the event of failure by the Company to make any payment of any
Required Amount when and as required by the Company under any of the Loan
Agreements, the related series of Maricopa Notes shall bear interest at the
annual rate applicable to such series as set forth under the column entitled
"Interest Rate" in Exhibit A hereto from the last day to which interest on the
3
corresponding series of Refunding Bonds has been paid in full prior to the
failure of the Company to pay such Required Amount (such date being herein
defined as the "Initial Interest Accrual Date"), and interest at such rate shall
be payable on the date due with respect to such Refunding Bonds, commencing on
the first Interest Payment Date applicable to such series set forth in the
column entitled "Interest Payment Date" in Exhibit A hereto ("Interest Payment
Date") following the Initial Interest Accrual Date.
The Trustee may conclusively presume that no payments with respect to
interest on the Maricopa Notes are due unless and until the Trustee shall have
received a written certificate from the applicable Refunding Bond Trustee,
signed by an authorized officer of such Refunding Bond Trustee or such successor
trustee, certifying that the Company has failed to make a payment of any
Required Amount when and as required to be made by it under the any of the three
Loan Agreements and specifying such Required Amount, the interest rate, the
Initial Interest Accrual Date, the Interest Payment Date and such other matters,
if any, as shall be pertinent to the payment of interest on the applicable
series of Maricopa Notes. The Trustee may rely and shall be fully protected in
acting upon any such certificate and shall have no duty with respect to the
terms specified in any such certificate other than to make it available for
inspection by the Company.
SECTION 1.04. The Maricopa Notes shall be redeemed, in whole or in
part, at the principal amount thereof plus any premium and any accrued interest
from the Initial Interest Accrual Date to the redemption date, if the Refunding
Bond Trustee notifies the Trustee in writing that Refunding Bonds are subject to
redemption as provided in Section 3.02 of the Indentures of Trust. Any such
notice must be received by the Trustee no later than five days (unless a shorter
period of time is acceptable to the Trustee) prior to any redemption date fixed
for the Refunding Bonds to be redeemed and shall specify the principal amount of
such Refunding Bonds anticipated as of the date of such notice to be redeemed,
the redemption date, the redemption premium, if any, and the amount of accrued
interest anticipated to be paid thereon. In the event such notice is given to
the Trustee as hereinabove provided, the redemption date of the applicable
series of Maricopa Notes shall be the date on which the corresponding series of
Refunding Bonds are to be redeemed, and on such date the said Maricopa Notes
shall be redeemed in the same principal amount as the corresponding series of
Refunding Bonds in fact redeemed, pursuant to Section 3.01 of the Indentures of
Trust. The Company shall deposit in trust with the Trustee on the redemption
date an amount of money sufficient to pay the principal amount, plus any premium
and accrued interest, if any, to the date fixed for redemption on the Maricopa
Notes to be redeemed (the "Redemption Price"). Upon presentation to the Trustee
of any of the Maricopa Notes by a Refunding Bond Trustee for payment of the
Redemption Price, such Maricopa Notes so presented shall be redeemed and paid in
full. However, if, in lieu of presenting the Maricopa Notes due for redemption,
the Refunding Bond Trustee shall deliver such Maricopa Notes to the Trustee for
cancellation, then and in that event, subject to Section 1.05, such of the
Maricopa Notes so presented for cancellation shall be deemed fully paid, and if
any moneys shall have been deposited with the Trustee for such redemption, then
such moneys shall be paid over to the Company, and the Maricopa Notes so
surrendered shall be canceled in accordance with Section 1.05.
4
SECTION 1.05. Upon surrender by a Refunding Bond Trustee or the Company
to the Trustee hereunder of any of the Maricopa Notes for cancellation, such
notes shall be canceled by the Trustee and delivered to the Company and shall be
deemed fully paid and the obligations of the Company thereunder terminated.
SECTION 1.06. The Maricopa Notes shall be defeasible pursuant to
Section 13.02 and Section 13.03 of the Indenture.
ARTICLE TWO
FORM OF MARICOPA NOTES
SECTION 2.01. The Maricopa Notes and the Trustee's certificate of
authentication to be endorsed thereon are to be substantially in the following
form:
Pursuant to Section 1.02 of the Second Supplemental Indenture dated as
of March 11, 1998, supplemental to the Indenture, dated as of March 11, 1998,
between Public Service Company of New Mexico and The Chase Manhattan Bank, as
Trustee, this Note is nontransferable, except as may be required to effect
transfer to any successor trustee to the Refunding Bond Trustee (as defined
herein).
PUBLIC SERVICE COMPANY OF NEW MEXICO
____% Notes, Series ____, Due ________________
No. $
------------ ------------
PUBLIC SERVICE COMPANY OF NEW MEXICO, a corporation organized and
existing under the laws of the State of New Mexico (herein called the "Company"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to First Security Bank
of New Mexico, N.A., as Trustee under the Indenture of Trust (as defined herein)
on [ * ](unless this Note shall have been called for previous redemption and
provision made for the payment of the redemption price thereof), the principal
sum of $[ *] and to pay interest thereon from the Initial Interest Accrual Date
(as defined herein) to the date of payment of this Note at the rate of [ * ]%
per annum payable on the first Interest Payment Date of [ * ]and [ * ] following
the Initial Interest Accrual Date.
Payment of the principal of and premium, if any, and any such interest
on this Note 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.
----------
*Insert as appropriate for each series of Maricopa Notes, the designation,
principal amount, Interest Rate, Stated Maturities of Principal and Interest,
Interest Payment Dates, and other particulars specified in Exhibit A hereto with
respect to such series.
5
This Note is one of a duly authorized issue of senior notes of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under an Indenture, dated as of March 11, 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 Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered, to all of which
the Holder, by accepting this Note, assents. This Note is one of the series
designated on the face hereof, limited in aggregate principal amount to $[ * ].
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 Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of a majority in principal amount of the Notes 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 Notes of each series at the time Outstanding, on behalf of the Holders of
all Notes of such series, to waive compliance by the Company with certain
provisions of the Indenture and to waive certain past defaults under the
Indenture and their consequences, provided, however, that if any such past
default affects more than one series of Notes, the Holders of a majority in
aggregate principal amount of the Outstanding Notes of all such series,
considered as one class, shall have the right to waive such past default, and
not the Holders of the Notes of any one such series. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.
As provided in and subject to the provisions of the Indenture, the
Holder of this Note 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
Notes of this series, the Holders of not less than a majority in aggregate
principal amount of the Notes of all series at the time Outstanding in respect
of which an Event of Default shall have occurred and be continuing, considered
as one class, 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 Notes of all series at the time
Outstanding in respect of which an Event of Default shall have occurred and be
continuing, considered as one class, 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 Note for the enforcement of
any payment of principal hereof or interest hereon on or after the respective
due dates expressed herein.
6
No reference herein to the Indenture and no provision of this Note 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 Note at the times, place and rate, and in the coin or currency, herein
prescribed.
The Notes of this series have been issued to First Security Bank of New
Mexico, N.A., Albuquerque, New Mexico, as trustee (the "Refunding Bond
Trustee"), under the Loan Agreement dated as of [ * ]between Maricopa County,
Arizona Pollution Control Corporation (the "Authority") and the Company as
supplemented by the First Supplement to Loan Agreement dated as of March 11,
1998 between the Authority and the Company as collateral security for the
payment of the principal of, premium, if any, and interest due (the "Required
Amounts") on the Pollution Control Revenue Refunding Bonds, 199[*] Series [ * ]
(Public Service Company of New Mexico Palo Verde Project), issued by the
Authority under the Indenture of Trust (the "Refunding Bonds").
In the event of failure by the Company to make any payment of any
Required Amount when and as required to be made by it under the Loan Agreement,
this Note shall bear interest from the last date to which interest on such
Refunding Bonds has been paid in full prior to the failure of the Company to pay
such Required Amount (such date being herein defined as the "Initial Interest
Accrual Date"), at the rate of [ * ]% per annum payable on the [first]
[fifteenth] day of [ * ] and the [first] [fifteenth] day of [ * ] of each year,
commencing on the first Interest Payment Date following the Initial Interest
Accrual Date.
The Trustee may conclusively presume that no payments with respect to
interest on the Notes of this series are due unless and until the Trustee shall
have received a written certificate from the Refunding Bond Trustee or successor
trustee under the Indenture of Trust and Pledge dated as of [ * ] between the
Authority and the Refunding Bond Trustee as supplemented by Supplemental
Indenture of Trust and Pledge dated as of March 11, 1998 (the "Indenture of
Trust"), signed by an authorized officer of the Refunding Bond Trustee or such
successor trustee, certifying that the Company has failed to make a payment of
any Required Amount when and as required to be made by it under the Loan
Agreement and specifying such Required Amount, the Initial Interest Accrual Date
and such other matters, if any, as shall be pertinent to the payment of interest
on the Notes of this series. The Trustee may rely and shall be fully protected
in acting upon any such certificate and shall have no duty with respect to the
matters specified in any such certificate other than to make it available for
inspection by the Company.
Upon the surrender for cancellation, at any time or from time to time,
of Notes of this series by the Refunding Bond Trustee, successor trustee under
the Indenture of Trust, or the Company to the Trustee, the Notes so surrendered
shall be deemed fully paid and the obligations of the Company thereunder shall
be terminated, and such Notes shall be canceled by the Trustee and delivered to
the Company.
7
This Note is nontransferable except to effect transfer to any successor
trustee to the Refunding Bond Trustee, any such transfer to be made as provided
in the Indenture and subject to certain limitations therein set forth by, the
registration of transfer of this Note in the Note Register, upon surrender of
this Note 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 Note are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Note Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of this series and of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the successor
Refunding Bond Trustee.
If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal of the Notes and this Series may be declared
due and payable in the manner and with the effect provided in the Indenture.
No recourse shall be had for the payment of the principal of or
premium, if any, or interest, if any, on any Notes, or any part thereof, or for
any claim based thereon or otherwise in respect thereof, or of the indebtedness
represented thereby, or upon any obligation, covenant or agreement under this
Indenture, against any incorporator, stockholder, employee, officer or director,
as such, past, present or future of the Company or of any predecessor or
successor corporation (either directly or through the Company or a predecessor
or successor corporation), whether by virtue of any constitutional provision,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly agreed and understood that this Indenture and all
Notes are solely corporate obligations, and that no personal liability
whatsoever shall attach to, or be incurred by, any incorporator, stockholder,
employee, officer or director, past, present or future, of the Company or of any
predecessor or successor corporation, because of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture or in any of the Notes or to be implied
herefrom or therefrom, and that any such personal liability is hereby expressly
waived and released as a condition of, and as part of the consideration for, the
execution of this Indenture and the issuance of the Notes.
The Notes 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,
Notes of this series are exchangeable for a like aggregate principal amount of
Notes 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.
8
Prior to due presentment of this Note 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 Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Notes of this series shall be redeemable as provided in the Second
Supplemental Indenture, dated as of March 11, 1998, supplemental to the
Indenture.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to below by manual signature, this Note 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.
Dated:
------------------------
PUBLIC SERVICE COMPANY OF
NEW MEXICO
By
------------------------------
[TITLE]
Attest:
------------------
CERTIFICATION OF AUTHENTICATION
-------------------------------
This is one of the Notes of the series designated therein
referred to in the within-mentioned Indenture.
Dated:
------------------------
THE CHASE MANHATTAN BANK, as Trustee
By
------------------------------
Authorized Officer
9
ARTICLE THREE
ORIGINAL ISSUE OF MARICOPA NOTES
SECTION 3.01. The Maricopa Notes of the three series set forth in the
column entitled "Series of Maricopa Notes" in the respective principal amounts
thereof set forth under the column entitled "Principal Amount" in Exhibit A
hereto may, upon execution of this Second Supplemental Indenture, or from time
to time thereafter, be executed on behalf of the Company by any officer or
employee authorized to do so by a Board Resolution, under its corporate seal
affixed thereto or reproduced thereon attested by its Secretary or by one of its
Assistant Secretaries and delivered to the Trustee for authentication, and the
Trustee shall thereupon authenticate and deliver said Maricopa Notes in
accordance with a Company Order delivered to the Trustee by the Company.
ARTICLE FOUR
PAYING AGENT AND REGISTRAR
SECTION 4.01. The Chase Manhattan Bank will be the Paying Agent and
Note Registrar for the Maricopa Notes.
ARTICLE FIVE
SUNDRY PROVISIONS
SECTION 5.01. The Company hereby covenants that so long as any of the
Maricopa Notes shall remain outstanding, the Company shall deliver to the
Trustee as soon as available copies (certified by an officer or employee of the
Company to be true) of the Indentures of Trust, the First Supplemental Loan
Agreements, the Loan Agreements and copies of any supplements, amendments or
replacements thereto, together with such other documents and instruments as the
Trustee may reasonably request from time to time in connection with the
transactions contemplated hereby. The Trustee shall have no duty to examine or
take any other action with respect to any such documents or instruments so
received by it, other than to retain in its files any of same which it so
receives and to make same available for inspection during normal business hours
by any owner of the Maricopa Notes.
SECTION 5.02. Except as otherwise expressly provided in this Second
Supplemental Indenture or in the form of Maricopa Notes or otherwise clearly
required by the context hereof or thereof, all terms used herein or in said form
of the Maricopa Notes that are defined in the Indenture shall have the several
meanings respectively assigned to them thereby.
10
SECTION 5.03. The Indenture, as supplemented by this Second
Supplemental Indenture, is in all respects ratified and confirmed, and this
Second Supplemental Indenture shall be deemed part of the Indenture in the
manner and to the extent herein and therein provided.
SECTION 5.04. 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, 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 Second 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 VI of the Indenture shall
apply to and form part of this Second 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 Second
Supplemental Indenture.
To the extent permitted by Section 6.01 of the Indenture, and without
limitation of Section 6.03 of the Indenture, the Trustee may rely and
shall be protected in acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness,
or other paper or document (including, without limitation, the
Indentures of Trust, the Loan Agreements, the First Supplemental Loan
Agreements, or any notice, certificate, or other document provided for
in the Indentures of Trust, the Loan Agreements, the First Supplemental
Loan Agreements, or this Second Supplemental Indenture) believed by the
Trustee to be genuine and to have been signed or presented by the
proper party or parties.
SECTION 5.05. 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.
11
IN WITNESS WHEREOF, the parties hereto have caused this Second
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.
PUBLIC SERVICE COMPANY OF
NEW MEXICO
By:
-----------------------------
X.X. Xxxxxx
Senior Vice President and
Chief Financial Officer
Attest:
-----------------------------
Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By:
-----------------------------
X.X. Xxxxx
Vice President
Attest:
-----------------------------
Senior Trust Officer
12
STATE OF NEW MEXICO )
) ss.:
COUNTY OF BERNALILLO )
On the ____ day of March, 1998 before me personally came X.X. Xxxxxx,
to me known, who, being by me duly sworn, did depose and say that he is Senior
Vice President and Chief Financial Officer of Public Service Company of New
Mexico, 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.
---------------------------
Notary Public
My Commission Expires:
---------------------------
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 11th day of March, 1998, before me personally came X.X. Xxxxx,
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.
---------------------------
Notary Public
13
EXHIBIT A - DESCRIPTION OF 3 SERIES OF MARICOPA NOTES
Loan Agreement
Interest and First
Pollution Control Series of Principal Stated Maturity Interest Payment Indenture of Supplemental
Revenue Refunding Bonds Maricopa Notes Amount of Principal Rate Dates Trust Loan Agreements
----------------------- -------------- --------- --------------- -------- -------- ------------ ---------------
1. $37,300,000 Maricopa 5.75% Notes, $37,300,000 November 1, 2022 5.75% May 1 Indenture of Trust Loan Agreement
County, Arizona Series M-1992-A, November 1 and Pledge dated dated as of
Pollution Control Due November 1, as of November 1, November 1,
Corporation, Pollution 2022 1992 between the 1992 between
Control Revenue Authority and the the Authority
Refunding Bonds, 5.75% Refunding Bond and the Com-
1992 Series A (Public Trustee as pany as sup-
Service Company of supplemented by plemental by
New Mexico Palo Verde Supplemental the First
Project). Indenture of Trust Supplement to
and Pledge dated Loan Agree-
as of March 11, ment as of
1998 March 11,
1998
2. $36,000,000 Maricopa 6 3/8% Notes, $36,000,000 August 15, 2023 6-3/8% February 15 Indenture of Trust Loan Agreement
County, Arizona Series M-1993-A, August 15 and Pledge dated dated as of
Pollution Control Due August 15, as of August 15, August 15, 1993
Corporation, 6 3/8% 2023 1993 between the between the
Pollution Control Authority and the Authority and
Revenue Bonds, 1993 Refunding Bond the Company as
Series A (Public Trustee as supplemented
Service Company of supplemented by by the First
New Mexico Palo Verde Supplemental Supplement to
Project). Indenture of Trust Loan Agreement
and Pledge dated dated as of
as of March 11, March 11, 1998
1998
3. $23,000,000 Maricopa 6.30% Notes, $23,000,000 December 1, 2026 6.30% June 1 Indenture of Trust Loan Agreement
County, Arizona Series M-1996-A, December 1 and Pledge dated dated as of
Pollution Control Due December 1, as of December 1, December 1,
Corportion, 6.30% 2026 1996 between the 1996 between
Pollution Control Authority and the the Authority
Revenue Refunding Refunding Bond and the Company
Bonds, 1996 Series A Trustee as as supplemented
(Public Service supplemented by by the First
Company of New Supplemental Supplement to
Mexico Palo Verde Indenture of Trust Loan Agreement
Project) and Pledge dated dated as of
as of March 11, March 11, 1998
1998
Capitalized terms used and not otherwise defined in this Exhibit A shall have the meaning given them in the Second Supplemental
Indenture, of which this Exhibit A forms a part.
