Exhibit






EXHIBIT 10.01-02
AMENDMENT NO. 2 OF
ARIZONA NUCLEAR POWER PROJECT
PARTICIPATION AGREEMENT




		
	PARTIES:
	ARIZONA PUBLIC SERVICE COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Arizona, hereinafter referred to as "Arizona", SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an agricultural improvement district organized and existing under and by virtue of the laws of the State of Arizona, hereinafter referred to as "Salt River Project", SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized and existing under and by virtue of the laws of the State of California, hereinafter referred to as "Edison", PUBLIC SERVICE COMPANY OF NEW MEXICO, a corporation organized and existing under and by virtue of the laws of the State of New Mexico, hereinafter referred to as "PNM", EL PASO ELECTRIC COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Texas, hereinafter referred to as "El Paso", and ARIZONA ELECTRIC POWER COOPERATIVE, INC., a corporation organized and existing under and by virtue of the laws of the State of Arizona, hereinafter referred to as "AEPCO".




		
	DATED:
	As of August 28, 1975.




WHEREAS, Arizona, Salt River Project, Tucson Gas and Electric Company ("Tucson"), PNM and El Paso entered into a certain agreement entitled Arizona Nuclear Power Project Participation Agreement, dated as of August 23, 1973 (the "Participation Agreement");


WHEREAS, Amendment No 1 of the Participation Agreement amended the Participation Agreement to reflect, among other things, the assignment and transfer to AEPCO by Arizona, Salt River Project and Tucson, collectively, of an undivided 2.4% interest in Palo Verde Nuclear Generating Station ("Palo Verde Station") and in the Project Agreement and a 2.4% Generation Entitlement Share under the Participation Agreement;


WHEREAS, pursuant to the Tucson-Edison Palo Verde Station Assignment Agreement, dated August 28, 1975, by and between Tucson and Edison (the "Assignment Agreement"), Tucson, pursuant to Section 15.3 of the Participation Agreement, assigned and transferred to Edison its undivided 15.4;








	
			
	STATE OF TEXAS
	)
	 

	 
	)
	 ss.

	County of El Paso
	)
	 






On this 24th day of May, 1976, before me, the undersigned Notary Public, personally appeared R.E. York and R. G. Crocker who acknowledged themselves to be the Vice President and Secretary of EL PASO ELECTRIC COMPANY, a Texas corporation, and that they as such officers, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the company by themselves as such  Vice President and Secretary.


IN WITNESS WHEREOF, I hereunto set my hand and official seal.




                
	
	
	/s/Harry A. Hampson

	Notary Public




            
My Commission Expires:


HARRY A. HAMPSON, Notary Public
In and for the County of El Paso, Texas
My Commission Expires June 1, 1977


	
			
	STATE OF ARIZONA
	)
	 

	 
	)
	 ss.

	County of Cochise
	)
	 








On this 11th day of May, 1976, before me, the undersigned Notary Public, personally appeared J.A. Kartchner and Dexter M. Smith who acknowledged themselves to be the President and General Manager of ARIZONA ELECTRIC POWER COOPERATIVE, INC., an Arizona corporation, and that they as such officers, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the company by themselves as such  President and General Manager.


IN WITNESS WHEREOF, I hereunto set my hand and official seal.
                	
	
	/s/Ruth J. Hernandez

	Notary Public



        
My Commission Expires:


April  , 1980        









	
			
	STATE OF ARIZONA
	)
	 

	 
	)
	 ss.

	County of Maricopa
	)
	 






On this 12th day of April, 1976, before me, the undersigned Notary Public, personally appeared THOMAS G. WOODS, JR. and GERALD J. GRIFFIN  who acknowledged themselves to be the Vice President and Assistant Secretary of ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation, and that they as such officers, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the company by themselves as such  Vice President and Assistant Secretary.


IN WITNESS WHEREOF, I hereunto set my hand and official seal.


	
	
	/s/Sylvia E. Nie

	Notary Public




            
My Commission Expires:


September 9, 1978    




	
			
	STATE OF ARIZONA
	)
	 

	 
	)
	 ss.

	County of Maricopa
	)
	 






On this 19th day of April, 1976, before me, the undersigned Notary Public, personally appeared JOHN R. LASSEN and PAUL D. RICE who acknowledged themselves to be the Vice President and Secretary of SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an Arizona agricultural improvement district, and that they as such officers, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the company by themselves as such  Vice President and Secretary.


IN WITNESS WHEREOF, I hereunto set my hand and official seal.


	
	
	/s/Dona Smith

	Notary Public






                
My Commission Expires:


May 3, 1979        








Interest in Palo Verde Station and in the Project Agreements and Tucson's 15.4% Generation Entitlement Share under the Participation Agreement, as amended by Amendment No. 1, and Edison, pursuant to Section 15.5 of the Participation Agreement, has accepted said assignment and transfer and has become and assumed the status and obligations of a Participant in the Palo Verde Station to the extent of Tucson's interest therein; and


WHEREAS, pursuant to a resolution adopted unanimously on or about March 5, 1975, the Administrative Committee approved the recommendation of the Project Manager to change the Scheduled Dates of Firm Operation for Palo Verde Station, Units 1, 2 and 3, and authorized and directed the Project Manager to revise the Construction Schedule accordingly;


NOW, THEREFORE, in consideration of the premises and of the covenants and conditions set forth in the Participation Agreement, as amended by Amendment No. 1, the parties hereto agree as follows:


1.    In order to reflect the assignment by Tucson to Edison as aforesaid, the Participation Agreement, as amended by Amendment No. 1, is hereby amended as follows:


1.1    Section 3.28 of the Participation Agreement, as amended, is hereby amended to read as follows:


"3.28    Generation Entitlement Share:  The percentage entitlement of each Participant to the Net Energy Generation and to the Available Generating Capability.  Each Participant's percentage entitlement is as follows:


    	
				
	3.28.1
	Arizona
	=
	28.1 percent

	3.28.2
	Salt River Project
	=
	28.1 percent

	3.28.3
	Edison
	=
	15.4 percent

	3.28.4
	PNM
	=
	10.2 percent

	3.28.5
	El Paso
	=
	15.8 percent



	3.28.6
	AEPCO
	=
	2.4 percent






1.2      Section 38.1.3 of the Participant Agreement is hereby amended to read as follows:


"38.1.3            Southern California Edison Company
c/o Secretary
P.O. Box 800
2244 Walnut Grove Avenue
Rosemead, California  91770"
            




-2-







1.3    All references to Tucson in the Participation 
Agreement, as amended, including all rights, obligations and interests of Tucson thereunder, shall be deemed to be references to, and rights, obligations and interests of Edison.


2.    In order to reflect the resolution adopted by the Administrative Committee on or about March 5, 1975, Appendix C – Construction Schedule attached to the Participation Agreement is hereby replaced with Appendix C (Revised) – Construction Schedule attached hereto.


3.    The Participation Agreement, as amended by Amendment No. 1 and this Amendment No. 2, shall remain in full force and effect.


WHEREFORE, the parties have executed this Amendment No. 2 as of the date first set forth above.  


            
	
		
	 
	ARIZONA PUBLIC SERVICE COMPANY



	ATTEST:


	By     /s/Thomas G. Woods, Jr.



	/s/Gerald J. Griffin
	                    Vice President

	Assistant Secretary


	 

	 
	SALT RIVER PROJECT AGRICULTURAL



	 
	IMPROVEMENT AND POWER DISTRICT



	ATTEST AND COUNTERSIGN:
	By    /s/John R. Lassen    



	/s/Paul D. Rice
	Vice President

	Secretary
	 

	 
	SOUTHERN CALIFORNIA EDISON

	COMPANY
	 

	ATTEST:
	By               /s/J. T. Head, Jr.    



	/s/R. D. Gorman
	Vice President

	Assistant Secretary
	 

	 
	PUBLIC SERVICE COMPANY OF

	 
	NEW MEXICO

	ATTEST:
	By                /s/C. D. Belford

	/s/Bernice B. Lopez
	Vice President

	Assistant Secretary
	 






-3-





	
		
	 
	EL PASO ELECTRIC COMPANY

	ATTEST:
	By           /s/R. E. York

	/s/R. G. Crocker
	Vice President

	Secretary
	 

	 
	ARIZONA ELECTRIC POWER

	 
	COOPERATIVE INC.



	 
	 

	ATTEST:
	By           /s/J. A. Kartchner

	/s/Dexter M. Smith
	President

	General Manager
	 








-4-






	
			
	STATE OF CALIFORNIA
	)
	 

	 
	)
	 ss.

	County of Los Angeles
	)
	 






On this 7th day of May, 1976, before me, the undersigned Notary Public, personally appeared J. T. HEAD, JR. and R. D. Gorman who acknowledged themselves to be the Vice President and Assistant Secretary of SOUTHERN CALIFORNIA EDISON COMPANY, an California corporation, and that they as such officers, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the company by themselves as such  Vice President and Assistant Secretary.


IN WITNESS WHEREOF, I hereunto set my hand and official seal.
                
	
	
	/s/Dona Mary Wilcomb

	Notary Public




My Commission Expires:


June 18, 1977




	
			
	STATE OF NEW MEXICO
	)
	 

	 
	)
	 ss.

	County of Bernalillo
	)
	 






On this 7th day of May, 1976, before me, the undersigned Notary Public, personally appeared C. D. Belford and Bernice B. Lopez who acknowledged themselves to be the Vice President and Assistant Secretary of PUBLIC SERVICE COMPANY OF NEW MEXICO, a New Mexico corporation, and that they as such officers, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the company by themselves as such Vice President and Assistant Secretary.


IN WITNESS WHEREOF, I hereunto set my hand and official seal.


	
	
	/s/Wilma L. Rock

	Notary Public




                
My Commission Expires:


March 4, 1979    












APPENDIX C (REVISED)
CONSTRUCTION SCHEDULE
ARIZONA NUCLEAR POWER PROJECT


	
				
	Milestone
	Unit 1
	Unit 2
	Unit 3

	Selection of siting and environmental
   consultants and initiation of
   siting and environmental studies
	6/29/72
	6/29/72
	6/29/72

	Contract with engineer-constructor
	1/15/73
	1/15/73
	1/15/73

	Invitation for bids for supply of
   nuclear steam supply systems
	2/27/73
	2/27/73
	2/27/73

	Contract for wastewater effluent
	4/23/73
	4/23/73
	4/23/73

	Nuclear plant site selection
	9/1/73
	9/1/73
	9/1/73

	Contracts for nuclear steam supply
   systems and initial supply of
   Nuclear Fuel
	8/20/73
	8/20/73
	8/20/73

	Begin preliminary engineering
	8/20/73
	8/20/73
	8/20/73

	Contract for supply of turbine-
   generators
	3/21/74
	3/21/74
	3/21/74

	Submit applications to USAEC for
   construction permits
	7/11/74
	7/11/74
	7/11/74

	Submit applications to the Arizona
   Power Plant and Transmission Line
   Siting Committee for a Certificate
   of Environmental Compatibility
	10/28/75
	10/28/75
	10/28/75

	Obtain all authorizations required
   to commence construction and begin
   final design and engineering
	5/1/76
	5/1/76
	5/1/76

	Complete final design and engineering
   and submit applications to USNRC
   for operating licenses
	11/1/78
	11/1/78
	11/1/78

	Issuance of operating license and
   begin loading and start-up testing
	11/1/81
	11/1/83
	11/1/85

	Scheduled Date of Commercial
   Operation
	5/1/82
	5/1/84
	5/1/86