Amendment #12, dated February 3, 2000, to Exhibit 10.04



 
EXHIBIT
10.04-02 
 
FOUR CORNERS PROJECT

 
OPERATING AGREEMENT 
 
AMENDMENT NO. 12 
 
AMONG 
 
ARIZONA PUBLIC SERVICE COMPANY 
 
EL PASO ELECTRIC COMPANY 
 
PUBLIC SERVICE COMPANY OF NEW MEXICO 
 
SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER
DISTRICT 
 
SOUTHERN CALIFORNIA EDISON
COMPANY 
 
TUCSON ELECTRIC POWER COMPANY

 
Executed Original 
 
February 3, 2000 
 









 
FOUR CORNERS
PROJECT 
 
OPERATING AGREEMENT

 
AMENDMENT NO. 12 
 

	1	 	PARTIES: 

 
The parties to this Amendment No. 12 to the Four Corners Project Operating Agreement are: ARIZONA PUBLIC SERVICE COMPANY, an Arizona
corporation (hereinafter referred to as “Arizona”); EL PASO ELECTRIC COMPANY, a Texas corporation (hereinafter referred to as “El Paso”); PUBLIC SERVICE COMPANY OF NEW MEXICO, a New Mexico corporation (hereinafter referred to as
“New Mexico”); SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an agricultural improvement district, organized and existing under the laws of the State of Arizona (hereinafter referred to as “Salt River Project”);
SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation (hereinafter referred to as “Edison”); and TUCSON ELECTRIC POWER COMPANY, an Arizona corporation, formerly known as Tucson Gas & Electric Company (hereinafter referred to as
“Tucson”), (collectively hereinafter referred to as the “Participants”). 
 

	2	 	RECITALS: 

 
This Amendment No. 12 is made with reference to the following facts, among others: 
 

	 	2.1	 	As of May 15, 1969, the Participants entered into the Four Corners Project Operating Agreement, which has since been amended by Amendment Nos. 1 through 10 (as so
amended hereinafter referred to as the “Operating Agreement”). 

 









 

	 	2.2	 	The Participants wish to amend the Operating Agreement in order to: 

 

	 	2.2.1	 	Revise Sections 5.56, 7.3, 8.1 and 8.3, and 9.1 and 9.3 to allow Participants to vote only on actions involving that portion of the Four Corners Project in which
such Participants have an ownership interest; and 

 

	 	2.2.2	 	Revise Section 27 to permit the Coordination Committee to appoint a switchyard operating agent to assume the duties of the Operating Agent with respect to the
Switchyard Facilities. 

 

	3	 	AGREEMENT: 

 
In consideration of the mutual benefits to be derived from this Amendment No. 12, the Participants agree as follows: 
 

	4	 	EFFECTIVE DATE: 

 
This Amendment No. 12 shall be effective upon the date when executed by all of the Participants. 
 

	5	 	DEFINITIONS 

 
Section 5.56 of the Operating Agreement is amended to read as follows: 
 

	 	5.56	 	PARTICIPANT(S) 

 
One or more entities, including Arizona, El Paso, New Mexico, Salt River Project, Edison and Tucson, with an ownership interest in the
Four Corners Project. Except with respect to any rights, benefits, duties, or obligations expressly provided for in any Project Agreement, a Participant’s rights, benefits, duties, and obligations under this Agreement are expressly limited to
those rights, benefits, 
 
 

-2- 








 
duties, and
obligations involving that portion of the Four Corners Project in which the Participant has an ownership interest. 
 

	6	 	COORDINATION COMMITTEE: 

 
Section 7.3 of the Operating Agreement is amended to read as follows: 
 

	 	7.3	 	The Coordination Committee shall have no authority to modify any provisions of the Project Agreements. Any action or determination of the Coordination Committee
shall require an affirmative vote of all Participants, acting through their respective representatives, having an ownership interest in that portion of the Four Corners Project that is the subject matter of the action or determination. Only those
Participants having an ownership interest in the portion of the Four Corners Project that is the subject matter of an action or determination may participate in the discussions relating to such action or determination; provided, however, that this
restriction shall apply only when required by a regulatory authority with jurisdiction over the Participant(s), an applicable code of conduct, or a Participant’s reasonable competitive concerns. 

 

	7	 	ENGINEERING AND OPERATING COMMITTEE: 

 
Sections 8.1 and 8.3 of the Operating Agreement are amended to read as follows: 
 

	 	8.1	 	The Engineering and Operating Committee, established in accordance with Section 21.2 of the Construction Agreement, shall be and remain in existence during the term
of this Operating Agreement; provided, however, that any action or determination of the Engineering and Operating Committee shall require an affirmative vote of all Participants, acting through their respective representatives,


 
 

-3- 








 
that have an
ownership interest in that portion of the Four Corners Project that is the subject matter of the action or determination. Only those Participants having an ownership interest in that portion of the Four Corners Project that is the subject matter of
an action or determination may participate in the discussions relating to such action or determination; provided, however, that this restriction shall apply only when required by a regulatory authority with jurisdiction over the Participant(s), an
applicable code of conduct, or a Participant’s reasonable competitive concerns. 
 

	 	8.3	 	The Engineering and Operating Committee shall have no authority to modify any of the provisions of this Operating Agreement. 

 

	8	 	AUDITING COMMITTEE 

 
Sections 9.1 and 9.3 of the Operating Agreement are amended to read as follows: 
 

	 	9.1	 	The Auditing Committee, established in accordance with Section 21.7 of the Construction Agreement, shall be and remain in existence during the term of this Operating
Agreement; provided, however, that any action or determination of the Auditing Committee shall require an affirmative vote of all Participants, acting through their respective representatives, that have an ownership interest in that portion of the
Four Corners Project that is the subject matter of the action or determination. Only those Participants having an ownership interest in that portion of the Four Corners Project that is the subject matter of an action or determination may participate
in the discussions relating to such action or determination; provided, however, that this restriction shall apply only when required by a 

 
 

-4- 








 
regulatory
authority with jurisdiction over the Participant(s), an applicable code of conduct, or a Participant’s reasonable competitive concerns. 
 
9.3 The Auditing Committee shall have no authority to modify any of the provisions of this Operating Agreement.

 

	9	 	REMOVAL OF OPERATING AGENT: 

 
Section 27.3 of the Operating Agreement shall be renumbered Section 27.4 and a new Section 27.3 is inserted to read as follows:

 
If the Coordination Committee determines that
Units 4 and 5, the Common Facilities, and Related Facilities should be operated separately from the Switchyard Facilities, the Coordination Committee may appoint a switchyard operating agent to maintain and operate the Switchyard Facilities, in
which event the Coordination Committee shall determine which of the duties and responsibilities of the Operating Agent described in Section 6, pertaining to the Switchyard Facilities, shall become the responsibility of the switchyard operating
agent, and the Operating Agent shall be relieved of those duties and responsibilities. Such a division of operating and maintenance responsibilities shall be memorialized in a Four Corners switchyard facilities operating agreement among those
Participants owning undivided interests in the Switchyard Facilities. 
 

	10	 	EXECUTION BY COUNTERPARTS: 

 
This Amendment No. 12 may be executed in any number of counterparts, and upon execution by all Participants, the counterparts shall have
the same force and effect as an original instrument and as if all Participants had signed the same instrument. Any signature page of this Amendment No. 12 may be detached from any counterpart of this Amendment No. 12 
 
 

-5- 








 
without
impairing the legal effect of any signature thereon, and may be attached to another counterpart of this Amendment No. 12 identical in form hereto but having attached to it one or more signature pages. 
 

	11	 	EFFECT OF AMENDMENTS: 

 
Except as specifically amended herein, this Operating Agreement, as previously amended, shall remain in full force and effect.

 

	12	 	SIGNATURE CLAUSE: 

 
The signatories hereto represent that they have been appropriately authorized to enter into this Amendment No. 12 on behalf of the
Participant for whom they sign. This Amendment No. 12 is hereby executed as of this 3rd day of February, 2000. 
 

	 ARIZONA PUBLIC SERVICE COMPANY

	
	 By
	 	 /s/  John Denman         


	 Its
	 	 Vice President Fossil

  




	 EL PASO ELECTRIC COMPANY

	
	 By
	 	 /s/   John C. Horne    


	 Its
	 	 Vice President – Generation




 

-6- 








 

	 	 	 	 	 PUBLIC SERVICE COMPANY OF NEW MEXICO

	
	 	 	 	 	 By
	 	 /s/   Patrick Goodman        


	 	 	 	 	 Its
	 	 Vice President Power Production


	
	 	 	 	 	 SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT

	
	 ATTEST AND COUNTERSIGN
	 	 	 	 By
	 	 /s/   William P. Schroder


	
	 /s/   Terrill A. Lonon

	 	 	 	 Its
	 	 President


	
	 	 	 	 	 SOUTHERN CALIFORNIA EDISON COMPANY

	
	 	 	 	 	 By
	 	 /s/   Harold B. Ray       


	 	 	 	 	 Its
	 	 Executive Vice President


	
	 	 	 	 	 TUCSON ELECTRIC POWER COMPANY

	
	 	 	 	 	 By
	 	 /s/    Thomas A.  Delawder    


	 	 	 	 	 Its
	 	 Vice President, Energy Sources



 

-7-