ML17303A244

Notifies of First Chicago Lease Holdings,Inc,Proposed Transfer of Interest in Sale & Leaseback Transaction to Palo Verde Leasing Corp.Transfer Will Be Implemented,Per 860812 Participation Agreement,By End of Jan 1987

ML17303A244
Person / Time
Site:	Palo Verde
Issue date:	01/27/1987
From:	Moore C KELEHAR & MCLEOD
To:	Miraglia F Office of Nuclear Reactor Regulation
References
TAC-63148, NUDOCS 8701290207
Download: ML17303A244 (63)

Text

REQULATOR~PlFORNATION DISTRIBUTION ~EN (R IDS)

ACCESSION NBR: 8701290207 DOC. DATE: B7/01/27 NOTARIZED: NO DOCKET ¹ FACIL: STN-50-529 Palo Verde Nuclear Station> Uni t 2i Arizona Pub li 05000529 AUTH. NAI 1E AUTHOR AFFILIATION NOOREi C. L. Kelehar Zc NcLeod RECIP. NANE RECIPIENT AFFILIATION NIRAQLIAiF. J. Division of Pressurized 4later Reactor Licensing B (post 8

SUBJECT:

Notifies Commission of First Chicago Lease Holdingsi Inc ~

proposed transfer of interest in sale Zc leasebac f<

transaction to Palo Verde Leasing Corp. Transfer will be implemented per 860812 participation agreement.

DISTRIBUTION CODE: B005D COPIES RECEIVED: LTR ENCL SIZE:

TITLE: Licensing Submittal: Application/General Info Amdt NOTES: Standardized plant. N. Davisi NRR: 1Cg. 05000529 RECIPIENT COPIES REC IP I ENT COP IES ID CODE/NANE LTTR ENCL ID CODE/MANE LTTR ENCL PNR-B PD7 LA PL4R-B PD7 PD 05' LICITRA> E 01 INTERNAL: ACRS 10 3 ADN/LFNB 1 AEOD/PTB 1 ELD/HDS3 11. 1 1 IE/DGAVT/GAB 09 1 EQ FILE 04 SP EXTERNAL: LPDR NRC PDR 02, 1 NOTES'3 NSIC 06 TOTAL NUBBER OF COPIES REQUIRED: LTTR 18 ENCL

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ELEHER & McLEOD, P. A.

ATTORNEYS AND COUNSELORS AT LAW RUSSCLI. MDORC KATHRYN J. KUHLCN PUBLIC 5ERVICE BUILDING W. A. KCLCHCR WILLIAM G. KCLCHCR MARK STYLCS Ieee-IGTZ MICHAEL L. KCLCHCR CYAN S. HOBOS P. O. DRAWER AA PATRICK W. HURLEY PATRICK V. APDOACA CHARLES A. PHAR RIG RANDOLPH L HAMGLIN

~ ALBUOUEROUE, NEW MEXICO 87IO3 A. H. McLCOD RICHARD G COI.C P. SCOTT CATO N I902 IGTG ARI'HUR O. BEACH MARGARCT C. DAVIDSON JOHN M. KULIKOWSKI THOMAS C. GRI EBS JOHN G. TITTMANN THOMAS F. KFLEHCR PAULA Z. HANSON PETER H. JOHNSTON C THO MAS C. GIRD OF COUNSEL HCNR Y F. NARVACZ CHARLES L. MOORE THOMAS H TOCVS WILLIAM M. CASEY January 27, 1987 ROBERT H CLARK RICHARD L. ALVIORCZ BRIAN J. O~ROURKC KURT WIHL TELCPHONC 842-6262 RONALD F. HORN RIKKI L. QUINTANA PHIL KRCHGICI. HELEN G. HILLCGASS AREA LOQC 505 CLYDE F. WORTHCN CAROL LISA SMITH SPENCER REIO JUDITH L. OURZO MICHAEL WILE THOMAS J. ZIMGRICK CLIZAGETH C. WHITEFIELD JONATHAN M. OUKC ROBCRT C. CONKLIN THOM'AS F. BLUCHER VIA FEDERAL EXPRESS REBECCA A HOUSTON LYN 0 A LATTA BARBARA ALGIN DOUGLAS C BRYAN Director of Nuclear Reactor Regulation Attention: Mr. Frank J. Miraglia, Director Division of Pressurized Water Reactor Licensing B U. S. Nuclear Regulatory Commission Washington, D.C. 20555 Re: Sale and Leaseback Transaction by Public Service Company of New Mexico-NRC Docket No. STN 50-529 Gentlemen:

By lett.er dated July 29, 1986 to the Director of Nuclear Reactor Regulation, Mudge Rose Guthrie Alexander 6 Ferdon, on behalf of Public Service Company of New Mexico (HPNM"),

identified certain prospective Equity Investors with respect, to sale and leaseback transactions proposed by PNM in the above docket. One of such Equity Investors was identified to be a direct or indirect subsidiary or affiliate of First Chicago Corp. As previously reported to the Commission, transactions were subsequently closed with a number of Equity Investors, including First Chicago Lease Holdings, Inc. as the affiliate of First Chicago Corp. Transaction documents reflecting the August 18, 1986 closings of sale and leaseback transactions, including the transaction involving First, Chicago Lease Holdings, Inc., were filed with my letter to you dated September 4, 1986.

First: Chicago Lease Holdings, Inc. is now proposing to transfer its interest in its sale and leaseback transaction to its wholly-owned subsidiary, Palo Verde Leasing to Corporation.

transfer First Chicago Lease Holdings, Inc. proposes under thetheParticip- make in a manner which is specifically permitted ation Agreement dated as of August 12, 1986, a copy of which was filed with t.he Commission. Also, it should be noted that the transferee, Palo Verde Leasing Corporation, would fall within the description of the Equity Investor contained in the 87012ITI0207 870127 PDR ADOCK 05000529 .

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KELEHER 6( MCLEOD, P. A.

January 27, 1987 Page 2.

above-referenced July 29, 1986 letter, that is, it would also be a direct or indirect subsidiary or affiliate of First Chicago Corp. The First National Bank of Boston would remain the Owner Trustee for the transaction.

The purpose of this letter is to notify the Commission, as a matter of courtesy, of the above proposed transfer. First Chicago Lease Holdings, Inc. proposes to complete the transfer by the end of January.

If you have any questions, please do not hesitate to call.

Yours very truly, KELEHER 6 McLEOD, P.A.

By ~C Charles L. Moore CLM/mu cc: Edward S. Christenbury, Esq.

Edwin J. Reis, Esp.

Mr. George W. Knighton Arthur C. Gehr, Esp.

Timothy M. Toy, Esp.

Mr. A. J. Robison

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I as of January 30, 1987 First PV Funding Corporation Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 Attention: President The First National Bank of Boston, as Owner Trustee 100 Federal Street Boston, Massachusetts 02110 Attention: Corporate Trust Division Chemical Bank, as Indenture Trustee 55 Water Street New York, New York 10041 Attention: Corporate Trustee Administration Chemical Bank, as Collateral Trust Trustee 55 Water Street New York, New York 10041 Attention: Corporate Trustee Administration Public Service Company of New Mexico Alvarado Square Albuquerque, New Mexico 87158 Attention: Secretary

Dear Ladies and Gentlemen:

We refer to that certain Participation Agreement, as amended through the date hereof, (the "Participation Agreement" ) dated as of August 12, 1986 among First Chicago Lease Holdings, Inc., a Delaware corporation (the "Original Owner Participant" ), First PV Funding Corporation, a Delaware corporation, The First National Bank of Boston, a national banking association, as Owner Trustee, Chemical Bank, a New York banking corporation, as Indenture Trustee, and Public Service Company of New Mexico, a New Mexico corporation.

Unless otherwise defined herein, all terms used herein which are defined in Appendix A to the Participation Agreement shall have the meanings assigned to them therein.

This is to inform each of you in accordance with Section 15(b) of the Participation Agreement that as of the date hereof the Original Owner Participant transferred to Palo Verde Leasing Corporation, a Delaware corporation (the "Transferee" ),

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all of the Original Owner Participant's right, title and interest in and to the Participation Agreement, each and every other Transaction Document and the Trust Estate by delivering to the Transferee a Bill of Sale and Assignment (copy attached hereto) dated as of the date hereof.

The transfer referred to above complies with Section 15 of the Participation Agreement because (1) the Transferee has in accordance with Section 15(a)(i) of the Participation Agreement executed and herewith delivers to each of you the Instrument of Assumption attached hereto pursuant to which the Transferee confirms that it shall be bound by the terms of the Participation Agreement and each other Transaction Document, (2) the Transferee is a direct wholly-owned subsidiary of the Original Owner Participant (see Section 15(a)(ii)(B)(1) of the Participation Agreement), and (3) the transfer referred to above does not violate the Securities Act or any provision of, or create a relationship which would be in violation of, any Applicable Law or agreement to which the Original Owner Participant or the Transferee is a party or by which its property is bound.

The name and address for notices to the Transferee under the Transaction Documents shall be as follows:

Palo Verde Leasing Corporation Suite 0502 One First National Plaza Chicago, Illinois 60670 Attention: President Until otherwise notified by the Transferee, all payments to be made hereafter by the Indenture Trustee to the "Owner Participant" under the Indenture shall be made by wire transfer of immediately available funds to the Transferee's account No.

53-06086 with the The First National Bank of Chicago.

Please acknowledge receipt of a copy of this letter and the Instrument of Assumption attached hereto by signing and returning to the Original Owner Participant a copy of this letter and thereby also confirm that, as a result of the transfer referred to above and in accordance with Section 15(a) of the Participation Agreement, the Original Owner Participant has been released from all of its obligations under the Participation Agreement and the other Transaction Documents (including, without limitation, the Trust Agreement) to the extent of the interest transferred.

By its execution of this letter and in accordance with Section 2.01 of the Trust Agreement, First Chicago Lease Holdings, Inc., a Delaware corporation, hereby requests and instructs the Owner Trustee to execute and deliver the Page 2

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t cknowledgement and confirmation set letter.

forth at tHF end of this This letter and the acknowledgements hereto may be executed in any number of counterparts, all of which taken together shall constitute one letter agreement, and any of the parties hereto may execute this letter by signing any such counterpart.

Very truly yours, FIRST CH CAGO LEASE H L NGS, INC.

BY:

Vice President PALO VERDE LEASING CO RATION BY:

Vice President Each of the undersigned hereby (i) acknowledges receipt of a copy of the foregoing letter and the Instrument of Assumption attached thereto and (ii) confirms that, as a result of the transfer referred to in the foregoing letter and in accordance with Section 15(a) of the Participation Agreement, First Chicago Lease Holdings, Inc., a. Delaware corporation, has been released from all of its obligations under the Participation Agreement and the ether Transaction Documents (including, without limitation, the Trust Agreement) to the extent of the interest transferred.

PUBLIC SERVICE COMPANY OF NEW MEXICO THE FIRST NATIONAL BANK OF BOSTON, as Owner Trustee BY:

Title:

FIRST PV FUNDING CORPORATION BY:

Title:

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Each of the undersigned hereby acknowledges eceipt of a copy of the foregoing letter and the Instrument of Assumption attached thereto.

CHEMICAL BANK, as Indenture Trustee By:

Title:

CHEMICAL BANK, as Collateral Trust Trustee By:

Title:

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SALE AND ASSIGNMENT BILL OF SALE AND ASSIGNMENT, dated as of January 3D, 19B7, from First Chicago Lease Holdings, Inc., a Delaware corporation (the "Original Owner Participant" ), to Palo Verde Leasing Corporation, a Delaware corporation (the "Transferee" ).

WHEREAS, the Original Owner Participant desires to transfer to the Transferee and the Transferee desires to acquire the Assigned Property (as hereinafter defined);

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:

ARTICLE I DEFINITIONS For purposes hereof, capitalized terms used herein shall have the meanings assigned to such terms in Appendix A to that certain Participation Agreement (the "Participation Agreement" ) dated as of August 12, 1986 among the Original Owner Participant, First PV Funding Corporation, a Delaware corporation, The First National Bank of Boston, a national banking association, as Owner Trustee, Chemical Bank, a New York banking corporation,. as Indenture Trustee, and Public Service Company of New Mexico, a New Mexico corporation.

ARTICLE II ASSIGNMENT OF TRUST ESTATE The Original Owner Participant does hereby grant, bargain, convey, sell, assign, transfer and set over to the Transferee, without recourse, representation or warranty, express and implied, of any nature whatsoever (except as set forth in the next succeeding sentence),.all of the Original Owner Participant's right, title and interest in and to the Participation Agreement, each and every other Transaction Document and the Trust Estate (the "Assigned Property" ).

The Original Owner Participant hereby represents and warrants to the Transferee that the Original Owner Participant has good and valid title to the Assigned Property free and clear of all Owner Participant's Liens.

ARTICLE III EFFECTIVENESS OF. TRANSFER The transfer of the Assigned Property shall become effective without further action upon the execution and delivery by the Original Owner Participant to the Transferee of this Bill of Sale and Assignment and the furnishing of a counterpart of this Bill of Sale and Assignment to the Owner Trustee.

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ARTICLE IV MISCELLANEOUS Section 4.1. This Bill of Sale and Assignment shall be binding upon the Original Owner Participant and its successors and shall inure to the benefit of the Transferee and its successors and assigns.

Section 4.2. v min Law. This Bill of Sale and Assignment shall be governed by and construed and enforced in accordance with the law of the State of New York.

Section 4.3. ~~i . The division of this Bill of Sale and Assignment into sections, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Bill of Sale and Assignment.

IN WITNESS WHEREOF, the Original Owner Participant has caused this Bill of Sale and Assignment to be duly executed as of the day and year written above.

FIRST CHICAGO LEASE HOLDINGS'NC.

By:

Vice President Page 2

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ZNSTRUMENT OF ASSUMPTIO I I THIS INSTRUMENT OF ASSUMPTION dated as of January 30, 1987 is executed and delivered by Palo Verde Leasing Corporation, a Delaware corporation (the "Transferee" ).

WHEREAS, First Chicago Lease Holdings, Inc., a Delaware corporation (the "Original Owner Participant" ), First PV Funding Corporation, a Delaware corporation, The First National Bank of Boston, a national banking association, as Owner Trustee, Chemical Bank, a New York banking corporation, as Indenture Trustee, and Public Service Company of New Mexico, a New Mexico corporation, entered into that certain Participation Agreement (the "Participation Agreement" )

dated as of August 12, 1986; and WHEREAS, the Original Owner Participant is simultaneously with the execution and delivery of this Instrument of Assumption transferring to the Transferee all of the Original Owner Participant's right, title and interest in and to the Participation Agreement, each and every other Transaction Document (as defined in the Participation Agreement) and the Trust Estate (as defined in the Participation Agreement); and WHEREAS, it is a condition of the transfer referred to above that the Transferee assume all of the obligations of the Original Owner Participant under the Transaction Documents (as defined in the Participation Agreement) by executing and delivering this Znstrument of Assumption; NOW THEREFORE, in consideration of the premises and the transfer referred to above, the Transferee hereby agrees as follows:

1. Unless otherwise defined herein, all terms used herein which are defined in Appendix A to the Participation Agreement shall have the meanings assigned to them therein.

2. The Transferee hereby assumes, and promises to fully and punctually perform and observe, and agrees that it shall be bound by, each and every term, condition, agreement, covenant and/or undertaking of the Original Owner Participant under or with respect to the Participation Agreement and each other Transaction Document as had been originally named as the Owner Participant under the if it Participation Agreement and the other Transaction Documents.

3. This Instrument of Assumption shall be governed by, and be construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the Transferee has caused this Instrument of Assumption to be duly executed as of the date first above written.

PALO VE DE LEASI COR RATION By Vice President

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as of January 30, 1987 First PV Funding Corporation Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 Attention: President The First National Bank of Boston, as Owner Trustee 100 Federal Street Boston, Massachusetts 02110 Attention: Corporate Trust Division Chemical Bank, as Indenture Trustee 55 Water Street New York, New York 10041 Attention: Corporate Trustee Administration Chemical Bank, as Collateral Trust Trustee 55 Water Street New York, New York 10041 Attention: Corporate Trustee Administration Public Service Company of New Mexico

. Alvarado Square Albuquerque, New Mexico, 87158 Attention: Secretary

Dear Ladies and Gentlemen:

We refer to that certain Participation Agreement, as amended through the date hereof, (the "Participation Agreement" ) dated as of August 12, 1986 among First Chicago Lease Holdings, Inc., a Delaware corporation (the "Original Owner Participant" ), First PV Funding Corporation, a Delaware corporation, The First National Bank of Boston, a national banking association, as Owner Trustee, Chemical Bank, a New York banking corporation, as Indenture Trustee, and Public Service Company of New Mexico, a New Mexico corporation.

Unless otherwise defined herein, all terms used herein which are defined in Appendix A to the Participation Agreement shall have the meanings assigned to them therein.

This is to inform each of you'n accordance with Section 15(b) of the Participation Agreement that as'f the date hereof the Original Owner Participant transferred to Palo Verde Leasing Corporation, a Delaware corporation (the "Transferee" ),

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the Original Owner Participant's right, title and interest in and to the Participation Agreement, each and every other Transaction Document and the Trust Estate by delivering to the Transferee a Bill of Sale anQ Assignment (copy attached hereto) dated as of the date hereof.

The transfer referred to above complies with Secti'on 15 of the Participation Agreement because (1) the Transferee has in accordance with Section 15(a)(i) of the Participation Agreement executed and herewith delivers to each of you the Instrument of Assumption attached hereto pursuant to which the Transferee-confirms that it shall be bound by the terms of the Participation Agreement and each other Transaction Document, (2) the Transferee is a direct wholly-owned subsidiary of the Original Owner Participant (see Section 15(a)(ii)(B)(1) of the Participation Agreement), and (3) the transfer referred to above does not violate the Securities Act or any provision of, or create a relationship which would be in violation of, any Applicable Law or agreement to which the Original Owner Participant or the Transferee is a party or by which its

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property is bound.

The name and address for notices to the Transferee under the Transaction Documents shall be as follows:

Palo Verde Leasing Corporation Suite 0502 One First National Plaza Chicago, Illinois 60670 Attention: President Until otherwise notified by the Transferee, all payments to be made hereafter by the Indenture Trustee to the "Owner Participant" under the Indenture shall be made by wire transfer of immediately available funds to. the Transferee's account No.

53-06086 with the The First National Bank of Chicago.

Please acknowledge receipt of a copy of this letter and the Instrument of Assumption attached hereto by signing and returning to the Original Owner Participant a copy of this letter and thereby also confirm that, as a result of the transfer referred to above and in accordance with Section 15(a) of the Participation Agreement, the Original Owner Participant has been released from all of its obligations under the Participation Agreement and the other Transaction Documents (including, without limitation, the Trust Agreement) to the extent of the interest transferred.

By its execution of this letter and in accordance with Section 2.01 of the Trust Agreement, First Chicago Lease Holdings, Inc., a Delaware corporation, hereby requests and instructs the Owner Trustee to execute and deliver the Page 2

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a'cknowledgement and 0 ~

confirmation set forth at the end of this letter.'his letter and the acknowledgements hereto may be executed in any number of counterparts, all of which taken together shall constitute one letter agreement, and any of the parties hereto may execute this letter by signing any such counterpart.

Very truly yours, FIRST C ICAGO LEASE HO INGSi INC.

BY:

Vice President PALO VERDE LEASING COR RATION By:

Vice President Each of the undersigned hereby (i) acknowledges receipt of a copy of the foregoing letter and the Instrument of Assumption attached thereto and (ii) confirms that, as a result of the transfer referred to in the foregoing letter and in accordance with Section 15(a) of the Participation Agreement, First Chicago Lease Holdings, Inc., a. Delaware corporation, has been released from all of its obligations under the Participation Agreement and the'ther Transaction Documents (including, without limitation, the Trust Agreement) to the extent of the interest transferred.

PUBLIC SERVICE COMPANY OF NEW MEXICO By:

Title:

THE FIRST NATIONAL BANK OF BOSTON, as Owner. Trustee BY:

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Title:

p FIRST PV FUNDING CORPORATION By 0

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Each of the undersigned hereby acknowledges receipt of a copy of the foregoing letter and the Instrument of Assumption attached thereto.

CHEMICAL BANK, as Indenture Trustee BY:

Title:

CHEMICAL BANK, as Collateral Trust Trustee BY:

Title:

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BILL OF SALE AND ASSIGNMENT BILL OF SALE AND ASSIGNMENT, dated as of January 30, 1987, from First Chicago Lease Holdings, Inc.,Palo a Delaware corporation (the "Original Owner Participant" ), to Verde Leasing Corporation, a Delaware corporation (the "Transferee" ).

WHEREAS, the Original Owner Participant desires to transfer to the Transferee and the Transferee desires to acquire the Assigned Property (as hereinafter defined);

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:

ARTICLE I DEFINITIONS For purposes hereof, capitalized terms used herein shall have the meanings assigned to such terms in Appendix A to that certain Participation Agreement (the "Participation Agreement" ) dated as of August 12, 1986 among the Original Owner Participant, First PV Funding Corporation, a Delaware corporation, The First National Bank of Boston, a national banking association, as Owner Trustee, Chemical Bank, a New York banking corporation, as Indenture Trustee, and Public Service Company of New Mexico, a New Mexico corporation.

ARTICLE II ASSIGNMENT OF TRUST ESTATE The Original Owner Participant does hereby grant, bargain, convey, sel'1, assign, transfer and set over to the Transferee, without recourse, representation or warranty, express and implied, of any nature whatsoever (except as set forth in the next succeeding sentence), all of the Original Owner Participant's right, title and every other interest in and to the Participation Agreement, each and Property" Transaction Document and the Trust Estate (the "Assigned ).

The Original Owner Participant hereby represents and warrants to the Transferee that the Original Owner Participant has good and valid

.title to the Assigned Property free and clear of all Owner Participant's Liens.

ARTICLE III EFFECTIVENESS OF TRANSFER The transfer of the Assigned Property shall become effective without further action upon the execution and delivery by the Original Owner Participant to the Transferee of this Bill of Sale and Assignment and the furnishing of a counterpart of this Bill of Sale and Assignment to the Owner Trustee.

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ARTICLE IV MISCELLANEOUS Section 4.1. This Bill of Sale and Assignment shall be binding upon the Original Owner Participant and its successors and shall inure to the benefit of the Transferee and its successors and assigns.

Section 4.2. v n L w. This Bill of Sale and Assignment shall be governed by and construed and enforced in accordance with the law of the State of New York.

Section 4.3. Hg~h~. The division of this Bill of Sale and Assignment into sections, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Bill of Sale and Assignment.

IN WITNESS WHEREOF, the Original Owner Participant has caused this Bill of Sale and Assignment to be duly executed as of the day and year written above.

FIRST CHICAGO LEASE HOLDINGS, INC.

BY:

Vice President Page 2

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INSTRUMENT OF ASSUMPTIO THIS INSTRUMENT OF ASSUMPTION dated as of January 30, 1987 is executed and delivered by Palo Verde Leasing Corporation, a Delaware corporation (the "Transferee" ).

WHEREAS, First Chicago Lease Holdings, Inc., a Delaware corporation (the "Original Owner Participant" ), First PV Funding Corporation, a Delaware corporation, The First National Bank of Boston, a national banking association, as Owner Trustee, Chemical Bank, a New York banking corporation, as InQenture Trustee, and Public Service Company of New Mexico, a New Mexico corporation, entered into that certain Participation Agreement (the "Participation Agreement" )

dated as of August 12, 1986; and WHEREAS, the Original Owner Participant is simultaneously with the execution and delivery of this Instrument of Assumption transferring to the Transferee all of the Original Owner Participant's right, title and interest in and to the Participation Agreement, each and every other Transaction Document (as defined in the Participation Agreement) and the Trust Estate (as defined in the Participation Agreement); and WHEREAS, the Transferee it is a condition of the transfer referred to above that assume all of the obligations of the Original Owner Participant under the Transaction Documents (as defined in the Participation Agreement) by executing and delivering this Instrument of Assumption; NOW THEREFORE, in consideration of the premises and the transfer referred to above, the Transferee hereby agrees as follows:

1. Unless otherwise defined herein, all terms used herein which are defined in Appendix A to %he Participation Agreement shall have the meanings assigned to them therein.

2. The Transferee hereby assumes, and promises to fully and punctually perform and observe, and agrees that it shall be bound by, each and every term, condition, agreement, covenant and/or undertaking of the Original Owner Participant under or with respect to the Participation Agreement and each other Transaction Document as had been originally named as the Owner Participant under the if it Participation Agreement and the other Transaction documents.

3. This Instrument of Assumption shall be governed by, anQ be construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the Transferee has caused this Instrument of Assumption to be duly executed as of the date first above written.

PALO VERDE LEAS G COR ORATION Vice President

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~ of Ja ary 30, 1987 First PV Funding Corporation Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 Attention: President The First National Bank of Boston, as Owner Trustee 100 Federal Street Boston, Massachusetts 02110 Attention: Corporate Trust Division Chemical Bank, as Indenture Trustee 55 Water Street New York, New York 10041 Attention: Corporate Trustee Administration Chemical Bank, as Collateral Trust Trustee 55 Water Street New York, New York 10041 Attention: Corporate Trustee Administration Public Service Company of New Mexico Alvarado Square Albuquerque, New Mexico 87158 Attention: Secretary

Dear Ladies and Gentlemen:

We refer to that certain Participation Agreement, as amended through the date hereof, (the "Participation Agreement" ) dated as of August 12, 1986 among First Chicago Lease Holdings, Inc., a Delaware corporation (the "Original Owner Participant" ), First PV Funding Corporation, a Delaware corporation, The First. National Bank of Boston, a national banking association, as Owner Trustee, Chemical Bank, a New York banking corporation, as Indenture Trustee, and Public Service Company of New Mexico, a New Mexico corporation.

Unless otherwise defined herein, all terms used herein which are defined in Appendix A to the Participation Agreement shall have the meanings assigned to them therein.

This is to inform each of you in accordance with Section 15(b) of the Participation Agreement that as of the date hereof the Original Owner Participant transferred to Palo Verde Leasing Corporation, a Delaware corporation (the "Transferee" ),

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apl 'of the Original er Participant's right, cle and interest in and to the Participation Agreement, each anQ every other Transaction Document and the Trust Estate by delivering to the Transferee a Bill of Sale and Assignment (copy attacheQ hereto) dated as of the date hereof.

The transfer referred to above complies with Section 15 of the Participation Agreement because (1) the Transferee has in accordance with Section 15(a)(i) of the Participation Agreement executed anQ herewith delivers to each of you the Instrument of Assumption attached hereto pursuant to which the Transferee confirms that it shall be bound by the terms of the Participation Agreement and each other Transaction Document, (2) the Transferee is a direct wholly-owned subsidiary of the Original Owner Participant (see Section 15(a)(ii)(B)(1) of the Participation Agreement), and (3) the transfer referreQ to above does not violate the Securities Act or any provision of, or create a relationship which would be in violation of, any Applicable Law or agreement to which the Original Owner Participant or the Transferee is a party or by which its property is bound.

The name and address for notices to the Transferee under the Transaction Documents shall be as follows:

Palo Verde Leasing Corporation Suite 0502 One First National Plaza Chicago, Illinois 60670 Attention: President Until otherwise notified by the Transferee, all payments to be maQe hereafter by the Indenture Trustee to the "Owner Participant" under the Indenture shall be made by wire transfer of immediately available funds to the Transferee's account No.

53-06086 with the The First National Bank of Chicago.

Please acknowledge receipt of a copy of this letter and the Instrument of Assumption attached hereto by signing anQ returning to the Original Owner Participant a copy of this letter and thereby also confirm that, as a result of the transfer referred to above and in accordance with Section 15(a) of the Participation Agreement, the Original Owner Participant has been released from all of its obligations under the Participation Agreement and the other Transaction Documents (including, without limitation, the Trust Agreement) to the extent of the interest transferred.

By its execution of this letter and in accordance with Section 2.01 of the Trust Agreement, First Chicago Lease Holdings, Inc., a Delaware corporation, hereby requests and instructs the Owner Trustee to execute and deliver the Page 2

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acknowledgement anQ Mfirmation set forth at t end of this letter.

This letter and the acknowledgements hereto may be executed in any number of counterparts, all of which taken together shall constitute one letter agreement, and any of the parties hereto may execute this letter by signing any such counterpart.

Very truly yours, FIRST C ICAGO LEASE HO DINGSp INC.

By:

Vice President P ALO VERDE LEASING CORPO TION By:

Vice President Each of the undersigned hereby (i) acknowledges receipt of a copy of the foregoing letter and the Instrument of Assumption attached thereto and (ii) confirms that, as a result of the transfer referred to in the foregoing letter and in accordance with Section 15(a) of the Participation Agreement, First Chicago Lease Holdings, Inc., a. Delaware corporation, has been releaseQ from all of its obligations under the Participation Agreement and the ether Transaction Documents (including, without limitation, the Trust Agreement) to the extent of the interest transferred.

PUBLIC SERVICE COMPANY OF NEW MEXICO By:

Title:

THE FIRST NATIONAL BANK OF BOSTON, as Owner Trustee BY:

Title:

FIRST PV D CORPORATION By:

Title:

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Eych of the undersigned hereby acknowledges receipt of a copy of the foregoing letter and the Instrument of Assumption attached thereto.

CHEMICAL BANK, as Indenture Trustee BY:

Title:

CHEMICAL BANK, as Collateral Trust Trustee BY:

Title:

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BILL OF SALE AND ASSIGNMENT BILL OF SALE AND ASSIGNMENT, dated as of January 30, 1987, from First Chicago Lease Holdings, Inc., a Delaware corporation (the "Original Owner Participant" ), to Palo Vexde Leasing Corporation, a Delaware corporation (the "Transferee" ).

WHEREAS, the Original Owner Participant desires to transfer to the Transferee and the Transferee desires to acquire the Assigned Property (as hereinafter defined);

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:

ARTICLE I DEFINITIONS For purposes hereof, capitalized terms used herein shall have the meanings assigned to such terms in Appendix A to that certain Participation Agreement (the "Participation Agreement" ) dated as of August 12, 1986 among the Original Owner Participant, First PV Funding Corporation, a Delaware corporation, The First National Bank of Boston, a national banking association, as Owner Trustee, Chemical Bank, a New York banking corporation, as Indenture Trustee, and Public Service Company of New Mexico, a New Mexico corporation.

ARTICLE II ASSIGNMENT OF TRUST ESTATE The Original Owner Participant does hereby grant, bargain, convey, sell, assign, transfer and set over to the Transferee, without

'ecourse, representation or warranty, express and implied, of any nature whatsoever (except as set forth in the next succeeding sentence), all of the Original Owner Participant's right, title and interest in and to the Participation Agreement, each and every other Transaction Document and the Trust Estate (the "Assigned Property" ).

The Original Owner Participant hereby represents and warrants to the Transferee that the Original Owner Participant has good and valid title to the Assigned Property free and clear of all Owner Participant's Liens.

ARTICLE III EFFECTIVENESS OF TRANSFER The transfer of the Assigned Property shall become effective without further action upon the execution and delivery by the Original Owner Participant to the Transferee of this Bill of Sale and Assignment and the furnishing of a counterpart of this Bill of Sale and Assignment to the Owner Trustee.

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ARTICLE IV MISCELLANEOUS Section 4.1. This Bill of Sale and Assignment shall be binding upon the Original Owner Participant and its successors and shall inure to the benefit of the Transferee and its successors and assigns.

shall be governed by and construed and enforced in accordance with the law of the State of New York.

Section 4.3. 1~i~. The division of this Bill of Sale and Assignment into sections, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Bill of Sale and Assignment.

IN WITNESS WHEREOF, the Original Owner Participant has caused this Bill of Sale and Assignment to be duly executed as of the day and year written above.

FIRST CHICAGO LEASE HOLDINGS, INC.

By:

Vice President Page 2

~ ~ I INSTRUMENT OF ASSUMPTIO

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THIS INSTRUMENT OF ASSUMPTION dated as of January 30, 1987 is executed and delivered by Palo Verde Leasing Corporation, a Delaware corporation (the "Transferee" ).

WHEREAS, First Chicago Lease Holdings, Inc., a Delaware corporation (the "Original Owner Participant" ), First PV Funding Corporation, a Delaware corporation, The First National Bank of Boston, a national banking association, as Owner Trustee, Chemical Bank, a New York banking corporation, as Indenture Trustee, and Public Service Company of New Mexico, a New Mexico corporation, entered into that certain Participation Agreement (the "Participation Agreement" )

dated as of August 12, 1986; and .

WHEREAS, the Original Owner Participant is simultaneously with the execution and delivery of this Instrument of Assumption transferring to the Transferee all of the Original Owner Participant s right, title and interest in and to the Participation Agreement, each and every other Transaction Document (as defined in the Participation Agreement) and the Trust Estate (as defined in the Participation Agreement); and WHEREAS, it is a condition of the transfer referred to above that the Transferee assume all of the obligations of the Original Owner Participant under the Transaction Documents (as defined in the Participation Agreement) by executing and delivering this Instrument of Assumption; NOW THEREFORE, in consideration of the premises and the transfer referred to above, the Transferee hereby agrees as follows:

1. Unless otherwise defined herein, all terms used herein which are defined in Appendix A to the Participation Agreement shall have the meanings assigned to them therein.

2. The Transferee hereby assumes, 'and promises to fully and punctually perform and observe, and agrees that it shall be bound by, each and every term, condition, agreement, covenant and/or undertaking of the Original Owner Participant under or with respect to the Participation Agreement and each other Transaction Document as had been originally named as the Owner Participant under the if it Participation Agreement and the other Transaction Documents.

3. This Instrument of Assumption shall be governed by, and be construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the Transferee has caused this Instrument of Assumption to be duly executed as of the date first above written.

PALO VE DE LEASIN 0 P TION BY:

Vice President

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First PV Funding Corporation Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 Attention: President The First National Bank of Boston, as Owner Trustee 100 Federal Street Boston, Massachusetts 02110 Attention: Corporate Trust Division Chemical Bank, as Indenture Trustee 55 Water Street New York, New York 10041 Attention: Corporate Trustee Administration Chemical Bank, as Collateral Trust Trustee 55 Water Street New York, New York 10041 Attention: Corporate Trustee Administration Public Service Company of New Mexico Alvarado Square Albuquerque, New Mexico 87158 Attention: Secretary

Dear Ladies and Gentlemen:

We refer to that certain Participation Agreement, as amended through the date hereof, (the "Participation Agreement" ) dated as of August 12, 1986 among First Chicago Lease Holdings, Inc., a Delaware corporation (the "Original Owner Participant" ), First PV Funding Corporation, a Delaware corporation, The First Nationil Bank of Boston, a national banking association, as Owner Trustee, Chemical Bank, a New York banking corporation, as Indenture Trustee, and Public Service Company of New Mexico, a New Mexico corporation.

Unless otherwise defined herein, all terms used herein which are defined in Appendix A to the Participation Agreement shall have the meanings assigned to them therein.

This is to inform each of you in accordance with Section 15(b) of the Participation Agreement that as. of the date hereof the Original Owner Participant transferred to Palo Verde Leasing Corporation, a Delaware corporation (the "Transferee" ),

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apl,,'og the Original Owner Participant's right, t tie and

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interest in and to the Participation Agreement, each and every other Transaction Document and the Trust Estate by delivering to the Transferee a Bill of Sale and Assignment (copy attached hereto) dated as of the date hereof.

The transfer referred to above complies with Section 15 of the Participation Agreement because (1) the Transferee has in accordance with Section 15(a)(i) of the Participation Agreement executed and herewith delivers,to each of you the Instrument of Assumption attached hereto pursuant to which the Transferee confirms that it shall be bound by the terms of the Participation Agreement and each other Transaction Document, (2) the Transferee is a direct wholly-owned subsidiary of the Original Owner'articipant (see Section 15(a)(ii)(B)(1) of the Participation Agreement), and (3) the transfer referred to-above does not violate the Securities Act or any provision of, or create a relationship which would be in violation of, any Applicable Law or agreement to which the Original Owner Participant or the Transferee is a party or by which its property is bound.

The name and address for notices to the Transferee under the Transaction Documents shall be as follows:

Palo Verde Leasing Corporation Suite 0502 One First National Plaza Chicago, Illinois 60670 Attention: President Until otherwise notified by the Transferee, all payments to be made hereafter by the Indenture Trustee to the "Owner Participant" under the Indenture, shall be made by wire transfer of immediately available funds to the Transferee's account No.

53-06086 with the The First National Bank of Chicago.

Please acknowledge receipt of a copy of this letter and the Instrument of Assumption attached hereto by signing and returning to the Original Owner Participant a copy of this letter and thereby also confirm that, as a result of the transfer referred to above and in accordance .with Section 15(a) of the Participation Agreement, the Original Owner Participant has been released from all of its obligations under the Participation Agreement and the other Transaction Documents (including, without limitation, the Trust Agreement) to the extent of the interest transferred.

By its execution of this letter and in accordance with Section 2.01 of the Trust Agreement, First Chicago Lease Holdings, Inc., a Delaware corporation, hereby requests and instructs the Owner Trustee to execute and deliver the Page 2

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agkno~gledgement letter.

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confirmation set forth at the end of this This letter and the acknowledgements hereto may be executed in any number of counterparts, all of which taken together shall constitute one letter agreement, and any of the parties hereto may execute this letter by signing any such counterpart.

Very truly yours, FIRST CH CAGO LEASE HOL INGSp INC.

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BY:

Vice President PALO VERDE LEASI COR RATION By:

Vice President Each of the undersigned hereby (i) acknowledges receipt of a copy of the foregoing letter and the Instrument of Assumption attached thereto and (ii) confirms that, as a result of the transfer referred to in the foregoing letter and in accordance with Section 15(a) of the Participation Agreement, First Chicago Lease Holdings, Inc., a. Delaware corporation, has 'been released from all of its obligations under the Participation Agreement and the'ther Transaction Documents (including, without limitation, the Trust Agreement) to the extent of the interest transferred.

PUBLIC SERVICE COMPANY OF NEW MEXICO By:

Title:

THE FIRST NATIONAL BANK OF BOSTON, as Owner Trustee By:

Title:

FIRST PV FUNDING CORPORATION By:

Title:

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,, Epch of the undersigned hereby acknowledges copy of the foregoing letter and the Instrument receipt of a of Assumption attached thereto.

CHEMICAL BANK, as Indentur Tr tee BY:

CHEMICAL BANK, as Collateral Tr st Trustee BY:

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BILL OF SALE AND ASSIGNMENT t

BILL OF SALE AND ASSIGNMENT, dated as of January 30, 1987, from First Chicago Lease Holdings, Inc., a Delaware corporation (the "Original Owner Participant" ), to Palo Verde Leasing Corporation, a Delaware corporation (the "Transferee" ).

WHEREAS, the Original Owner Participant desires to transfer to the Transferee and the Transferee desires to acquire the Assigned Property (as hereinafter defined);

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:

ARTICLE I DEFINITIONS For purposes hereof, capitalized terms used herein shall have the

-meanings assigned to such terms in Appendix A to that certain Participation Agreement (the "Participation Agreement" ) datedPV asFunding of August 12, 1986 among the Original Owner Participant, First Corporation, a Delaware corporation, The First National Bank of Boston, a national banking association, as Owner Trustee, Chemical Bank, a New York banking corporation, as Indenture Trustee, and Public Service Company of New Mexico, a New Mexico corporation.

ARTICLE II ASSIGNMENT OF TRUST ESTATE The Original Owner Participant does hereby grant, bargain, convey, sell, assign, transfer and set over to the Transferee, without recourse, representation or warranty, express and implied, of any nature whatsoever (except as set forth in the next succeeding sentence), all of the Original Owner Participant s right, title and interest in and to the Participation Agreement, each and every other Transaction Document and the Trust Estate (the "Assigned Property" ).

The Original Owner Participant hereby represents and warrants to the Transferee that the Original Owner Participant has good and valid title to the Assigned Property free and clear of all Owner Participant's Liens.

ARTICLE III EFFECTIVENESS OF TRANSFER The transfer of the Assigned Property shall become effective without further action upon the execution and delivery by the Original Owner Participant to the Transferee of this Bill of Sale and Assignment and the furnishing of a counterpart of this Bill of Sale and Assignment to the Owner Trustee.

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ARTICLE IV MISCELLANEOUS Section 4.1. r This Bill of Sale and Assignment shall be binding upon the Original Owner Participant and its successors and assigns.

and shall inure to the benefit of the Transferee and its successors Section 4.2. v min L w. This Bill of Sale and Assignment shall be governed by and construed and enforced in accordance with the law of the State of New York.

Section 4.3. H~~. The division of this Bill of Sale and Assignment into sections, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Bill of Sale and Assignment.

IN WITNESS WHEREOF, the Original Owner Participant has caused this Bill of Sale and Assignment to be duly executed as of the day and year written above.

FIRST CHICAGO LEASE HOLDINGS, INC.

BY:

Vice President Page 2

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INSTRUMENT OF ASSUMPTION THIS INSTRUMENT OF ASSUMPTION dated as of January 30, 1987 is executed and delivered by Palo Verde Leasing Corporation, a Delaware corporation (the "Transferee" ).

WHEREAS, First Chicago Lease Holdings, Znc., a Delaware corporation (the "Original Owner Participant" ), First PV Funding Corporation, a Delaware corporation, The First National Bank of Boston, a national banking association, as Owner Trustee, Chemical Bank, a New York banking corporation, as Indenture Trustee, and Public Service Company of New Mexico, a New Mexico corporation, entered into that certain Participation Agreement (the "Participation Agreement" )

dated as of August 12, 1986; and WHEREAS, the Original Owner Participant is simultaneously with the execution and delivery of this Instrument of Assumption transferring to the Transferee all of the Original Owner Participant s right, title and interest in and to the Participation Agreement, each and every other Transaction Document (as defined in the Participation Agreement) and the Trust Estate (as defined in the Participation Agreement); and WHEREAS, it is a condition of the transfer referred to above that the Transferee assume all of the obligations of the Original Owner Participant under the Transaction Documents (as defined in the Participation Agreement) by executing and delivering this Instrument of Assumption; NON THEREFORE, in consideration of the premises and the transfer referred to above, the Transferee hereby agrees as follows:

1. Unless otherwise defined herein, all terms used herein which are defined in Appendix A to the Participation Agreement shall have the meanings assigned to them therein.

2. The Transferee hereby assumes, and promises to fully and punctually perform and observe, and agrees that it shall be bound by, each and every term, condition, agreement, covenant and/or undertaking of the Original Owner Participant under or with respect to the Participation Agreement and each other Transaction Document as if it had been originally named as the Owner Participant under the Participation Agreement and the other Transaction Documents.

3. This Instrument of Assumption shall be governed by, and be construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the Transferee has caused this Instrument of Assumption to be duly executed as of the date first above written.

PALO VE DE LEAS G COR ORATIO BY:

Vice President

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