Exhibit 4.2
UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), TO ARIZONA PUBLIC SERVICE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
ARIZONA PUBLIC SERVICE COMPANY
8.750% Note due 2019
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No. 1
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$500,000,000
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CUSIP No. 040555CL6
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Arizona Public Service Company, a
corporation duly organized and existing under the laws of the State
of Arizona (the “Company”, which term includes any
successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of Five Hundred Million
Dollars ($500,000,000) on March 1, 2019, and to pay interest
thereon and on any overdue interest from February 26, 2009 or
from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually in arrears on
March 1 and September 1 of each year, commencing
September 1, 2009, at the rate of 8.750% per annum, until the
principal hereof is paid or made available for payment. The amount
of interest payable for any period will be computed on the basis of
a 360-day year of twelve 30-day months.
The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for
such interest, which shall be February 15 or August 15,
as the case may be, immediately preceding the Interest Payment Date
(whether or not a Business Day). Any such interest not so
punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders
of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.
Payment of the principal of (and
premium, if any) and any interest on this Security will be made at
the office or agency of the Company maintained for that purpose
through the corporate trust office of the Trustee, 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;
provided , however , that payment of interest may be
made at the option of the Company by wire transfer to any Holder or
by deposit to the account of the Holder of any such Securities if
such account is maintained with the Trustee, in each case according
to the written instructions given by such Holder on or prior to the
applicable record date to the Trustee, which written instructions
shall remain in effect until revised by such Holder by an
instrument in writing delivered to the Trustee.
Reference is hereby made to the
further provisions of this Security set forth following the
Company’s signature hereto, which further provisions shall
for all purposes have the same effect as if set forth at this
place.
Unless the certificate of
authentication hereon has been executed by the Trustee referred to
following the Company’s signature hereto by manual signature,
this Security 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.
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ARIZONA PUBLIC SERVICE COMPANY
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By:
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Chris N. Froggatt
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Vice President and Treasurer
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Attest:
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Nancy C. Loftin
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Senior Vice President, General
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Counsel and Secretary
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This Security is one of a duly
authorized issue of securities of the Company (herein called the
“Securities”), issued and to be issued in one or more
series under an Indenture, dated as of January 15, 1998 (such
instrument as originally executed and delivered and as supplemented
or amended from time to time, the “Indenture”), between
the Company and The Bank of New York Mellon Trust Company, N.A.,
successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase
Manhattan Bank), as Trustee (the “Trustee,” which term
includes
any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a
description of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face
hereof.
The Company may redeem all or any
portion of the Securities of this series, at its option, at any
time or from time to time, at a Redemption Price equal to the
greater of (a) 100% of the principal amount of the Securities
of this series being redeemed on the Redemption Date or
(b) the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities of this series
being redeemed on that Redemption Date (not including the portion
of any payments of interest accrued to the Redemption Date)
discounted to the Redemption Date on a semiannual basis at the
Adjusted Treasury Rate plus 50 basis points, as determined by a
Reference Treasury Dealer appointed by the Company for such
purpose; plus, in each case, accrued and unpaid interest thereon to
the Redemption Date. Notwithstanding the foregoing,
installments of interest on Securities of this series that are due
and payable on Interest Payment Dates falling on or prior to a
Redemption Date will be payable on the Interest Payment Date to the
Holders a
