Amendment To Asset Purchase And Power Exchange

Exhibit 10.3
Amendment No. 1 to the Long-Term Power
Transactions Agreement and Asset Purchase and Power
Exchange Agreement


This Amendment No. 1 to the Long-Term Power Transactions Agreement and Asset Purchase and Power Exchange Agreement ("Amendment No. 1"), dated this 5th day of April, 1995, is between PacifiCorp, an Oregon corporation, and Arizona Public Service Company, an Arizona corporation ("APS"). PacifiCorp and APS are sometimes referred to herein collectively as "Parties" and individually as "Party."


On September 21, 1990, the Parties entered into a series of agreements including a "Transmission Agreement," a "Long-Term Power Transactions Agreement" and an "Asset Purchase and Power Exchange Agreement" ("Asset Agreement").


In light of changed circumstances, the Parties have determined that the aforementioned three agreements should be amended. To that end, on even date herewith, the Parties have executed a Restated Transmission Agreement. Furthermore, the Parties agree that the Long-Term Power Transactions Agreement and the Asset Agreement shall be amended as follows:


1. Subsection 1.13 of the Long-Term Power Transactions Agreement is hereby amended by deleting that subsection in its entirety and substituting the following therefor:


Page 1 - Amendment No. 1 to the Long-Term Power Transactions Agreement and
Asset Purchase and Power Exchange Agreement (PacifiCorp/APS)


"1.13 'Point of Delivery' for all transactions hereunder
means (1) Four Corners; (2) the Glen Canyon Substation or,
in the event the Navajo Loop-In Project is constructed,
Navajo; (3) the Pinnacle Peak Substation of the Western Area
Power Administration; (4) such other location(s) as may be
established by mutual agreement of the Parties' dispatchers,
schedulers, or authorized representatives; and (5) the
Cholla Generating Station 500 Kv switchyard under the
circumstances described in Subsection 15.03 of the Asset
...