Common use of IN COUNTERPART Clause in Contracts

IN COUNTERPART. This Agreement and any Terms Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute a single instrument. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, ARIZONA PUBLIC SERVICE COMPANY By Barbara M. Gomez --------------------------------- Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CHASE SECURITIES INC. By William Dexter Rogers ----------------------------------- Managing Director CREDIT SUISSE FIRST BOSTON CORPORATION By Reginald O. Frazier ----------------------------------- Director SALOMON SMITH BARNEY INC. Xx Xxxxxx Xixxxx ----------------------------------- Managing Director TERMS AGREEMENT November 2, 1999 Arizona Public Service Company 400 North Fifth Street Phoxxxx, Xxxxxxx 00000 Xxxxxxxxx: Xxxxxxxxx Xear Madam: Arizona Public Service Company (the "Company") hereby agrees to sell to the several Underwriters (the "Underwriters") listed in the Company's Prospectus Supplement (the "Prospectus Supplement") of even date herewith relating to $250,000,000 in aggregate principal amount of its Floating Rate Notes Due 2001 (the "Purchased Securities"), and the Underwriters hereby agree to purchase, severally and not jointly, at a purchase price of 99.80% of the principal amount thereof plus any accrued interest from the date of original issuance, the respective principal amounts of Purchased Securities set forth opposite the names of the Underwriters in the Prospectus Supplement. The sale of the Purchased Securities by the Company and the purchase thereof by the Underwriters shall be made on the basis of the representations, warranties, and agreements contained in the Underwriting Agreement (the "Underwriting Agreement"), dated November 2, 1999, relating to the issuance and sale of up to $275,000,000 of the Company's Securities under the Company's Indenture, and shall be subject to the terms and conditions set forth in such Underwriting Agreement. The provisions of the Underwriting Agreement are incorporated herein by reference. As contemplated by Section 3 of the Underwriting Agreement, certain terms of the Purchased Securities are described in the Prospectus Supplement. The Underwriters propose to offer the Purchased Securities to the public in the manner and upon the terms set out in the Prospectus Supplement. On November 8, 1999 the Company will deliver the Purchased Securities to the Underwriters in book-entry form through the facilities of The Depository Trust Company at the office of the Company, 400 North Fifth Street, Xxxxxxx, Xxxxxxx 00000, xxxxxxx xxxxxxx xx xxx xurchase price by transfer of funds by Fed Wire from the Underwriters to the Company's account at a bank in Phoenix, Arizona designated by the Company. Such purchase price will be deemed to have been received by the Company upon the Company's receipt of the Fed Wire reference number relating to such transfer of funds. Closing shall occur at the office of the Company, 400 North Fifth Street, Pxxxxxx, Xxxxxxx, xx 0:00 x.x. Xhoenix time, on November 8, 1999, or at such other time and date as the Underwriters and the Company may agree upon in writing, such time and date being referred to as the "Closing Date." All of the Purchased Securities referred to in this paragraph shall be in global form and registered in the name of Cede & Co. and deposited with The Depository Trust Company, as depositary. If the foregoing is acceptable to you, please sign below and transmit evidence of such signing to Chase Securities Inc. at your earliest convenience. At that point, the agreement signified hereby will constitute the Terms Agreement, as described in the Underwriting Agreement, with respect to the $250,000,000 of Purchased Securities referred to herein. All capitalized terms herein, not otherwise defined herein, are used as defined in the Underwriting Agreement. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute a single instrument. Very truly yours, CHASE SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION SALOMON SMITH BARNEY INC. By: CHASE SECURITIES INC. (As Representative of the Several Underwriters) By William Dexter Rogers ------------------------------ Managing Director Confirmed and accepted as of the date first above written. ARIZONA PUBLIC SERVICE COMPANY

IN COUNTERPART. This Agreement and any Terms Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute a single instrument. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, ARIZONA PUBLIC SERVICE COMPANY By Barbara M. Gomez --------------------------------- ---------------------------------- Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CHASE SECURITIES INC. By William Dexter Rogers ----------------------------------- Managing Director CREDIT SUISSE FIRST BOSTON CORPORATION By Reginald O. Frazier ----------------------------------- Director SALOMON SMITH BARNEY BARNEY, INC. Xx Xxxxxx Xixxxx ----------------------------------- Managing XXXX XX XXXXIXX XXXURITIES LLC J.P. MORGAN SECURITIES INC. Xx: XXXDIT SUISSE FIRST BOSTON CORPORATION (As Representative of the Several Underwriters) By: Joseph D. Fashano -------------------------------------- Director TERMS AGREEMENT November August 2, 1999 2000 Arizona Public Service Company 400 North Fifth Street Phoxxxx, Xxxxxxx 00000 Xxxxxxxxx: Xxxxxxxxx Xear MadamSir: Arizona Public Service Company (the "Company") hereby agrees to sell to the several Underwriters (the "Underwriters") listed in the Company's Prospectus Supplement (the "Prospectus Supplement") of even date herewith relating to $250,000,000 300,000,000 in aggregate principal amount of its Floating Rate 7 5/8% Notes Due 2001 2005 (the "Purchased Securities"), and the Underwriters hereby agree to purchase, severally and not jointly, at a purchase price of 99.8098.922% of the principal amount thereof plus any accrued interest from the date of original issuance, the respective principal amounts of Purchased Securities set forth opposite the names of the Underwriters in the Prospectus Supplement. The sale of the Purchased Securities by the Company and the purchase thereof by the Underwriters shall be made on the basis of the representations, warranties, and agreements contained in the Underwriting Agreement (the "Underwriting Agreement"), dated November August 2, 19992000, relating to the issuance and sale of up to $275,000,000 525,000,000 of the Company's Securities under the Company's Indenture, and shall be subject to the terms and conditions set forth in such Underwriting Agreement. The provisions of the Underwriting Agreement are incorporated herein by reference. As contemplated by Section 3 of the Underwriting Agreement, certain terms of the Purchased Securities are described in the Prospectus Supplement. The Underwriters propose to offer the Purchased Securities to the public in the manner and upon the terms set out in the Prospectus Supplement. On November 8August 7, 1999 2000 the Company will deliver the Purchased Securities to the Underwriters in book-entry form through the facilities of The the Depository Trust Company at the office of the Company, 400 North Fifth Street, XxxxxxxPxxxxxx, Xxxxxxx 00000, xxxxxxx xxxxxxx xx xxx xurchase purchase price by transfer of funds by Fed Wire from the Underwriters to the Company's account at a bank in Phoenix, Arizona designated by the Company. Such purchase price will be deemed to have been received by the Company upon the Company's receipt of the Fed Wire reference number relating to such transfer of funds. Closing shall occur at the office of the Company, 400 North Fifth Street, Pxxxxxx, Xxxxxxx, xx 0:00 x.x. Xhoenix Phoenix time, on November 8August 7, 19992000, or at such other time and date as the Underwriters and the Company may agree upon in writing, such time and date being referred to as the "Closing Date." All of the Purchased Securities referred to in this paragraph shall be in global form and registered in the name of Cede & Co. and deposited with The the Depository Trust Company, as depositary. If the foregoing is acceptable to you, please sign below and transmit evidence of such signing to Chase Securities Inc. Credit Suisse First Boston Corporation at your earliest convenience. At that point, the agreement signified hereby will constitute the Terms Agreement, as described in the Underwriting Agreement, with respect to the $250,000,000 300,000,000 of Purchased Securities referred to herein. All capitalized terms herein, not otherwise defined herein, are used as defined in the Underwriting Agreement. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute a single instrument. Very truly yours, CHASE SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION SALOMON SMITH BARNEY INC. By: CHASE BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. By: CREDIT SUISSE FIRST BOSTON CORPORATION (As Representative of the Several Underwriters) By William Dexter Rogers ------------------------------ Managing Joesph D. Fashano ------------------------------------ Director Confirmed and accepted as of the date first above written. ARIZONA PUBLIC SERVICE COMPANY

IN COUNTERPART. This Agreement and any Terms Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute a single instrument. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, ARIZONA PUBLIC SERVICE COMPANY By PINNACLE WEST CAPITAL CORPORATION By: Barbara M. Gomez --------------------------------- Treasurer The foregoing ------------------------------------ Name: Barbara M. Gomez Title: Trxxxxxxx Xxx xxregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CHASE SECURITIES INCSalomon Smith Barney Inc. Banc of America Securities LLC BNY Capital Mxxxxxx, Xxx. By William Dexter Rogers ----------------------------------- Managing Director CREDIT SUISSE FIRST BOSTON CORPORATION By Reginald O. Frazier ----------------------------------- Director SALOMON SMITH BARNEY INC. Xx Xxxxxx Xixxxx ----------------------------------- Managing Director Cxxxxx Suisse First Boston Corporation By: Yukari Saegusa ---------------------------------- (Salomon Smith Barney Inc.) TERMS AGREEMENT November 2March 21, 1999 Arizona Public Service Company 2001 Pinnacle West Capital Corporation 400 North Fifth Street PhoxxxxPhoenix, Xxxxxxx 00000 Xxxxxxxxx: Xxxxxxxxx Xear MadamDxxx Xxx: Arizona Public Service Company Xxxxxxxx Xxxx Xxxxxxx Xxxxxxxtion (the "Company") hereby agrees to sell to the several Underwriters (the "Underwriters") listed in the Company's Prospectus Supplement (the "Prospectus Supplement") of even date herewith relating to $250,000,000 300,000,000 in aggregate principal amount of its Floating Rate 6.40% Senior Notes Due 2001 due 2006 (the "Purchased Securities"), and the Underwriters hereby agree to purchase, severally and not jointly, at a purchase price of 99.8099.209% of the principal amount thereof plus any accrued interest from the date of original issuance, the respective principal amounts of Purchased Securities set forth opposite the names of the Underwriters in the Prospectus Supplement. The sale of the Purchased Securities by the Company and the purchase thereof by the Underwriters shall be made on the basis of the representations, warranties, and agreements contained in the Underwriting Agreement (the "Underwriting Agreement"), dated November 2March 21, 19992001, relating to the issuance and sale of up to $275,000,000 500,000,000 of the Company's Securities under the Company's Indenture, and shall be subject to the terms and conditions set forth in such Underwriting Agreement. The provisions of the Underwriting Agreement are incorporated herein by reference. As contemplated by Section 3 of the Underwriting Agreement, certain terms of the Purchased Securities are described in the Prospectus Supplement. The Underwriters propose to offer the Purchased Securities to the public in the manner and upon the terms set out in the Prospectus Supplement. On November 8March 27, 1999 2001 the Company will deliver the Purchased Securities to the Underwriters in book-entry form through the facilities of The the Depository Trust Company at the office of the Company, 400 North Fifth Street, XxxxxxxPhoenix, Xxxxxxx 00000Arizona 85004, xxxxxxx xxxxxxx against payment of xxx xxxxxxxx xxxxx xx xxx xurchase price by transfer of funds by Fed xxxxxxxx xx xxxxx xx Xxx Wire from the Underwriters to the Company's account at a bank in Phoenix, Arizona designated by the Company. Such purchase price will be deemed to have been received by the Company upon the Company's receipt of the Fed Wire reference number relating to such transfer of funds. Closing shall occur at the office of the Company, 400 North Fifth Street, PxxxxxxPhoenix, XxxxxxxArizona, at 8:00 a.m. Phoenix timx, xx 0:00 x.x. Xhoenix timeXxxxx 00, on November 80000, 1999, or at such xx xx xxxx other time and date as the Underwriters and the Company may agree upon in writing, such time and date being referred to as the "Closing Date." All of the Purchased Securities referred to in this paragraph shall be in global form and registered in the name of Cede & Co. and deposited with The the Depository Trust Company, as depositary. If the foregoing is acceptable to you, please sign below and transmit evidence of such signing to Chase Securities Salomon Smith Barney Inc. at your earliest convenience. At that pointxxxxx, the agreement xxx xxreement signified hereby will constitute the Terms Agreement, as described in the Underwriting Agreement, with respect to the $250,000,000 300,000,000 of Purchased Securities referred to herein. All capitalized terms herein, not otherwise defined herein, are used as defined in the Underwriting Agreement. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute a single instrument. Very truly yours, CHASE SECURITIES SALOMON SMITH BARNEY INC. BANC XX XXXXXXX XEXXXXXXES LLC BNY CAPITAL MARKETS, INC. CREDIT SUISSE FIRST BOSTON CORPORATION SALOMON SMITH BARNEY INC. By: CHASE SECURITIES INC. (As Representative Representatives of the Several Underwriters) By William Dexter Rogers ------------------------------ Managing Director By: Yukari Saegusa ------------------------------------ (Salomon Smith Barney Inc.) Confirmed and accepted as of the date first above writtenfirxx xxxxx xxxxtxx. ARIZONA PUBLIC SERVICE COMPANYXINNACLE WEST CAPITAL CORPORATION

IN COUNTERPART. This Agreement and any Terms Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute a single instrument. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, ARIZONA PUBLIC SERVICE COMPANY By Barbara M. Gomez --------------------------------- Michael V. Palmeri ----------------------------- Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CHASE SECURITIES INC. By William Dexter Rogers ----------------------------------- Managing Director CREDIT SUISSE FIRST BOSTON CORPORATION By Reginald O. Frazier ----------------------------------- Anne Schaumburg ------------------------ Managing Director PAINEWEBBER INCORPORATED By Peter Masco ------------------------ Managing Director SALOMON SMITH BARNEY INC. Xx Xxxxxx Xixxxx ----------------------------------- Managing Director Xxxx ------------------------ Vice President TERMS AGREEMENT November 2February 18, 1999 Arizona Public Service Company 400 North Fifth Street Phoxxxx, Xxxxxxx 00000 Xxxxxxxxx: Xxxxxxxxx Xear MadamSir: Arizona Public Service Company (the "Company") hereby agrees to sell to the several Underwriters (the "Underwriters") listed in the Company's Prospectus Supplement (the "Prospectus Supplement") of even date herewith relating to $250,000,000 125,000,000 in aggregate principal amount of its Floating Rate 5-7/8% Notes Due 2001 2004 (the "Purchased Securities"), and the Underwriters hereby agree to purchase, severally and not jointly, at a purchase price of 99.8099.351% of the principal amount thereof plus any accrued interest from the date of original issuance, the respective principal amounts of Purchased Securities set forth opposite the names of the Underwriters in the Prospectus Supplement. The sale of the Purchased Securities by the Company and the purchase thereof by the Underwriters shall be made on the basis of the representations, warranties, and agreements contained in the Underwriting Agreement (the "Underwriting Agreement"), dated November 2February 18, 1999, relating to the issuance and sale of up to $275,000,000 400,000,000 of the Company's Securities under the Company's Indenture, and shall be subject to the terms and conditions set forth in such Underwriting Agreement. The provisions of the Underwriting Agreement are incorporated herein by reference. As contemplated by Section 3 of the Underwriting Agreement, certain terms of the Purchased Securities are described in the Prospectus Supplement. The Underwriters propose to offer the Purchased Securities to the public in the manner and upon the terms set out in the Prospectus Supplement. On November 8February 23, 1999 the Company will deliver the Purchased Securities to the Underwriters in book-entry form through the facilities of The the Depository Trust Company at the office of the Company, 400 North Fifth Street, XxxxxxxPhxxxxx, Xxxxxxx 00000, xxxxxxx xxxxxxx xx xxx xurchase purchase price by transfer of funds by Fed Wire from the Underwriters to the Company's account at a bank in Phoenix, Arizona designated by the Company. Such purchase price will be deemed to have been received by the Company upon the Company's receipt of the Fed Wire reference number relating to such transfer of funds. Closing shall occur at the office of the Company, 400 North Fifth Street, Pxxxxxx, Xxxxxxx, xx 0:00 x.x. Xhoenix time, on November 8February 23, 1999, or at such other time and date as the Underwriters and the Company may agree upon in writing, such time and date being referred to as the "Closing Date." All of the Purchased Securities referred to in this paragraph shall be in global form and registered in the name of Cede & Co. and deposited with The the Depository Trust Company, as depositary. If the foregoing is acceptable to you, please sign below and transmit evidence of such signing to Chase Securities Inc. Credit Suisse First Boston Corporation at your earliest convenience. At that point, the agreement signified hereby will constitute the Terms Agreement, as described in the Underwriting Agreement, with respect to the $250,000,000 125,000,000 of Purchased Securities referred to herein. All capitalized terms herein, not otherwise defined herein, are used as defined in the Underwriting Agreement. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute a single instrument. Very truly yours, CHASE SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION PAINEWEBBER INCORPORATED SALOMON SMITH BARNEY INC. By: CHASE SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION (As Representative of the Several Underwriters) By William Dexter Rogers ------------------------------ Anne Schaumburg --------------------------- Managing Director Confirmed and accepted as of the date first above written. ARIZONA PUBLIC SERVICE COMPANY

IN COUNTERPART. This Agreement and any Terms Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute a single instrument. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, ARIZONA PUBLIC SERVICE COMPANY By Barbara M. Gomez --------------------------------- Treasurer The foregoing ------------------------------------- Name: Barbara M. Gomez Title: Trxxxxxxx Xxx xxregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CHASE SECURITIES INC. By William Dexter Rogers ----------------------------------- Managing Director CREDIT SUISSE FIRST BOSTON CORPORATION By Reginald O. Frazier ----------------------------------- Director SALOMON SMITH BARNEY INC. Xx Xxxxxx Xixxxx ----------------------------------- Managing Director Banc of America Securities LLC Salomon Smith Barney Inc. Credit Suisse First Boston Corporation BNY Xxxxxxx Xxxxxts, Inc. J.P. Morgan Securities Inc. TD Securities (USA) Inc. UBS Warburg LLC Xx: Xxxx of America Securities LLC Salomon Smith Barney Inc. (As Representatives of the Xxxxxxx Xxxxxwriters) By: Lily Chang By: Yukari Saegusa --------------------------------- ------------------------------------ TERMS AGREEMENT November 2February 26, 1999 2002 Arizona Public Service Company 400 North Fifth Street PhoxxxxPhoenix, Xxxxxxx 00000 Arizona 85004 Attention: Treasurer Xxxxxx xxx Xxxxxxxxx: Xxxxxxxxx Xear Madam: Arizona Public Service Xxxxxxx Xxxxxx Xervice Company (the "Company") hereby agrees to sell to the several Underwriters (the "Underwriters") listed in the Company's Prospectus Supplement (the "Prospectus Supplement") of even date herewith relating to $250,000,000 375,000,000 in aggregate principal amount of its Floating Rate 6.50% Notes Due 2001 due 2012 (the "Purchased Securities"), and the Underwriters hereby agree to purchase, severally and not jointly, at a purchase price of 99.8098.648% of the principal amount thereof plus any accrued interest from the date of original issuance, the respective principal amounts of Purchased Securities set forth opposite the names of the Underwriters in the Prospectus Supplement. The sale of the Purchased Securities by the Company and the purchase thereof by the Underwriters shall be made on the basis of the representations, warranties, and agreements contained in the Underwriting Agreement (the "Underwriting Agreement"), dated November 2February 26, 19992002, relating to the issuance and sale of up to $275,000,000 375,000,000 of the Company's Securities under the Company's Indenture, and shall be subject to the terms and conditions set forth in such Underwriting Agreement. The provisions of the Underwriting Agreement are incorporated herein by reference. As contemplated by Section 3 of the Underwriting Agreement, certain terms of the Purchased Securities are described in the Prospectus Supplement. The Underwriters propose to offer the Purchased Securities to the public in the manner and upon the terms set out in the Prospectus Supplement. On November 8March 1, 1999 2002 the Company will deliver the Purchased Securities to the Underwriters in book-entry form through the facilities of The Depository Trust Company at the office of the Company, 400 North Fifth Street, XxxxxxxPhoenix, Xxxxxxx 00000Arizona 85004, xxxxxxx xxxxxxx against payment ox xxx xxxxxxxx xxxxx xx xxx xurchase price by transfer of funds by Fed xxxxxxxx xx xxxxx xx Xxd Wire from the Underwriters to the Company's account at a bank in Phoenix, Arizona designated by the Company. Such purchase price will be deemed to have been received by the Company upon the Company's receipt of the Fed Wire reference number relating to such transfer of funds. Closing shall occur at the office of the Company, 400 North Fifth Street, PxxxxxxPhoenix, XxxxxxxArizona, at 8:00 a.m. Phoenix tixx, xx 0:00 x.x. Xhoenix timeXxxxx 0, on November 80000, 1999, or at such xx xx xxxx other time and date as the Underwriters and the Company may agree upon in writing, such time and date being referred to as the "Closing Date." All of the Purchased Securities referred to in this paragraph shall be in global form and registered in the name of Cede & Co. and deposited with The Depository Trust Company, as depositary. If the foregoing is acceptable to you, please sign below and transmit evidence of such signing to Chase Banc of America Securities LLC and Salomon Smith Barney Inc. at your earliest convenience. At that pointpoinx, the agreement signified xxx xxxxxxxnx xxxxified hereby will constitute the Terms Agreement, as described in the Underwriting Agreement, with respect to the $250,000,000 375,000,000 of Purchased Securities referred to herein. All capitalized terms herein, not otherwise defined herein, are used as defined in the Underwriting Agreement. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of such respective counterparts shall together constitute a single instrument. Very truly yours, CHASE SECURITIES INCBanc of America Securities LLC Salomon Smith Barney Inc. Credit Suisse Xxxxx Xxxxxx Corporation BNY Capital Markets, Inc. J.P. Morgan Securities Inc. TD Securitiex (XXX) Xxx. CREDIT SUISSE FIRST BOSTON CORPORATION SALOMON SMITH BARNEY INC. UBS Warburg LLC By: CHASE SECURITIES INC. Banc of America Securities LLC (As Representative of the Several Underwriters) By William Dexter Rogers ------------------------------ Managing Director By: Lily Chang ----------------------------------------------- By: Salomon Smith Barney Inc. (As Represxxxxxxxx xx xhx Xxxxral Underwriters) By: Yukari Saegusa ----------------------------------------------- Confirmed and accepted as of the date first above written. ARIZONA PUBLIC SERVICE COMPANY.