MUFG Union Bank, N. A. Commercial Loan Operations Supervisor Commercial Loan Operations 0000 Xxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000 Facsimile: 0-000-000-0000; 0-000-000-0000 E-Mail: #xxx_xxxx@xxxxxxxxx.xxx SunTrust Bank SunTrust Xxxxxxxx Xxxxxxxx, Inc. SunTrust Bank 0000 Xxxxxxxxx Xxxx Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: xxxxxx.xxxxxxx@xxxxxxxx.xxx
MUFG Union Bank, N. A. as a Lender MUFG Union Bank, N.A. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxx Tel. No. (000) 000-0000 E-mail: xxxxxxx@xx.xxxx.xx
MUFG Union Bank, N. A. hereby increases its Revolving Credit Commitment by $62,375,000.00 (thereby increasing MUFG Union Bank, N.A.’s Revolving Credit Commitment as of the Agreement Effective Date to a total of $101,375,000);
MUFG Union Bank, N. A. acts as trustee for the 2006 Certificates (the “2006 Trustee”) and as trustee for the 2015 Bonds (the “2015 Trustee”).
MUFG Union Bank, N. A. MUFG Union Bank, N.A. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000-0000 Facsimile: 000-000-0000; 000-000-0000 E-Mail: 0000000000@xxxx0000.xxxxx.xxx; xxxxxxxx@xx.xxxx.xx Truist Bank Truist Securities, Inc. Truist Bank 0000 Xxxxxxxxx Xxxx Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: Xxxxxx.xxxxxxx@xxxxxx.xxx Xxxxx Fargo Bank, National Association Xxxxx Fargo Bank, N.A. Wholesale Loan Services 0000 Xxxxxxxxxx Xxxx XXX X0000-000 Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail: xxxxx.xxxxxxxxx@xxxxxxxxxx.xxx With a cc to: xxxxxx.xxxxxxx@xxxxxxxxxx.xxx EXHIBIT A — FORM OF PROMISSORY NOTE ______________, 20__ FOR VALUE RECEIVED, the undersigned, ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation (the “Borrower”), hereby promises to pay to the order of _______ or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Advance from time to time made by the Lender to the Borrower pursuant to the Five-Year Credit Agreement dated as of May 28, 2021 among the Borrower, the Lender and certain other lenders parties thereto, Barclays Bank PLC, as Agent for the Lender and such other lenders, and the issuing banks and other agents party thereto (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on such date. The Borrower promises to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Agent for the account of the Lender in same day funds at the address and account specified on Schedule 8.02. Each Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Advances by the Lender to the Borrower from time to time...
MUFG Union Bank, N. A. (the “New Lender”) hereby confirms that it has received a copy of the Facility Documents and the exhibits related thereto, together with copies of the documents which were required to be delivered under the Agreement as a condition to the making of the Advances and other extensions of credit thereunder. The New Lender acknowledges and agrees that it has made and will continue to make, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, its own credit analysis and decisions relating to the Agreement. The New Lender further acknowledges and agrees that the Administrative Agent has not made any representations or warranties about the credit worthiness of the Borrower or any other party to the Agreement or any other Facility Document or with respect to the legality, validity, sufficiency or enforceability of the Agreement or any other Facility Document or the value of any security therefor. Except as otherwise provided in the Agreement, effective as of the date of acceptance hereof by the Administrative Agent, the New Lender (i) shall be deemed automatically to have become a party to the Agreement and the Lender Fee Letter and have all the rights and obligations of a “Lender” under the Agreement and the Lender Fee Letter as if it were an original signatory thereto and (ii) agrees to be bound by the terms and conditions set forth in the Agreement and the Lender Fee Letter as if it were an original signatory thereto. The New Lender shall deliver to the Administrative Agent such information and shall complete such forms as are reasonably requested of the New Lender by the Administrative Agent. The existing Lenders and New Lender each agree to reallocate its interests in the Advances outstanding on the date hereof between themselves so that each existing Lender and New Lender is then holding its relevant Percentage of outstanding Advances based on their Commitments as in effect after giving effect hereto (such reallocations shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith).
MUFG Union Bank, N. A., as a Joint Lead Arranger and Co-Syndication Agent and as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President [Signatures continue on following page.] [Signatures continued from previous page.] FIRST HAWAIIAN BANK, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President [Signatures continue on following page.] [Signatures continued from previous page.] EAST WEST BANK, as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: First Vice President [Signatures continue on following page.] [Signatures continued from previous page.] XXXXXXX BANK N.A., as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director [Signatures continue on following page.] [Signatures continued from previous page.] ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Authorized Signatory [Signatures continue on following page.] [Signatures continued from previous page.] AMERICAN SAVINGS BANK, FSB, as a Lender By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: First Vice President [Signatures continue on following page.] [Signatures continued from previous page.] COLUMBIA STATE BANK, as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: SVP SCHEDULE 1.1(A) COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES Part 1 - Commitments of Lenders Revolver Term Loan A-1 Term Loan A-2 Totals Lender Revolving Loan Commitment Pro Rata Share of Revolving Loan Commitment Term Loan A-1 Pro Rata Share of Term Loan A-1 Term Loan A-2 Pro Rata Share of Term Loan A-2 Total Commitment and Loan Pro Rata Share of Total Commitment and Loan CoBank, ACB $ 7,500,000 25.000000000 % — — $ 230,000,000 100 % $ 237,500,000 67.857142857 % Fifth Third Bank $ 4,500,000 15.000000000 % $ 18,000,000 20.000000000 % — — $ 22,500,000 6.428571429 % MUFG Union Bank, N.A. $ 4,500,000 15.000000000 % $ 18,000,000 20.000000000 % — — $ 22,500,000 6.428571429 % First Hawaiian Bank $ 4,000,000 13.333333333 % $ 16,000,000 17.777777778 % — — $ 20,000,000 5.714285714 % Xxxxxxx Bank, N.A. $ 3,000,000 10.000000000 % $ 12,000,000 13.333333333 % — — $ 15,000,000 4.285714286 % East West Bank $ 2,000,000 6.666666667 % $ 8,000,000 8.888888889 % — — $ 10,000,000 2.000000000 % Royal Bank of Canada $ 1,500,000 5.000000000 % $ 6,000,000 6.000000000 % — — $ 7,500,000 2.142857143 % American Savings Bank, FSB $ 1,500,000 5.000000000 % $ 6,000,000 6.666666667 % — — $ 7,500,000 2.142857143 % Columbia State Bank $ 1,500,000 5.000000000 % $ 6,000,000 6.66666666...
MUFG Union Bank, N. A.(f/k/a Union Bank, N.A.) By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President Active.15960279.9 CAPITAL ONE, N.A. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Sr. Vice President Active.15960279.9 SUNTRUST BANK By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President Active.00000000.9 BANK OF AMERICA, N.A. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director Active.15960279.9 JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Officer Active.15960279.9 DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President Active.15960279.9 XXXXXXX XXXXX BANK USA By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory Active.15960279.9 MACQUARIE BANK LIMITED By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Executive Director By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Division Director Active.15960279.9 XXXXXX XXXXXXX BANK, N.A. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory Active.15960279.9 BP ENERGY COMPANY By: /s/ Xxxx XxXxxxxxx Name: Xxxx XxXxxxxxx Title: Attorney-in-Fact Active.15960279.9 BNP PARIBAS By: /s/ Xxxxxx Xxxxxxxxxxxxxx Name: Xxxxxx XXXXXXXXXXXXXX Title: Director By: /s/ Xxxxxx Xxxxxx-Bouvet Name: Xxxxxx XXXXXX-BOUVET Title: Vice President Active.15960279.9
MUFG Union Bank, N. A., as Agent, a Lender and Swingline Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director CITY NATIONAL BANK, a national banking association, as a Lender and a Documentation Agent By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President UMPQUA BANK, as a Lender and a Documentation Agent By: /s/ Xxxxxxx XxXxxxxxx Name: Xxxxxxx XxXxxxxxx Title: Senior Vice President HITACHI CAPITAL AMERICA CORP., as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Credit Officer MUTUAL OF OMAHA BANK, as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Vice President
