Common use of Other Notices as Agent Clause in Contracts

Other Notices as Agent. Barclays Bank PLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Kaniampuram Telephone: (000) 000-0000 Email: xxxx.xxxxxxxxxxx@xxxxxxxx.xxx ISSUING BANKS: Barclays Bank PLC Barclays Bank PLC 0000 Xxxxx Xxxxxx Xxx Xxxx Metro Campus, Xxx Xxxx, XX 00000, XXX Attn. Letters of Credit / Xxxx Xxxxxxxx Facsimile (000) 000-0000 Telephone (000) 000-0000 Email xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Mizuho Bank, Ltd. Mizuho Bank, Ltd. 1800 Plaza Ten Harborside Financial Ctr. Xxxxxx Xxxx, XX 00000 Attention: Xxxxxxxx Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Email: Xxx_Xxxxx@xxxxxxxxxx.xxx Xxxxx Fargo Bank, National Association Xxxxx Fargo Bank, National Association Corporate Banking - Utility and Power Group 00 X. Xxxxxxx Xxxxxx, 0xx Xxxxx Mail Code: X0000-000 Xxxxxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxxx Telephone: 000.000.0000 Facsimile: 612.316.0506 E-mail: xxxxxxx.x.xxxxxxx@xxxxxxxxxx.xxx JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. 00 Xxxxx Xxxxxxxx, 0xx Xxxxx Mail Code: IL1-0364 Xxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: xxxxx.x.xxxxxx@xxxxxxxx.xxx With a cc to: xxx.xxxxxxxxx.xxx@xxxxxxxx.xxx Bank of America, N.A. Bank of America, N.A. 000 X. Xxxxx Street Charlotte, NC 28255-0001 Attention: Xxxxxxx X. Xxxxxxx, III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: xxxxxxx.xxxxxxx@xxxx.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

Other Notices as Agent. Barclays Bank PLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Kaniampuram Xxxxxx Xxxxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Email: xxxx.xxxxxxxxxxx@xxxxxxxx.xxx Xxxxxx.xxxxx@xxxxxx.xxx Barclays Bank PLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxxxxxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Email: Xxxxxxx.xxxxxxxxxx@xxxxxx.xxx ISSUING BANKS: Barclays Bank PLC Barclays Bank PLC 0000 Xxxxx 000 Xxxx Xxxxxx Xxx Xxxx Metro Campus, Xxx Xxxx, XX 00000, XXX 00000 Attn. Letters of Credit / Xxxx Xxxxxxxx Facsimile (000) 000-0000 Telephone (000) 000-0000 Email xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Mizuho Bank, Ltd. Mizuho Bank, Ltd. 1800 Plaza Ten Harborside Financial Ctr. Xxxxxx Xxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxxx.xxx The Royal Bank of Scotland plc The Royal Bank of Scotland plc 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxxxxx Xxxxxx TelephoneFacsimile: (000-) 000-0000 FacsimileTelephone: (000-) 000-0000 Email: Xxx_Xxxxx@xxxxxxxxxx.xxx xxxxxxx.xxxxxx@xxx.xxx and Attention: Xxxxxxxxx Major Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Email: xxxxxxxxx.xxxxx@xxx.xxx Xxxxx Fargo Bank, National Association Xxxxx Fargo Bank, National Association Corporate Banking - Utility and Power Group 00 X. Xxxxxxx 0000 XX 0xx Xxxxxx, 0xx Xxxxx Mail Code: X0000MAC P6101-000 Xxxxxxxxxxx076 Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxxx Telephone: 000.000.0000 Facsimile: 612.316.0506 E-mail: xxxxxxx.x.xxxxxxx@xxxxxxxxxx.xxx JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. 00 Xxxxx Xxxxxxxx, 0xx Xxxxx Mail Code: IL1-0364 Xxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxx Xxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: xxxxx.x.xxxxxx@xxxxxxxx.xxx With a cc toxxxx.xxxxxxxx@xxxxxxxxxx.xxx EXHIBIT A — FORM OF PROMISSORY NOTE , 20 FOR VALUE RECEIVED, the undersigned, PINNACLE WEST CAPITAL CORPORATION, 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 November 4, 2011 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 in an aggregate amount not to exceed at any time the Lender’s Unused Commitment, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Promissory Note and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. PINNACLE WEST CAPITAL CORPORATION By Name: xxx.xxxxxxxxx.xxx@xxxxxxxx.xxx Title: ADVANCES AND PAYMENTS OF PRINCIPAL Date Amount of Advance Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By EXHIBIT B — FORM OF NOTICE OF BORROWING Barclays Bank of AmericaPLC, N.A. Bank of America, N.A. 000 X. Xxxxx Street Charlotte, NC 28255-0001 as Agent for the Lenders parties to the Credit Agreement referred to below Attention: Xxxxxxx X. XxxxxxxBank Loan Syndications Department [Date] Ladies and Gentlemen: The undersigned, III Telephone: Pinnacle West Capital Corporation, refers to the Five-Year Credit Agreement, dated as of November 4, 2011 (000as amended or modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto, Barclays Bank PLC, as Agent for said Lenders and the Issuing Banks and other agents party thereto, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) 000-0000 Facsimile: (000as required by Section 2.02(a) 000-0000 E-mail: xxxxxxx.xxxxxxx@xxxx.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.xxxof the Credit Agreement:

Other Notices as Agent. Barclays Bank PLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Kaniampuram Xxxxxx Xxxxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Email: xxxx.xxxxxxxxxxx@xxxxxxxx.xxx Xxxxxx.xxxxx@xxxxxx.xxx Barclays Bank PLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxxxxxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Email: Xxxxxxx.xxxxxxxxxx@xxxxxx.xxx ISSUING BANKS: Barclays Bank PLC Barclays Bank PLC 0000 Xxxxx 000 Xxxx Xxxxxx Xxx Xxxx Metro Campus, Xxx Xxxx, XX 00000, XXX 00000 Attn. Letters of Credit / Xxxx Xxxxxxxx Facsimile (000) 000-0000 Telephone (000) 000-0000 Email xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Mizuho Bank, Ltd. Mizuho Bank, Ltd. 1800 Plaza Ten Harborside Financial Ctr. Xxxxxx Xxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxxx.xxx The Royal Bank of Scotland plc The Royal Bank of Scotland plc 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxxxxx Xxxxxx TelephoneFacsimile: (000-) 000-0000 FacsimileTelephone: (000-) 000-0000 Email: Xxx_Xxxxx@xxxxxxxxxx.xxx xxxxxxx.xxxxxx@xxx.xxx and Attention: Xxxxxxxxx Major Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Email: xxxxxxxxx.xxxxx@xxx.xxx Xxxxx Fargo Bank, National Association Xxxxx Fargo Bank, National Association Corporate Banking - Utility and Power Group 00 X. Xxxxxxx 0000 XX 0xx Xxxxxx, 0xx Xxxxx Mail Code: X0000MAC P6101-000 Xxxxxxxxxxx076 Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxxx Telephone: 000.000.0000 Facsimile: 612.316.0506 E-mail: xxxxxxx.x.xxxxxxx@xxxxxxxxxx.xxx JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. 00 Xxxxx Xxxxxxxx, 0xx Xxxxx Mail Code: IL1-0364 Xxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxx Xxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: xxxxx.x.xxxxxx@xxxxxxxx.xxx With a cc toxxxx.xxxxxxxx@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 November 4, 2011 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 in an aggregate amount not to exceed at any time the Lender’s Unused Commitment, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Promissory Note and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ARIZONA PUBLIC SERVICE COMPANY By Name: xxx.xxxxxxxxx.xxx@xxxxxxxx.xxx Title: ADVANCES AND PAYMENTS OF PRINCIPAL Date Amount of Advance Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By EXHIBIT B — FORM OF NOTICE OF BORROWING Barclays Bank of AmericaPLC, N.A. Bank of America, N.A. 000 X. Xxxxx Street Charlotte, NC 28255-0001 as Agent for the Lenders parties to the Credit Agreement referred to below Attention: Xxxxxxx X. XxxxxxxBank Loan Syndications Department [Date] Ladies and Gentlemen: The undersigned, III Telephone: Arizona Public Service Company, refers to the Five-Year Credit Agreement, dated as of November 4, 2011 (000as amended or modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto, Barclays Bank PLC, as Agent for said Lenders and the Issuing Banks and other agents party thereto, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) 000-0000 Facsimile: (000as required by Section 2.02(a) 000-0000 E-mail: xxxxxxx.xxxxxxx@xxxx.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.xxxof the Credit Agreement:

Other Notices as Agent. Barclays Bank PLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxx Facsimile: 000.000.0000 Telephone: 000.000.0000 Email: Xxxxxx.xxxxx@xxxxxx.xxx Barclays Bank PLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxxxxxx Facsimile: 000.000.0000 Telephone: 000.000.0000 Email: Xxxxxxx.xxxxxxxxxx@xxxxxx.xxx ISSUING BANKS: Barclays Bank PLC Barclays Bank PLC 000 Xxxx Kaniampuram Xxxxxx Xxx Xxxx, XX 00000 Attn. Letters of Credit / Xxxx Xxxxxxxx Fax (000) 000 0000 Phone (000) 000-0000 Email xxxxxxxxxxxxxxxxx@xxxxxxxxxxxxxx.xxx Credit Xxxxxx XX, Xxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxx XX, Xxxxxx Xxxxxxx Branch 0000 Xxxxx Xxxxxxxx Drive P.O. Box 110047 Research Xxxxxxxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Email: xxxx.xxxxxxxxxxx@xxxxxxxx.xxx ISSUING BANKS: Xxxxxxx.Xxxxx@xxxxxx-xxxxxx.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 Four-Year Credit Agreement dated as of February 14, 2011 among the Borrower, the Lender and certain other lenders parties thereto, Barclays Bank PLC 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 in an aggregate amount not to exceed at any time the Lender’s Unused Commitment, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Promissory Note and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ARIZONA PUBLIC SERVICE COMPANY By: Name: Title: ADVANCES AND PAYMENTS OF PRINCIPAL Amount of Amount of Principal Unpaid Principal Notation Date Advance Paid or Prepaid Balance Made By EXHIBIT B — FORM OF NOTICE OF BORROWING Barclays Bank PLC 0000 Xxxxx Xxxxxx Xxx Xxxx Metro CampusPLC, Xxx Xxxx, XX 00000, XXX Attn. Letters of as Agent for the Lenders parties to the Credit / Xxxx Xxxxxxxx Facsimile (000) 000-0000 Telephone (000) 000-0000 Email xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Mizuho Bank, Ltd. Mizuho Bank, Ltd. 1800 Plaza Ten Harborside Financial Ctr. Xxxxxx Xxxx, XX 00000 Agreement referred to below Attention: Xxxxxxxx Xxxxxx TelephoneBank Loan Syndications Department [Date] Ladies and Gentlemen: 000The undersigned, Arizona Public Service Company, refers to the Four-000-0000 Facsimile: 000-000-0000 Email: Xxx_Xxxxx@xxxxxxxxxx.xxx Xxxxx Fargo BankYear Credit Agreement, National Association Xxxxx Fargo Bankdated as of February 14, National Association Corporate Banking - Utility 2011 (as amended or modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto, Barclays Bank PLC, as Agent for said Lenders and Power Group 00 X. Xxxxxxx Xxxxxxthe Issuing Banks and other agents party thereto, 0xx Xxxxx Mail Code: X0000-000 Xxxxxxxxxxxand hereby gives you notice, XX 00000 Attention: Xxxxxxx X. Xxxxxxx Telephone: 000.000.0000 Facsimile: 612.316.0506 E-mail: xxxxxxx.x.xxxxxxx@xxxxxxxxxx.xxx JPMorgan Chase Bankirrevocably, N.A. JPMorgan Chase Bankpursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, N.A. 00 Xxxxx Xxxxxxxx, 0xx Xxxxx Mail Code: IL1-0364 Xxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxx Telephone: and in that connection sets forth below the information relating to such Borrowing (000the “Proposed Borrowing”) 000-0000 Facsimile: (000as required by Section 2.02(a) 000-0000 E-mail: xxxxx.x.xxxxxx@xxxxxxxx.xxx With a cc to: xxx.xxxxxxxxx.xxx@xxxxxxxx.xxx Bank of America, N.A. Bank of America, N.A. 000 X. Xxxxx Street Charlotte, NC 28255-0001 Attention: Xxxxxxx X. Xxxxxxx, III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: xxxxxxx.xxxxxxx@xxxx.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.xxxthe Credit Agreement:

Other Notices as Agent. Barclays Bank PLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Kaniampuram Xxxxxx Xxxxx / Xxxxxx Xxx Facsimile: (000) 000-0000 Telephone: 212) 000-0000 / (000) 000-0000 Email: xxxx.xxxxxxxxxxx@xxxxxxxx.xxx Xxxxxx.xxxxx@xxxxxxxx.xxx / Xxxxxx.xxx@xxxxxxxx.xxx ISSUING BANKS: Barclays Bank PLC Barclays Bank PLC 0000 Xxxxx 000 Xxxx Xxxxxx Xxx Xxxx Metro Campus, Xxx Xxxx, XX 00000, XXX 00000 Attn. Letters of Credit / Xxxx Xxxxxxxx Facsimile (000) 000-0000 Telephone (000) 000-0000 Email xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Mizuho Bank, Ltd. Mizuho Bank, Ltd. 1800 Plaza Ten Harborside Financial Ctr. Xxxxxx XxxxThe Royal Bank of Scotland plc The Royal Bank of Scotland plc 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxxxxx Xxxxxx TelephoneFacsimile: (000-) 000-0000 FacsimileTelephone: (000-) 000-0000 Email: Xxx_Xxxxx@xxxxxxxxxx.xxx xxxxxxx.xxxxxx@xxx.xxx and Attention: Xxxxxxxxx Major Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Email: xxxxxxxxx.xxxxx@xxx.xxx Xxxxx Fargo Bank, National Association Xxxxx Fargo Bank, National Association Corporate Banking - Utility and Power Group 00 X. Xxxxxxx 0000 XX 0xx Xxxxxx, 0xx Xxxxx Mail Code: X0000MAC P6101-000 Xxxxxxxxxxx076 Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxxx Xxxx Xxxxxxxx Telephone: 000.000.0000 (000) 000-0000 Facsimile: 612.316.0506 (000) 000-0000 E-mail: xxxxxxx.x.xxxxxxx@xxxxxxxxxx.xxx xxxx.xxxxxxxx@xxxxxxxxxx.xxx JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. 00 Xxxxx Xxxxxxxx, 0xx Xxxxx Mail Code: IL1-0364 0090 Xxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: xxxxx.x.xxxxxx@xxxxxxxx.xxx With a cc to: xxx.xxxxxxxxx.xxx@xxxxxxxx.xxx Bank of America, N.A. Bank of America, N.A. 000 X. Xxxxx Street Charlotte, NC 28255-0001 Attention: Xxxxxxx X. Xxxxxxx, III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 E-mail: xxxxxxx.xxxxxxx@xxxx.xxx SunTrust 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 April 9, 2013 among the Borrower, the Lender and certain other lenders parties thereto, Barclays Bank SunTrust Xxxxxxxx XxxxxxxxPLC, Inc. SunTrust 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 in an aggregate amount not to exceed at any time the Lender’s Unused Commitment, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Promissory Note and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ARIZONA PUBLIC SERVICE COMPANY By Name: Title: ADVANCES AND PAYMENTS OF PRINCIPAL Date Amount of Advance Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By EXHIBIT B — FORM OF NOTICE OF BORROWING Barclays Bank 0000 Xxxxxxxxx Xxxx XxxxxxxPLC, XX 00000 as Agent for the Lenders parties to the Credit Agreement referred to below Attention: Xxxxxx Xxxxxxx TelephoneBank Loan Syndications Department [Date] Ladies and Gentlemen: The undersigned, Arizona Public Service Company, refers to the Five-Year Credit Agreement, dated as of April 9, 2013 (000as amended or modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto, Barclays Bank PLC, as Agent for said Lenders and the Issuing Banks and other agents party thereto, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) 000-0000 Facsimile: (000as required by Section 2.02(a) 000-0000 E-mail: xxxxxx.xxxxxxx@xxxxxxxx.xxxof the Credit Agreement: