Arizona Public Service Co Sample Contracts

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Indenture • February 28th, 2002 • Arizona Public Service Co • Electric & other services combined
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ARIZONA PUBLIC SERVICE COMPANY SECURITIES UNDERWRITING AGREEMENT
Underwriting Agreement • February 22nd, 1999 • Arizona Public Service Co • Electric & other services combined
RECITALS
Memorandum of Agreement • May 15th, 1998 • Arizona Public Service Co • Electric & other services combined
SETTLEMENT AGREEMENT
Settlement Agreement • May 19th, 1999 • Arizona Public Service Co • Electric & other services combined
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Arizona Public Service Co • November 1st, 1996 • Electric & other services combined • New York
Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939:
Arizona Public Service Co • November 20th, 1995 • Electric & other services combined • New York
Exhibit 1.1 ARIZONA PUBLIC SERVICE COMPANY SECURITIES UNDERWRITING AGREEMENT
Underwriting Agreement • July 2nd, 2003 • Arizona Public Service Co • Electric & other services combined
Exhibit 1.1 ARIZONA PUBLIC SERVICE COMPANY FIRST MORTGAGE BONDS UNDERWRITING AGREEMENT
Underwriting Agreement • June 20th, 2002 • Arizona Public Service Co • Electric & other services combined
Exhibit 1.1 ARIZONA PUBLIC SERVICE COMPANY SECURITIES UNDERWRITING AGREEMENT
Arizona Public Service Co • October 4th, 2001 • Electric & other services combined
AGREEMENT of
Supplemental Agreement • May 15th, 1998 • Arizona Public Service Co • Electric & other services combined
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Indenture • May 9th, 2003 • Arizona Public Service Co • Electric & other services combined
U.S. $200,000,000 FIVE-YEAR CREDIT AGREEMENT Dated as of May 9, 2014 among PINNACLE WEST CAPITAL CORPORATION, as Borrower, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC, as Agent and Issuing Bank, THE ROYAL BANK OF SCOTLAND PLC as Syndication Agent, THE...
Credit Agreement • July 31st, 2014 • Arizona Public Service Co • Electric & other services combined • New York

Effective Date: , 20 [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

ARIZONA PUBLIC SERVICE COMPANY $400,000,000 6.35% Notes due 2032 UNDERWRITING AGREEMENT
Underwriting Agreement • November 8th, 2022 • Arizona Public Service Co • Electric & other services combined • New York

Expected Ratings (Moody’s / S&P / Fitch): __ (__) / __ (__) / __ (__) Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

A G R E E M E N T S: - - - - - - - - - -
Decommissioning Trust Agreement • March 28th, 1997 • Arizona Public Service Co • Electric & other services combined
U.S. $200,000,000 SECOND AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT Dated as of April 10, 2023 among PINNACLE WEST CAPITAL CORPORATION, as Borrower, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC, as Agent and Issuing Bank, MIZUHO BANK, LTD. and...
Year Credit Agreement • April 10th, 2023 • Arizona Public Service Co • Electric & other services combined • New York

The Borrower, the banks, financial institutions party thereto and other institutional lenders party thereto (collectively, the “Existing Lenders”), the issuing banks party thereto (collectively, the “Existing Issuing Banks”), Barclays Bank PLC, as Agent for the Existing Lenders, Mizuho Bank, Ltd., as Syndication Agent and the other agents party thereto, are parties to that certain Amended and Restated Five-Year Credit Agreement, dated as of May 28, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), whereby the Existing Lenders made certain advances (collectively, the “Existing Advances”) to, and the Existing Issuing Banks issued letters of credit for the benefit of (collectively, the “Existing Letters of Credit”), the Borrower.

TERM LOAN AGREEMENT
Term Loan Agreement • February 22nd, 2019 • Arizona Public Service Co • Electric & other services combined • New York

PINNACLE WEST CAPITAL CORPORATION, an Arizona corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, the other Lenders (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders, agree as follows:

U.S. $500,000,000 AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT Dated as of May 28, 2021 among ARIZONA PUBLIC SERVICE COMPANY, as Borrower, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC, as Agent and Issuing Bank, MIZUHO BANK, LTD., as Syndication...
Credit Agreement • August 5th, 2021 • Arizona Public Service Co • Electric & other services combined • New York

The Borrower, the banks, financial institutions party thereto and other institutional lenders party thereto (collectively, the “Existing Lenders”), the issuing banks party thereto (collectively, the “Existing Issuing Banks”), Barclays Bank PLC, as Agent for the Existing Lenders, Mizuho Bank, Ltd., as Syndication Agent and the other agents party thereto, are parties to that certain Five-Year Credit Agreement, dated as of July 12, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), whereby the Existing Lenders made certain advances (collectively, the “Existing Advances”) to, and the Existing Issuing Banks issued letters of credit for the benefit of (collectively, the “Existing Letters of Credit”), the Borrower.

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PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • February 24th, 2021 • Arizona Public Service Co • Electric & other services combined

THIS AWARD AGREEMENT is made and entered into as of ____________ (the “Date of Grant”), by and between Pinnacle West Capital Corporation (the “Company”), and _________________ (“Employee”).

UNDERWRITING AGREEMENT
Arizona Public • August 9th, 2018 • Arizona Public Service Co • Electric & other services combined • New York

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

RECITALS:
Agreement of Resignation • October 24th, 1995 • Arizona Public Service Co • Electric & other services combined
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
Key Executive Employment and Severance Agreement • November 6th, 2007 • Arizona Public Service Co • Electric & other services combined • Arizona

THIS AGREEMENT, made and entered into as of the ___day of , 2007, by and between Pinnacle West Capital Corporation, an Arizona corporation (hereinafter referred to as the “Company”) and (hereinafter referred to as the “Executive”):

ARIZONA PUBLIC SERVICE COMPANY UNDERWRITING AGREEMENT
Underwriting Agreement • December 21st, 2004 • Arizona Public Service Co • Electric & other services combined • New York
U.S. $1,250,000,000 FIVE-YEAR CREDIT AGREEMENT Dated as of April 10, 2023 among ARIZONA PUBLIC SERVICE COMPANY, as Borrower, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC, as Agent and Issuing Bank, MIZUHO BANK, LTD. and WELLS FARGO BANK, NATIONAL...
Assignment and Assumption • April 10th, 2023 • Arizona Public Service Co • Electric & other services combined • New York

ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) and initial issuing banks (the “Initial Issuing Banks”) listed on the signature pages hereof, the other Lenders (as hereinafter defined), BARCLAYS BANK PLC, as Agent for the Lenders (as hereinafter defined), MIZUHO BANK, LTD. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, BARCLAYS BANK PLC and MIZUHO BANK, LTD., as Co-Sustainability Structuring Agents and BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., MUFG BANK, LTD., PNC BANK, NATIONAL ASSOCIATION and TRUIST BANK, as Co-Documentation Agents, agree as follows:

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 1st, 2019 • Arizona Public Service Co • Electric & other services combined

THIS AWARD AGREEMENT is made and entered into as of ____________________ (the "Date of Grant"), by and between Pinnacle West Capital Corporation (the "Company"), and ____________________ ("Employee").

BETWEEN
Transmission Agreement • March 29th, 1996 • Arizona Public Service Co • Electric & other services combined
PERFORMANCE SHARE AGREEMENT UNDER THE PINNACLE WEST CAPITAL CORPORATION 2007 LONG-TERM INCENTIVE PLAN
Performance Share Agreement • August 7th, 2008 • Arizona Public Service Co • Electric & other services combined • Arizona

THIS AWARD AGREEMENT is made and entered into as of (the “Date of Grant”), by and between Pinnacle West Capital Corporation (the “Company”), and (“Employee”).

RESTRICTED STOCK AGREEMENT UNDER THE PINNACLE WEST CAPITAL CORPORATION 2007 LONG-TERM INCENTIVE PLAN
Restricted Stock Agreement • August 7th, 2008 • Arizona Public Service Co • Electric & other services combined • Arizona

THIS AWARD AGREEMENT is made and entered into as of (the “Date of Grant”), by and between Pinnacle West Capital Corporation (the “Company”), and «Name» (“Employee”).

364-DAY TERM LOAN AGREEMENT
Day Term Loan Agreement • May 8th, 2020 • Arizona Public Service Co • Electric & other services combined • New York

PINNACLE WEST CAPITAL CORPORATION, an Arizona corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, the other Lenders (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, as Agent for the Lenders, agree as follows:

DISCRETIONARY CREDIT AWARD AGREEMENT
Discretionary Credit Award Agreement • February 27th, 2023 • Arizona Public Service Co • Electric & other services combined

This Discretionary Credit Award Agreement (the “Agreement”) is entered into by and between Arizona Public Service Company (“APS”) and Jacob Tetlow (“Employee”).

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