0000950147-97-000223 Sample Contracts

TERMS AGREEMENT ---------------
Terms Agreement • April 9th, 1997 • Arizona Public Service Co • Electric & other services combined

We offer to purchase, on and subject to the terms and conditions of the Distribution Agreement filed as an exhibit to the Company's registration statement on Form S-3 (No. 333-15379) ("Distribution Agreement"), the following Securities ("Notes") on the following terms:

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Second Supplemental Indenture • April 9th, 1997 • Arizona Public Service Co • Electric & other services combined
As trustee under Central Arizona Light and Power Company's Mortgage and Deed of Trust, Dated as of July 1, 1946.
Fifty-Fifth Supplemental Indenture • April 9th, 1997 • Arizona Public Service Co • Electric & other services combined
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