Exhibit 10.11.5
 Execution Version
 CUSIP Number: 723485AE8
 THREE-YEAR CREDIT AGREEMENT    PINNACLE WEST CAPITAL CORPORATION,  as Borrower
 THE LENDERS PARTY HERETO,
 BANK OF AMERICA, N.A.  as Agent and Issuing Bank  WELLS FARGO BANK, NATIONAL ASSOCIATION  as Co-Syndication Agent and Issuing Bank  BARCLAYS CAPITAL   CREDIT SUISSE, CAYMAN ISLANDS BRANCH  as Co-Syndication Agents  BANC OF AMERICA SECURITIES LLC,
WELLS FARGO SECURITIES, LLC,
BARCLAYS CAPITAL   CREDIT SUISSE SECURITIES (USA) LLC  as Joint Lead Arrangers   BANC OF AMERICA SECURITIES LLC,   WELLS FARGO SECURITIES, LLC,  as Joint Book Runners




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TABLE OF CONTENTS
 ARTICLE IDEFINITIONS AND ACCOUNTING TERMSSection 1.01 Certain Defined Terms
    
    
    1Section 1.02 Other Interpretive Provisions
    
    
    15Section 1.03 Accounting Terms
    
    
    16Section 1.04 Rounding
    
    
    16Section 1.05 Times of Day
    
    
    16ARTICLE IIAMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDITSection 2.01 The Advances and Letters of Credit
    
    
    16Section 2.02 Making the Advances
    
    
    17Section 2.03 Letters of Credit
    
    
    18Section 2.04 Fees
    
    
    26Section 2.05 Optional Termination or Reduction of the Commitments
    
    
    27Section 2.06 Repayment of Advances
    
    
    28Section 2.07 Interest on Advances
    
    
    28Section 2.08 Interest Rate Determination
    
    
    29Section 2.09 Optional Conversion of Advances
    
    
    30Section 2.10 Prepayments of Advances
    
    
    30Section 2.11 Increased Costs
    
    
    31Section 2.12 Illegality
    
    
    33Section 2.13 Payments and Computations
    
    
    33Section 2.14 Taxes
    
    
    34Section 2.15 Sharing of Payments, Etc.
    
    
    38Section 2.16 Evidence of Debt
    
    
    39Section 2.17 Use of Proceeds
    
    
    39Section 2.18 Increase in the Aggregate Revolving Credit Commitments
    
    
    39Section 2.19 Affected Lenders
    
    
    41Section 2.20 Replacement of Lenders
    
    
    42ARTICLE IIICONDITIONS PRECEDENTSection 3.01 Conditions Precedent to Effectiveness
    
    
    43Section 3.02 Conditions Precedent to Each Credit Extension and Commitment Increase
    
    
    44Section 3.03 Determinations Under Section 3.01
    
    
    45




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ARTICLE IVREPRESENTATIONS AND WARRANTIESSection 4.01 Representations and Warranties of the Borrower
    
    
    45ARTICLE VCOVENANTS OF THE BORROWERSection 5.01 Affirmative Covenants
    
    
    48Section 5.02 Negative Covenants
    
    
    51Section 5.03 Financial Covenant
    
    
    52ARTICLE VIEVENTS OF DEFAULTSection 6.01 Events of Default
    
    
    53Section 6.02 Actions in Respect of Letters of Credit upon Default
    
    
    55ARTICLE VIITHE AGENTSection 7.01 Appointment and Authority
    
    
    56Section 7.02 Rights as a Lender
    
    
    56Section 7.03 Exculpatory Provisions
    
    
    56Section 7.04 Reliance by Agent
    
    
    57Section 7.05 Delegation of Duties
    
    
    57Section 7.06 Resignation of Agent
    
    
    57Section 7.07 Non-Reliance on Agent and Other Lenders
    
    
    58Section 7.08 No Other Duties, Etc.
    
    
    58Section 7.09 Issuing Banks
    
    
    58ARTICLE VIIIMISCELLANEOUSSection 8.01 Amendments, Etc.
    
    
    59Section 8.02 Notices, Etc.
    
    
    59Section 8.03 No Waiver; Cumulative Remedies; Enforcement
    
    
    61Section 8.04 Costs and Expenses; Indemnity; Damage Waiver
    
    
    62Section 8.05 Right of Set-off
    
    
    64Section 8.06 Binding Effect
    
    
    64Section 8.07 Successors and Assigns
    
    
    64Section 8.08 Confidentiality
    
    
    68Section 8.09 Governing Law
    
    
    69




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Section 8.10 Counterparts; Integration; Effectiveness
    
    
    69Section 8.11 Jurisdiction, Etc.
    
    
    69Section 8.12 Payments Set Aside
    
    
    69Section 8.13 Patriot Act
    
    
    70Section 8.14 Waiver of Jury Trial
    
    
    70Section 8.15 No Advisory or Fiduciary Responsibility
    
    
    70Section 8.16 Survival of Representations and Warranties
    
    
    71Section 8.17 Severability
    
    
    71




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Borrower Initial Lenders Initial Issuing Banks Arrangers
   ARTICLE I
 DEFINITIONS AND ACCOUNTING TERMS
 Certain Defined Terms
 Administrative Questionnaire
 Type
 Affected Lender
  1




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Affiliate
 Agent
 Agents Account
 Agents Office
 Applicable Lending Office
  2




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Applicable Rate
 Public Debt Rating
    
    
    
    
    
    Eurodollar RateS&P/Moodys
    
    Base Rate Advances
    
    
    Advances
    
    
    Commitment FeeLevel 1
≥ BBB+/Baa1
    
    
    1.500
    %
    
    
    2.500
    %
    
    
    0.375
    %Level 2
< Level 1 but ≥
BBB/Baa2
    
    
    1.750
    %
    
    
    2.750
    %
    
    
    0.500
    %Level 3
< Level 2 but ≥
BBB-/Baa3
    
    
    2.000
    %
    
    
    3.000
    %
    
    
    0.625
    %Level 4
< Level 3 but ≥
BB+/Ba1
    
    
    2.500
    %
    
    
    3.500
    %
    
    
    0.750
    %Level 5
< Level 4
    
    
    3.000
    %
    
    
    4.000
    %
    
    
    1.000
    %
 Approved Fund
 APS
 Arrangers
 Assignee Group
 Assignment and Assumption Exhibit C
 Assuming Lender
 Assumption Agreement
 Authorized Officer
 Available Amount
 Bank of America
  3




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Base Rate
     Base Rate Advance
 Borrower
 Borrower Information
 Borrowing
 Business Day
 Capital Lease Obligations
 Change in Law
  4




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Commitment
 Commitment Date
 Commitment Increase
 Consolidated
 Consolidated Indebtedness
 Consolidated Net Worth plus minus
 Consolidated Subsidiary
 Convert Conversion Converted
 Credit Extension
 Debtor Relief Laws
 Default
 Dollars $
 Domestic Lending Office
 Effective Date
  5




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Eligible Assignee
 Environmental Action
 Environmental Law
 Environmental Permit
 ERISA
 ERISA Affiliate
 ERISA Event
 Eurodollar Lending Office
  6




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Eurodollar Rate
 BBA LIBOR
  Eurodollar Rate Advance
 Events of Default
 Excluded Taxes
  7




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Federal Funds Rate provided
 Fee Letters
 Foreign Lender
 Fund
 GAAP
 Governmental Authority
  8




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Guarantee provided Guarantee
 Hazardous Materials
 Hedge Agreement
 Increase Date
 Increasing Lender
 Indebtedness
 Indemnified Taxes
 Initial Issuing Banks
 Initial Lenders
 Interest Period
  9




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provided however
   provided however
  Internal Revenue Code
 IRS
 ISP
 Issuing Bank
 L/C Advance
  10




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L/C Borrowing
 L/C Cash Deposit Account
 L/C Obligations
 L/C Related Documents
 Laws
 Lenders
 Letter of Credit
 Letter of Credit Application
 Letter of Credit Commitment
 Letter of Credit Expiration Date
 Lien
  11




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Loan Documents
 Material Adverse Effect
 Material Subsidiary
 Moodys
 Multiemployer Plan
 Note Exhibit
A
 Notice of Borrowing
 Obligations
 Other Taxes
 PBGC
  12




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Pension Plan
 Person
 Plan
 Public Debt Rating Applicable Rate
 Ratable Share times
 Register
  13




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Related Parties
 Reportable Event
 Required Lenders
 Revolving Credit Commitment Schedule 1.01
 S&P
 Sale Leaseback Obligation Bonds
 SEC Reports
 Subsidiary
  14




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Taxes
 Termination Date
 Total Outstandings plus
 Unreimbursed Amount
 Unissued Letter of Credit Commitment
 Unused Commitment minus
 Voting Stock
 Other Interpretive Provisions
   15




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Accounting Terms GAAP provided that
 Rounding
 Times of Day
 ARTICLE II
 AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT
 The Advances and Letters of Credit
 The Advances
  16




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Letters of Credit Letter of Credit provided
 Making the Advances
 Notice of Borrowing Exhibit B
   17




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Letters of Credit
 General
    18




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19




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Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit
    20




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Auto-Extension Letter of
Credit provided Non-Extension Notice Date provided however
  Drawings and Reimbursements; Funding of Participations
 Honor Date Unreimbursed
  21




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Amount provided
      22




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provided however
  Repayment of Participations
    23




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Failure to Make Advances
 Obligations Absolute
      provided however
   24




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Role of Issuing Bank provided however provided however
 Cash Collateral
  25




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Applicability of ISP and UCP
 Letter of Credit Reports
 Interim Interest
 Fees
 Commitment Fee
  26




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Letter of Credit Fees
 provided
  Agents Fees
 Optional Termination or Reduction of the Commitments
 provided
 provided however
  27




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provided however
 Repayment of Advances
 Interest on Advances
 Scheduled Interest
 Base Rate Advances plus
 Eurodollar Rate Advances plus
  28




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Default Interest Default Interest provided however
 Interest Rate Limitation
 Interest Rate Determination
    29




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Optional Conversion of Advances provided however
 Prepayments of Advances
 Optional
  30




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provided however
 Mandatory
  provided however
 Increased Costs
 Increased Costs Generally
     31




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Capital Requirements
 Certificates for Reimbursement
 Delay in Requests provided
 Reserves on Eurodollar Rate Loans provided
  32




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Illegality
 Payments and Computations
    33




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provided however
  Taxes
 Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes
    34




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Payment of Other Taxes by the Borrower
 Tax Indemnifications
   Evidence of Payments
  35




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Status of Lenders; Tax Documentation
         36




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Treatment of Certain Refunds provided
  37




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Payments provided
  Sharing of Payments, Etc provided however
  38




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Evidence of Debt
   prima facie provided however
 Use of Proceeds
 Increase in the Aggregate Revolving Credit Commitments
 Commitment Increase Increase Date provided however
  39




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Commitment Date Increasing Lender
 provided however
 Assuming Lender provided however
  Assumption Agreement
  40




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Affected Lenders
     41




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Affected Lender Share
    Replacement of Lenders
  42




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provided
      ARTICLE III
 CONDITIONS PRECEDENT
 Conditions Precedent to Effectiveness Effective Date
      43




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Existing Senior Credit Agreement
 Conditions Precedent to Each Credit Extension and Commitment Increase
  44




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Determinations Under Section 3.01
 ARTICLE IV
 REPRESENTATIONS AND WARRANTIES
 Representations and Warranties of the Borrower
   45




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46




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Schedule 4.01(j)
  47




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Schedule 4.01(k)
  provided
 ARTICLE V
 COVENANTS OF THE BORROWER
 Affirmative Covenants
 Compliance with Laws, Etc
 Payment of Taxes, Etc provided however
  48




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Maintenance of Insurance provided however
 Preservation of Corporate Existence, Etc ) provided however
 Visitation Rights provided however provided further
 Keeping of Books
 Maintenance of Properties, Etc
  49




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Reporting Requirements
 provided
 provided
   50




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provided
 Change in Nature of Business
 Negative Covenants
  51




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Liens, Etc provided however
 Mergers, Etc provided
 Sales, Etc. of Assets
 Ownership of APS
 Financial Covenant
  52




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ARTICLE VI
 EVENTS OF DEFAULT
 Events of Default Events of
Default
       53




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54




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provided however
 Actions in Respect of Letters of Credit upon Default provided however
  55




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ARTICLE VII
 THE AGENT
 Appointment and Authority
 Rights as a Lender
 Exculpatory Provisions
  provided
    56




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Reliance by Agent
 Delegation of Duties
 Resignation of Agent
  57




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provided
 Non-Reliance on Agent and Other Lenders
 No Other Duties, Etc
 Issuing Banks
  58




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ARTICLE VIII
 MISCELLANEOUS
 Amendments, Etc provided however
 provided
   Notices, Etc
  59




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Schedule 8.02 Schedule 8.02 Schedule 8.02
 provided Article II provided provided
 Communications Platform
  60




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Notice provided
 i.e., Public Lender
 No Waiver; Cumulative Remedies; Enforcement
  61




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provided however provided further
 Costs and Expenses; Indemnity; Damage Waiver
  Indemnified Party provided
  62




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provided
 provided
    63




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Right of Set-off provided
 Binding Effect
 Successors and Assigns
   64




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provided
 Minimum Amounts
   Proportionate Amounts
 Required Consents
  65




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Assignment and Assumption provided however
 No Assignment to Borrower
 No Assignment to Natural Persons
  Register
  66




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Register
 Participations Participant provided
 provided provided
 Limitations upon Participant Rights
  67




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Certain Pledges provided
 Resignation as an Issuing Bank after Assignment
  Confidentiality Borrower Information
  68




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Governing Law
 Counterparts; Integration; Effectiveness
 Jurisdiction, Etc
   Payments Set Aside
  69




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Patriot Act Act Loan Parties
 Waiver of Jury Trial
 No Advisory or Fiduciary Responsibility
  70




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Survival of Representations and Warranties
 Severability
  71




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PINNACLE WEST CAPITAL CORPORATIONBy
    /s/ James R. HatfieldName:
    James R. HatfieldTitle:
    Senior Vice President, Chief
Financial Officer and Treasurer




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BANK OF AMERICA, N.A., as Agent, Issuing Bank and as
a LenderBy
    /s/ Sri Kalyana C. PopuriName:
    Sri Kalyana C. PopuriTitle:
    Vice President




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WELLS FARGO BANK, NATIONAL
ASSOCIATION,as Co-Syndication Agent,
Issuing Bank and as a LenderBy
    /s/ Yann BlindertName:
    Yann BlindertTitle:
    Vice President




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BARCLAYS BANK PLC, as Co-Syndication
Agent and as LenderBy
    /s/ Alicia BorysName:
    Alicia BorysTitle:
    Assistant Vice President




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CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as Co-Syndication Agent and as a
LenderBy
    /s/ Shaheen MalikName:
    Shaheen MalikTitle:
    Vice PresidentBy
    /s/ Kevin BuddhdewName:
    Kevin BuddhdewTitle:
    Associate




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DEUTSCHE BANK AG NEW YORK
BRANCH, as a LenderBy
    /s/ Rainer MeierName:
    Rainer MeierTitle:
    DirectorBy
    /s/ Ming K. ChuName:
    Ming K. ChuTitle:
    Vice President




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GOLDMAN SACHS BANK USA,as a LenderBy
    /s/ Mark WaltonName:
    Mark WaltonTitle:
    Authorized Signatory




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KEYBANK NATIONAL ASSOCIATION, as a
LenderBy
    /s/ Keven D. SmithName:
    Keven D. SmithTitle:
    Senior Vice President




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MIZUHO CORPORATE BANK, LTD.,as a
LenderBy
    /s/ Raymond VenturaName:
    Raymond VenturaTitle:
    Deputy General Mgr.




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SCOTIABANC INC.,as a LenderBy
    /s/ J. F. ToddName:
    J. F. ToddTitle:
    Managing Director




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SUNTRUST BANK,as a LenderBy
    /s/ Andrew JohnsonName:
    Andrew JohnsonTitle:
    Director




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THE ROYAL BANK OF SCOTLAND PLC,
as a LenderBy
    /s/ Belinda TuckerName:
    Belinda TuckerTitle:
    Senior Vice President




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U.S. BANK NATIONAL ASSOCIATION,as a
LenderBy
    /s/ Raymond J. PalmerName:
    Raymond J. PalmerTitle:
    Senior Vice President




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UBS AG, Stamford Branch, as a LenderBy
    /s/ Irja R. OtsaName:
    Irja R. OtsaTitle:
    Associate DirectorBy
    /s/ Marie HaddadName:
    Marie HaddadTitle:
    Associate Director




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UNION BANK, N.A.,as a LenderBy
    /s/ Efrain SotoName:
    Efrain SotoTitle:
    Vice President




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CITIBANK, N.A.,as a LenderBy
    /s/ Todd C. DavisName:
    Todd C. DavisTitle:
    Vice President




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JPMORGAN CHASE BANK, N.A., as a LenderBy
    /s/ Nancy R. BarwigName:
    Nancy R. BarwigTitle:
    Vice President




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MORGAN STANLEY BANK, N.A., as a LenderBy
    /s/ Ryan VetschName:
    Ryan VetschTitle:
    Authorized Signatory




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NATIONAL BANK OF ARIZONA, as a LenderBy
    /s/ Abran VillegasName:
    Abran VillegasTitle:
    Vice President




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THE BANK OF NEW YORK MELLON,
as a LenderBy
    /s/ Richard A. MatthewsName:
    Richard A. MatthewsTitle:
    Managing Director




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BANK OF COMMUNICATIONS CO.,
LTD., NEW YORK BRANCH,as a LenderBy
    /s/ Shelley HeName:
    Shelley HeTitle:
    Deputy General Manager




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BANK OF TAIWAN, LOS ANGELES
BRANCH,as a LenderBy
    /s/ Chwan-Ming HoName:
    Chwan-Ming HoTitle:
    VP & General Manager




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CIBC INC., as a LenderBy
    /s/ Robert W. Casey, Jr.Name:
    Robert W. Casey, Jr.Title:
    Executive Director




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FIRST COMMERCIAL BANK, NEW
YORK AGENCY, as a LenderBy
    /s/ Jenn-Hwa WangName:
    Jenn-Hwa WangTitle:
    General Manager




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SUMITOMO MITSUI BANKING CORP.,
NEW YORK, as a LenderBy
    /s/ William M. GinnName:
    William M. GinnTitle:
    General Manager




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TAIWAN BUSINESS BANK, as a LenderBy
    /s/ Alex WangName:
    Alex WangTitle:
    S.V.P. & General Manager




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TAIWAN COOPERATIVE BANK, LOS
ANGELES BRANCH, as a LenderBy
    /s/ Li-Hua HuangName:
    Li-Hua HuangTitle:
    AVP & General Manager




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THE BANK OF EAST ASIA, LIMITED,
LOS ANGELES BRANCH, as a LenderBy
    /s/ Chong TanName:
    Chong TanTitle:
    VP & Credit ManagerBy
    /s/ Victor LiName:
    Victor LiTitle:
    General Manager




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THE NORTHERN TRUST COMPANY, as a
LenderBy
    /s/ John LascodyName:
    John LascodyTitle:
    Second Vice President




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UMB BANK ARIZONA, N.A., as a LenderBy
    /s/ Julie StevensName:
    Julie StevensTitle:
    Vice President




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SCHEDULE 1.01
COMMITMENTS AND RATABLE SHARES
 Revolving CreditBank
    
    Commitment
    
    
    Ratable ShareBank of America, N.A.
    
    $
    10,000,000.00
    
    
    
    5.000000000
    %Wells Fargo Bank, National Association
    
    $
    10,000,000.00
    
    
    
    5.000000000
    %Barclays Bank PLC
    
    $
    10,000,000.00
    
    
    
    5.000000000
    %Credit Suisse AG, Cayman Islands Branch
    
    $
    10,000,000.00
    
    
    
    5.000000000
    %Deutsche Bank AG New York Branch
    
    $
    7,714,285.71
    
    
    
    3.857142855
    %Goldman Sachs Bank USA
    
    $
    7,714,285.71
    
    
    
    3.857142855
    %KeyBank National Association
    
    $
    7,714,285.71
    
    
    
    3.857142855
    %Mizuho Corporate Bank, Ltd.
    
    $
    7,714,285.71
    
    
    
    3.857142855
    %Scotiabanc Inc.
    
    $
    7,714,285.71
    
    
    
    3.857142855
    %SunTrust Bank
    
    $
    7,714,285.71
    
    
    
    3.857142855
    %The Royal Bank of Scotland plc
    
    $
    7,714,285.71
    
    
    
    3.857142855
    %U.S. Bank National Association
    
    $
    7,714,285.71
    
    
    
    3.857142855
    %UBS AG, Stamford Branch
    
    $
    7,714,285.71
    
    
    
    3.857142855
    %Union Bank, N.A.
    
    $
    7,714,285.71
    
    
    
    3.857142855
    %Citibank, N.A.
    
    $
    6,571,428.58
    
    
    
    3.285714290
    %JPMorgan Chase Bank, N.A.
    
    $
    6,571,428.58
    
    
    
    3.285714290
    %Morgan Stanley Bank, N.A.
    
    $
    6,571,428.58
    
    
    
    3.285714290
    %National Bank of Arizona
    
    $
    6,571,428.58
    
    
    
    3.285714290
    %The Bank of New York Mellon
    
    $
    6,571,428.58
    
    
    
    3.285714290
    %Bank of Communications Co., Ltd., New York Branch
    
    $
    5,000,000.00
    
    
    
    2.500000000
    %Bank of Taiwan, Los Angeles Branch
    
    $
    5,000,000.00
    
    
    
    2.500000000
    %CIBC Inc.
    
    $
    5,000,000.00
    
    
    
    2.500000000
    %First Commercial Bank, New York Agency
    
    $
    5,000,000.00
    
    
    
    2.500000000
    %Sumitomo Mitsui Banking Corp., New York
    
    $
    5,000,000.00
    
    
    
    2.500000000
    %Taiwan Business Bank
    
    $
    5,000,000.00
    
    
    
    2.500000000
    %Taiwan Cooperative Bank, Los Angeles Branch
    
    $
    5,000,000.00
    
    
    
    2.500000000
    %The Bank of East Asia, Limited, Los Angeles Branch
    
    $
    5,000,000.00
    
    
    
    2.500000000
    %The Northern Trust Company
    
    $
    5,000,000.00
    
    
    
    2.500000000
    %UMB Bank Arizona, N.A.
    
    $
    5,000,000.00
    
    
    
    2.500000000
    %TOTAL
    
    $
    200,000,000.00
    
    
    
    100.000000000
    %




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SCHEDULE 4.01(j)
SUBSIDIARIES




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SCHEDULE 4.01(k)
EXISTING INDEBTEDNESS




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SCHEDULE 8.02
CERTAIN ADDRESSES FOR NOTICES




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EXHIBIT A  FORM OF
PROMISSORY NOTE
 
 Borrower Lender Credit Agreement
  Schedule 8.02
   PINNACLE WEST CAPITAL CORPORATIONBy:Name:Title:  A-1




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ADVANCES AND PAYMENTS OF PRINCIPAL
 Amount ofAmount of
    
    
    Principal Paid
    
    
    Unpaid Principal
    
    
    NotationDate
    
    Advance
    
    
    or Prepaid
    
    
    Balance
    
    
    Made By
  A-2




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EXHIBIT B  FORM OF NOTICE OF
BORROWING
  
  [Date]
  Credit
Agreement Proposed Borrowing
 (i)
    
    The Business Day of the Proposed Borrowing
is , 20_____.(ii)
    
    The Type of Advances comprising the Proposed Borrowing is [Base Rate Advances]
[Eurodollar Rate Advances].(iii)
    
    The aggregate amount of the Proposed Borrowing is $.[(iv)
    
    The initial Interest Period for each Eurodollar Rate Advance made as part of
the Proposed Borrowing is
 _____ 
month[s].]
      B-1




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Very truly yours,
PINNACLE WEST CAPITAL CORPORATIONByTitle:.  B-2




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EXHIBIT C  FORM OF
ASSIGNMENT AND ASSUMPTION
 Assignment and Assumption [Insert name of Assignor] Assignor [Insert name of Assignee] Assignee Credit Agreement Standard Terms and
Conditions
 Assigned Interest
 1.
    
    Assignor:2.
    
    Assignee:
 [and is an Affiliate of [identify Bank]1]
 3.
    
    Borrower: Pinnacle West Capital Corporation4.
    
    Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement5.
    
    Credit Agreement: The Three-Year Credit
Agreement dated as of February 12, 2010, by
and among the Borrower, the Lenders party thereto, the Arrangers, the Agent and the Issuing
Banks and other agents party thereto.6.
    
    Assigned Interest:
 
 1
    
    Select as applicable.  C-1




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##### 



Aggregate Amount
    
    Amount of
    
    
    Percentageof Commitment for
    
    Commitment
    
    
    Assigned of
    
    
    CUSIPall Lenders
    
    Assigned
    
    
    Commitment2
    
    
    Number$
    
    $
    
    
    
    
    
    %
 [7. Trade Date: ] 3
 [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]
  ASSIGNOR
[NAME OF ASSIGNOR]By:Title:ASSIGNEE
[NAME OF ASSIGNEE]By:Title: [Consented to and]4 Accepted:
BANK OF AMERICA, N.A. as AgentByTitle: 
 2
    
    Set forth, to at least 9 decimals, as a percentage of
the Commitment of all Banks thereunder.3
    
    To be completed if the Assignor and the Assignee intend
that the minimum assignment amount is to be determined as of the Trade Date.4
    
    To be added only if the consent of the Agent is
required by the terms of the Credit Agreement.  C-2




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##### 



[Consented to:]5[WELLS FARGO BANK, NATIONAL ASSOCIATION as Issuing Bank]ByName:Title:[BANK OF AMERICA, N.A., as Issuing Bank]ByName:Title:PINNACLE WEST CAPITAL CORPORATIONByName:Title:
 
 5
    
    To be added only if the consent of the Borrowers and/or
other parties (e.g. Issuing Bank) is required by the terms of the Credit
Agreement.  C-3




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##### 



ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
 Representations and Warranties
 Assignor
 Assignee
 Payments
  C-4




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##### 



General Provisions
  C-5