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PNW > SEC Filings for PNW > Form 8-K on 29-Nov-2012All Recent SEC Filings




Creation of a Direct Financial Obligation or an Obligation under an Of

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On November 29, 2012, Pinnacle West Capital Corporation ("Pinnacle West") entered into a $125 million unsecured term loan with JPMorgan Chase Bank, N.A., as Agent, SunTrust Bank, as Syndication Agent, U.S. Bank National Association, as Documentation Agent, and the lenders party thereto (the "New Term Loan"). The obligations under the New Term Loan will mature and become due and payable on November 27, 2015. Pinnacle West used the proceeds of the New Term Loan to refinance and pay in full its unsecured term loan, dated February 23, 2011, with Union Bank, N.A., as Agent, The Royal Bank of Scotland Finance (Ireland), as Syndication Agent, SunTrust Bank, as Documentation Agent, and the lenders party thereto, which terminated upon the repayment.

Borrowings under the New Term Loan will bear interest based on Pinnacle West's then-current senior unsecured debt ratings.

The New Term Loan includes customary covenants, including requirements that Pinnacle West maintain ownership of a specified percentage of the outstanding capital stock of Arizona Public Service Company, maintain a consolidated debt-to-capitalization ratio not to exceed a prescribed maximum level and comply with certain lien restrictions. The New Term Loan also includes customary events of default, including a cross default provision and a change of control provision. If an event of default occurs, lenders holding a specified percentage of the outstanding loans, or the administrative agent with such lenders' consent, may declare the obligations outstanding under the facility to be due and payable.

Pinnacle West and its affiliates maintain normal banking and other relationships with the agents and various other lenders in the New Term Loan.

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