Common use of CERTAIN ADDRESSES FOR NOTICES Clause in Contracts

CERTAIN ADDRESSES FOR NOTICES. BORROWER: RGC Midstream, LLC 000 Xxxxxxx Xxxxxx NE Roanoke, VA 24016 Attention: Xxxx X. Xxxxxx, Treasurer Telephone: 000-000-0000 Telecopier: 000-000-0000 Electronic Mail: xxxx_xxxxxx@xxxxxxxxxxxx.xxx U.S. Taxpayer Identification Number: 00-0000000 LENDER: Lender’s Office (for all notices): BB&T 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxx, XX 00000 Attn: Xxx X. Xxxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 Electronic: xxx.xxxxxx@xxxxxx.xxx Wire instructions for payments: Bank: BB&T Routing #: [000000000] Address: 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxx, XX 00000 Attn: Xxx X. Xxxxxx Beneficiary Account #: [9534668488 / 00005] Beneficiary Address: 000 Xxxxxxx Xxx. SW Roanoke, VA 24016 WBD (US) 46650096v4 EXHIBIT A FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: ___________, To: Branch Banking and Trust Company Ladies and Gentlemen: Reference is made to that certain Term Loan Agreement, dated as of June 13, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), between the undersigned (“Borrower”), and Branch Banking and Trust Company, as lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]

CERTAIN ADDRESSES FOR NOTICES. BORROWERBorrower: RGC Midstream00 Xxxxxxxx Xxxxxx Xxxxx 000 Xxx Xxxxxxxxx, Xxxxx 00000 Attention: Xxx X. Xxxxxxxxx, Chief Financial Officer Telephone: (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxxx.xxx Facsimile: (000) 000-0000 with a copy to (such copy not to constitute notice): Xxxxxx & Bird LLP 000 Xxxxx Xxxx Xxxxxx, Xxxxxxxxx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxxxxx, Esq. Telephone: (000) 000-0000 Email: xxxxxxx.xxxxxxxxx@xxxxxx.xxx Facsimile: (000) 000-0000 Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank: Jefferies Finance LLC 000 Xxxxxxx Xxxxxx NE RoanokeXxx Xxxx, VA 24016 Xxx Xxxx 00000 Attention: Xxxx X. XxxxxxAccount Officer – Smart Sand, Treasurer TelephoneInc. Email: XXxx.Xxxxx@Xxxxxxxxx.xxx Facsimile: 000-000-0000 Telecopier: 000-000-0000 Electronic Mail: xxxx_xxxxxx@xxxxxxxxxxxx.xxx U.S. Taxpayer Identification Number: 00-0000000 LENDER: Lender’s Office (for all notices): BB&T 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxx, XX 00000 Attn: Xxx X. Xxxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 Electronic: xxx.xxxxxx@xxxxxx.xxx Wire instructions for payments: Bank: BB&T Routing #: [000000000] Address: 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxx, XX 00000 Attn: Xxx X. Xxxxxx Beneficiary Account #: [9534668488 / 00005] Beneficiary Address: 000 Xxxxxxx Xxx. SW Roanoke, VA 24016 WBD (US) 46650096v4 EXHIBIT A FORM OF COMPLIANCE CERTIFICATE Financial Statement DateADMINISTRATIVE QUESTIONNAIRE SMART SAND, INC. Agent Address: ___________Jefferies Finance LLC Return form to: Account Officer – Smart Sand, ToInc. 000 Xxxxxxx Xxxxxx Xxxxxxxxx: Branch Banking Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 E-mail: xxxx.xxxxx@xxxxxxxxx.xxx It is very important that all of the requested information be completed accurately and Trust Company Ladies and Gentlementhat this questionnaire be returned promptly. If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity. Legal Name of Lender to appear in Documentation: Reference is made to that certain Term Loan AgreementSignature Block Information: • Signing Credit Agreement ☐ Yes ☐ No • Coming in via Assignment ☐ Yes ☐ No Type of Lender: (Bank, dated as of June 13Asset Manager, 2019 (as amendedBroker/Dealer, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), between the undersigned (“Borrower”), and Branch Banking and Trust CLO/CDO; Finance Company, as lenderHedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other- please specify) Lender Parent: Domestic Address Eurodollar Address Contacts/Notification Methods: Borrowings, Paydowns, Interest, Fees, etc. The undersigned Responsible Officer hereby certifies as of the date hereof that hePrimary Credit Contact Secondary Credit Contact Name: Company: Title: Address: Telephone: Facsimile: E-Mail Address: Primary Operations Contact Secondary Operations Contact Name: Company: Title: Address: Telephone: Facsimile: E-Mail Address: L/she is the of Borrower, and that, as such, heC Contact Name: Company: Title: Address: Telephone: Facsimile: E-Mail Address: Lender’s Wire Instructions Bank Name: ABA/she is authorized to execute and deliver this Certificate to Lender on the behalf of Borrower, and thatRouting No.: [Use following paragraph 1 for fiscal year-end financial statements]Account Name: Account No.: FFC Account Name: FFC Account No.: Attention: Reference:

CERTAIN ADDRESSES FOR NOTICES. BORROWERIf to any Loan Party: RGC MidstreamWith a copy to: LCC International, LLC 000 Xxxxxxx Inc. LCC International, Inc. 7000 Xxxxx Xxxxxx NE RoanokeDrive 7000 Xxxxx Xxxxxx Drive McLean, VA 24016 22102 MxXxxx, XX 00000 Attention: Xxxx X. Xxxxxx, Treasurer TelephoneChief Financial Officer Attn: General Counsel Office telephone: (000-) 000-0000 TelecopierOffice telephone: (000-) 000-0000 Electronic MailDirect telephone: xxxx_xxxxxx@xxxxxxxxxxxx.xxx U.S. Taxpayer Identification Number(000) 000-0000 Direct telephone: 00(000) 000-0000000 LENDER0000 Fax: Lender’s Office (for all notices): BB&T 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxx000) 000-0000 Fax: (000) 000-0000 If to the Lender For Loan Notices and Payments: For All Other Notices: Bank of America, N.A. Bank of America, N.A. 8000 Xxxxxxxxxx Xxxxx 8000 Xxxxxxxxxx Xxxxx XxXxxx, XX 00000 Attn00000-0000 MxXxxx, XX 00000-0000 Attention: Xxx X. Vxxxxx Xxxxx Attention: Jxxxxxx Xxxxxx Xxxxxx Telephone: 000-000-0000 Telecopier700.000.0000 Telephone: 000-000-0000 Electronic700.000.0000 Facsimile: xxx.xxxxxx@xxxxxx.xxx Wire instructions for payments866.743.9264 Facsimile: Bank: BB&T Routing #: [000000000] Address: 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxx, XX 00000 Attn: Xxx X. Xxxxxx Beneficiary Account #: [9534668488 / 00005] Beneficiary Address: 000 Xxxxxxx Xxx. SW Roanoke, VA 24016 WBD (US) 46650096v4 EXHIBIT A 703.761.8113 Email:vxxxxx.x.xxxxx@bxxxxxxxxxxxx.xxx Email:jxxxxxx.xxxxxx@xxxxxxxxxxxxx.xxx Exhibit 2.02 FORM OF COMPLIANCE CERTIFICATE Financial Statement LOAN NOTICE Date: ___________, 20 _ To: Branch Banking Bank of America, N.A., as Administrative Agent Re: Amended and Trust Company Ladies and Gentlemen: Reference is made to that certain Term Loan Agreement, dated as of June 13, 2019 Restated Credit Agreement (as amended, restatedmodified, extendedsupplemented, supplemented or otherwise modified in writing increased and extended from time to time, the “Credit Agreement;” ”) dated as of May 29, 2007 among LCC International, Inc., a Delaware corporation (the terms defined therein being used herein as therein defined), between the undersigned (“Borrower”), the Guarantors identified therein, the Lenders identified therein and Branch Banking Bank of America, N.A. (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Trust Company, as lender. Gentlemen: The undersigned Responsible Officer hereby certifies as requests (select one): o Borrowing of the date hereof that he/she is the Revolving Loans o conversion or continuation of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]Revolving Loans

CERTAIN ADDRESSES FOR NOTICES. BORROWER: RGC MidstreamPinnacle West Capital Corporation 000 Xxxxx Xxxxx Xxxxxx Mail Station 9040 Xxxxxxx, LLC 000 Xxxxxxx Xxxxxx NE Roanoke, VA 24016 XX 00000 Attention: Xxxx X. Xxxxxx, Treasurer Telephone: (000-) 000-0000 Telecopier: (000-) 000-0000 Electronic MailXxx.Xxxxxxx@XxxxxxxxXxxx.xxx AGENT: xxxx_xxxxxx@xxxxxxxxxxxx.xxx U.S. Taxpayer Identification NumberNotices relating to Borrowing requests or Interest Election Requests: 00JPMorgan Chase Bank, N.A. 00 X. Xxxxxxxx St., Floor L2 Mail Code XX0-0000000 LENDER: Lender’s Office (for all notices): BB&T 000 0xx Xxxxxx – Xxxxxxxxx 0000 Xxxxxxx, XX 00000 AttnFacsimile No.: Xxx X. Xxxxxx Telephone: (000-) 000-0000 TelecopierTelephone No.: (000-) 000-0000 ElectronicAttention: xxx.xxxxxx@xxxxxx.xxx Wire instructions for paymentsXxxxxxxx Xxxxx Email: xxxxxxxx.xxxxx@xxxxxxxx.xxx Notices other than with respect to Borrowing requests or Interest Election Requests: JPMorgan Chase Bank: BB&T Routing #: [000000000] Address: 000 0xx Xxxxxx – Xxxxxxxxx , N.A. 10 X. Xxxxxxxx St. Mail Code XX0-0000 Xxxxxxx, XX 00000 AttnFacsimile No.: Xxx (000) 000-0000 Telephone No.: (000) 000-0000 Attention: Xxxxx Xxxxxx Email: xxxxx.x.xxxxxx@xxxxxxxx.xxx With a copy to the Portfolio Management Administration: JPMorgan Chase Bank, N.A. 10 X. Xxxxxx Beneficiary Account #Xxxxxxxx St. Mail Code XX0-0000 Xxxxxxx, XX 00000 Facsimile No.: [9534668488 / 00005] Beneficiary Address(000) 000-0000 Telephone No.: 000 (000) 000-0000 Attention: Xxxx Xxxxxxx Xxx. SW Roanoke, VA 24016 WBD (US) 46650096v4 Email: xxxx.xxxxxxx@xxxxxxxx.xxx EXHIBIT A - FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: PROMISSORY NOTE $_____________ December 31, To: Branch Banking 2014 FOR VALUE RECEIVED, the undersigned, PINNACLE WEST CAPITAL CORPORATION, an Arizona corporation (the “Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of _______________ (the “Lender”) or its registered assigns, without offset or counterclaim, in lawful money of the United States of America and Trust Company Ladies in same day funds, the principal amount of ________________________ DOLLARS ($___________), or, if less, the aggregate outstanding principal amount of the Loans made by the Lender to the Borrower pursuant to the Term Loan Agreement (as defined below). The principal amount hereof shall be paid in the amounts and Gentlemen: Reference on the dates specified in the Term Loan Agreement. The Borrower further agrees to pay interest in like money on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Term Loan Agreement. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Term Loan Agreement. Both principal and interest are payable to JPMorgan Chase Bank, N.A., as Agent, in accordance with Section 2.11 of the Term Loan Agreement, in same day funds. The Loans made by the Lender to the Borrower pursuant to the Term Loan Agreement, and all payments made on account of the principal amount thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is made part of this Note, provided that the failure to that certain so record any such Loan or any payment on account thereof shall not affect the payment obligations of the Borrower hereunder or under the Term Loan Agreement. This Note (a) is one of the Notes referred to in the Term Loan Agreement, dated as of June 13December 31, 2019 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Term Loan Agreement;” ”), among the Borrower, the Lenders named therein and from time to time party thereto, U.S. Bank National Association, as Syndication Agent, TD Bank, N.A., The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Co-Documentation Agents, and JPMorgan Chase Bank, as Agent, (b) is subject to the provisions of the Term Loan Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Term Loan Agreement. Upon the occurrence of any one or more Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, as provided in the Term Loan Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest, and all other notices of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Note may not be transferred except pursuant to and in accordance with the terms and conditions of the Term Loan Agreement. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. PINNACLE WEST CAPITAL CORPORATION By:_________________________________ Name: Title: LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Loan Amount of PrincipalPaid or Prepaid Unpaid PrincipalBalance Notation Made By EXHIBIT B - FORM OF NOTICE OF INITIAL BORROWING JPMorgan Chase Bank, N.A., as Agent for the Lenders parties to the Term Loan Agreement referred to below 10 X. Xxxxxxxx St. Mail Code XX0-0000 Xxxxxxx, XX 00000 Facsimile No. (000) 000-0000 Email: xxxxxxxx.xxxxx@xxxxxxxx.xxx Attention: Xxxxxxxx Xxxxx December [__], 2014 Ladies and Gentlemen: The undersigned, Pinnacle West Capital Corporation, an Arizona corporation (the “Borrower”), refers to the draft dated 12/[__]/14 of the Term Loan Agreement (document ID number: CHI 204583986 v.[__]) (the “Term Loan Agreement”, the terms defined therein being used herein as therein defined)) to be entered into among the Borrower, between the Lenders named therein and from time to time party thereto, U.S. Bank National Association, as Syndication Agent, TD Bank, N.A., The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Agent, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Term Loan Agreement that the undersigned (“Borrower”)hereby requests the Initial Borrowing under the Term Loan Agreement, and Branch Banking and Trust Company, in that connection sets forth below the information relating to the Initial Borrowing as lender. The undersigned Responsible Officer hereby certifies as required by Section 2.02(a) of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]Term Loan Agreement:

CERTAIN ADDRESSES FOR NOTICES. BORROWER: RGC Midstream, LLC Loan Parties ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx NE RoanokeXxxxx Xxxxx, VA 24016 Xxxxxxxxx 00000 Attention: Xxxx X. XxxxxxChief Financial Officer Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxx@xxxxxxxxx.xxx With copy to: ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: General Counsel Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxxx@xxxxxxxxx.xxx and ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: Treasurer Telephone: 000000.000.0000 Facsimile: 225.388.7110 Email: xxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent For operational notices (borrowings, payments, etc.) Xxxx X. Xxxxxxx One Independence Center 000 X. Xxxxx Street Mail Code: NC1-000001-0000 Telecopier: 00005-000-0000 Electronic Mail: xxxx_xxxxxx@xxxxxxxxxxxx.xxx U.S. Taxpayer Identification Number: 00-0000000 LENDER: Lender’s Office (for all notices): BB&T 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxx46 Xxxxxxxxx, XX 00000 AttnPhone: 000.000.0000 Facsimile: 704.409.0355 Email: xxxx.xxxxxxx@xxxx.xxx For other purposes: Xxxxxx Xxxxxxxxxxx 000 Xxxxxxxxxx Xxxxxx Mail Code: CA5-705-04-09 Xxx X. Xxxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 Electronic: xxx.xxxxxx@xxxxxx.xxx Wire instructions for payments: Bank: BB&T Routing #: [000000000] Address: 000 0xx Xxxxxx – Xxxxxxxxx XxxxxxxXxxxxxxxx, XX 00000 AttnPhone: Xxx X. Xxxxxx Beneficiary Account #000.000.0000 Fascimile: [9534668488 / 00005] Beneficiary Address415.503.5099 Email: 000 Xxxxxxx Xxx. SW Roanoke, VA 24016 WBD (US) 46650096v4 EXHIBIT xxxxxx.x.xxxxxxxxxxx@xxxx.xxx Exhibit A FORM OF COMPLIANCE CERTIFICATE Financial Statement LOAN NOTICE Date: ___________, 20 To: Branch Banking and Trust Company Ladies and GentlemenBank of America, N.A., as Administrative Agent Re: Reference is made to that certain Term Loan Agreement, Credit Agreement dated as of June 13August 15, 2019 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” ”) among Albemarle Corporation, a Virginia corporation (the terms defined therein being used herein as therein defined), between the undersigned (“Borrower”), the Lenders from time to time party thereto, and Branch Banking and Trust CompanyBank of America, N.A., as lenderAdministrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one): ¨ A Borrowing of the Term Loan ¨ A conversion or continuation of the Term Loan On , (a Business Day). In the amount of $ .1 Comprised of (Type of Term Loan requested). For Eurodollar Rate Loans: with an Interest Period of months. With respect to any Borrowing requested herein, the undersigned hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: 1 Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Exhibit B FORM OF NOTE , 20 FOR VALUE RECEIVED, the undersigned hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The undersigned promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The undersigned, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: Exhibit C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , 20 To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that he/she [he][she] is the of the Borrower, and that, in [his][her] capacity as such, he/she [he][she] is authorized to execute and deliver this Certificate to Lender the Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]:] [1. Attached hereto as Schedule 1 are the audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.] [Use following paragraph 1 for fiscal quarter-end financial statements:] [1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Group in all material respects in accordance with GAAP as of the above date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.] [select one:]

CERTAIN ADDRESSES FOR NOTICES. BORROWER: RGC MidstreamPinnacle West Capital Corporation 000 Xxxxx 0xx Xxxxxx Mail Station 9040 Xxxxxxx, LLC 000 Xxxxxxx Xxxxxx NE Roanoke, VA 24016 XX 00000 Attention: Xxxx X. Xxxxxx, Treasurer Telephone: (000) 000-0000 Electronic xxx.xxxxxxx@xxxxxxxxxxxx.xxx AGENT: Agent’s Office (for payments and Requests for Credit Extensions): MUFG Bank, Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: Xxxxxxxx Xxxx Telephone: 0-000-000-0000 Telecopier/ 6628 Email: xxxxx@xx.xxxx.xx and to Xxxxxxxxxx@xx.xxxx.xx Agent’s Account/Agency Service Wiring Information MUFG Bank, Ltd. Account Number: 9777-0191 Account Name: Loan Operations Department Ref: Pinnacle West Capital Corporation Other Notices as Agent: MUFG Bank, Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: Xxxxxxxx Xxxx Telephone: 0-000-000-0000 Electronic Mail/ 6628 Email: xxxx_xxxxxx@xxxxxxxxxxxx.xxx U.S. Taxpayer Identification Numberxxxxx@xx.xxxx.xx and to Xxxxxxxxxx@xx.xxxx.xx ISSUING BANKS: 00-0000000 LENDER: Lender’s Office (for all notices): BB&T 000 0xx MUFG Bank, Ltd. 0000 Xxxxxx – Xxxxxxxxx Xxxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 AttnAttention: Xxx X. Xxxxxx Xxxxxxxx Xxxx Telephone: 0-000-000-0000 Telecopier/ 6628 Email: 000-000-0000 Electronic: xxx.xxxxxx@xxxxxx.xxx Wire instructions for payments: Bank: BB&T Routing #: [000000000] Address: 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxx, XX 00000 Attn: Xxx X. Xxxxxx Beneficiary Account #: [9534668488 / 00005] Beneficiary Address: 000 Xxxxxxx Xxx. SW Roanoke, VA 24016 WBD (US) 46650096v4 xxxxx@xx.xxxx.xx and to Xxxxxxxxxx@xx.xxxx.xx EXHIBIT A — FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: PROMISSORY NOTE ______________, To: Branch Banking and Trust Company Ladies and Gentlemen: Reference is 20__ FOR VALUE RECEIVED, the undersigned, PINNACLE WEST CAPITAL CORPORATION, an Arizona corporation (the “Borrower”), hereby promises to pay to _______ 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 that certain Term Loan Agreement, the Borrower pursuant to the 364-Day Credit Agreement dated as of June 1328, 2019 2018 among the Borrower, the Lender and certain other lenders parties thereto, MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as Agent for the Lender and such other lenders, and the issuing banks and other agents party thereto (as amended, restated, extended, supplemented amended or otherwise modified in writing 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, between the undersigned (“Borrower”)at such interest rates, and Branch Banking and Trust Companypayable at such times, as lender. The undersigned Responsible Officer hereby certifies as of are specified in the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]Credit Agreement.

CERTAIN ADDRESSES FOR NOTICES. BORROWERHealth Net, Inc.: RGC MidstreamHealth Net, LLC 000 Xxxxxxx Inc. 00000 Xxxxxx NE RoanokeXxxxxx Xxxxxxxx Xxxxx, VA 24016 Xxxxxxxxxx 00000 Attention: Xxxx X. XxxxxxXxxxxxxx Xxxxxxx Telephone: (000) 000-0000 Fax: (000) 000-0000 E-Mail: xxxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent’s Office (for payments and Requests for Credit Extensions): Bank of America, Treasurer N.A. 000 Xxxxx Xxxxx Xxxxxx Mail Code: NC1-001-04-39 Xxxxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 Electronic E-Mail: xxxx_xxxxxx@xxxxxxxxxxxx.xxx U.S. Taxpayer Identification Numberxxxxxxx.xxxxx@xxxx.xxx Bank of America, N.A. New York, NY ABA#: 00***** Account #: ***** Account Name: Corporate Credit Services Ref: Health Net, Inc. Other Notices as Administrative Agent: Bank of America, N.A. Agency Management 0000 Xxxxxx Xxxxxx Mail Code: CA5-0000000 LENDER: Lender’s Office (for all notices): BB&T 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxx701-05-19 Xxx Xxxxxxxxx, XX 00000 Attn: Xxx X. Xxxxxx Xxxxx Xxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 ElectronicEmail: xxx.xxxxxx@xxxxxx.xxx Wire instructions xxxxx.xxxxx@xxxx.xxx With copy to: Bank of America, N.A. Corporate Debt Products 000 X. Xxxxx Street Mail Code: NC1-007-17-11 Xxxxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxx Portions of this exhibit have been omitted pursuant to a request for paymentsconfidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the omitted text has been filed separately with the Securities and Exchange Commission. Table of Contents Telephone: Bank(000) 000-0000 Telecopier: BB&T Routing #(000) 000-0000 Electronic Mail: [000000000] Addressxxxxxxx.xxxxx@xxxx.xxx L/C Issuer: 000 0xx Bank of America, N.A. 0000 X Xxxxxx – Xxxxxxxxx Xxxxxx Mail code: CA9-705-07-05 Xxx Xxxxxxx, XX 00000 Attn: Xxx X. Xxxxxx Beneficiary Xxxxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 Email: xxxxxx.xxxxxxx@xxxx.xxx Swing Line Lender: Bank of America, N.A. 000 Xxxxx Xxxxx Xxxxxx Mail Code: NC1-001-04-39 Xxxxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 E-Mail: xxxxxxx.xxxxx@xxxx.xxx Bank of America, N.A. New York, NY ABA#: ***** Account #: [9534668488 / 00005] Beneficiary Address***** Account Name: 000 Xxxxxxx XxxCorporate Credit Services Ref: Health Net, Inc. Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. SW RoanokeThe omissions have been indicated by asterisks (“*****”), VA 24016 WBD (US) 46650096v4 and the omitted text has been filed separately with the Securities and Exchange Commission. Table of Contents EXHIBIT A FORM OF COMPLIANCE CERTIFICATE Financial Statement LOAN NOTICE Date: ___________, To: Branch Banking and Trust Company Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Term Loan Credit Agreement, dated as of June 13October 24, 2019 2011 (as amended, amended and restated, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” ”; the terms defined therein being used herein as therein defined), between among Health Net, Inc., a Delaware corporation (the undersigned (“Borrower”), the Lenders from time to time party thereto, and Branch Banking and Trust CompanyBank of America, N.A., as lenderAdministrative Agent. The undersigned Responsible Officer hereby certifies as requests (select one): ¨ A Borrowing of the date hereof that he/she is the Revolving Loans ¨ A conversion or continuation of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]Revolving Loans

CERTAIN ADDRESSES FOR NOTICES. BORROWERLoan Parties: RGC MidstreamBorrower: Vectren Capital, LLC 000 Corp. Xxx Xxxxxxx Xxxxxx NE RoanokeXxxxxxxxxx, VA 24016 Xxxxxxx 00000 Attention: Xxxx Xxxxxx X. Xxxxxx, Treasurer Xxxxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 Electronic MailGuarantor: xxxx_xxxxxx@xxxxxxxxxxxx.xxx U.S. Taxpayer Identification NumberVectren Corporation Xxx Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: 00-0000000 LENDER: Lender’s Office (for all notices): BB&T 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxx, XX 00000 Attn: Xxx X. Xxxxxx Xxxxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 ElectronicAdministrative Agent: xxx.xxxxxx@xxxxxx.xxx (with respect to notices under Section 2) Bank of America, N.A. 000 Xxxx Xx. Mail Code: TX1-492-14-04 Xxxxxx, XX 00000-0000 Attention: Xxxxxxxx X. Xxxxx, Credit Services Representative Telephone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxx.x.xxxxx@xxxx.xxx Wire instructions for paymentsInstructions: BankPay to: BB&T Routing #Bank of America, N.A. New York, NY ABA 000000000 Account No.: [000000000] Address0000-000-000 Attention: Corporate Credit Services Ref: Vectren Capital, Corp. (with respect to all other notices) Bank of America, N.A. 000 0xx Xxxxxx – Xxxxxxxxx Xxxxx XxXxxxx Xx. Mail Code: IL4-135-05-41 Xxxxxxx, XX 00000 AttnAttention: Xxx Xxxxxxx Xxxxxxx, Agency Management Officer Telephone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxx.x.xxxxxxx@xxxx.xxx and copy to: Bank of America, N.A. 000 X. XxXxxxx St. Mail Code: IL4-135-04-61 Xxxxxxx, XX 00000 Attention: Xxxxxx Beneficiary Account #X. Xxxxxxx, Senior Vice President Telephone: [9534668488 / 00005] Beneficiary Address000-000-0000 Facsimile: 000 Xxxxxxx Xxx. SW Roanoke, VA 24016 WBD (US) 46650096v4 EXHIBIT A 000-000-0000 Email: xxxxxx.x.xxxxxxx@xxxx.xxx Exhibit 2.02 FORM OF COMPLIANCE CERTIFICATE Financial Statement LOAN NOTICE Date: ___________, 201__ To: Branch Banking and Trust Company Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Term Loan Credit Agreement, dated as of June 13August 6, 2019 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), between among Vectren Capital, Corp., an Indiana corporation (the undersigned (“Borrower”), the Guarantor party thereto, the Lenders from time to time party thereto, and Branch Banking and Trust CompanyBank of America, N.A., as lenderAdministrative Agent. The undersigned Responsible Officer hereby certifies as requests (select one): ¨ A Borrowing of the date hereof that he/she is the Term Loans ¨ A conversion or continuation of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]Term Loans

CERTAIN ADDRESSES FOR NOTICES. BORROWERLoan Parties: RGC MidstreamBorrower: Vectren Capital, LLC 000 Corp. Xxx Xxxxxxx Xxxxxx NE RoanokeXxxxxxxxxx, VA 24016 Xxxxxxx 00000 Attention: Xxxx Xxxxxx X. Xxxxxx, Treasurer Xxxxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 Electronic MailGuarantor: xxxx_xxxxxx@xxxxxxxxxxxx.xxx U.S. Taxpayer Identification NumberVectren Corporation Xxx Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: 00-0000000 LENDER: Lender’s Office (for all notices): BB&T 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxx, XX 00000 Attn: Xxx X. Xxxxxx Xxxxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 ElectronicAdministrative Agent: xxx.xxxxxx@xxxxxx.xxx Wire instructions for For operational notices (borrowings, payments: , etc.): JPMorgan Chase Bank: BB&T Routing #: [000000000] Address: 000 0xx Xxxxxx – Xxxxxxxxx , N.A. 10 X. Xxxxxxxx Street Floor 7, Mail Code XX0-0000 Xxxxxxx, XX 00000 AttnAttention: Xxxxxx Xxxxxxxxxx Facsimile: 000-000-0000 Telephone: 000-000-0000 Email: Xxxxxx.Xxxxxxxxxx@xxxxxxxx.xxx With a copy to: JPMorgan Chase Bank, N.A. 10 X. Xxxxxxxx Street Floor 9, Mail Code XX0-0000 Xxxxxxx, XX 00000 Attention: Xxxx Xxx Facsimile: 000-000-0000 Telephone: 000-000-0000 Email: Xxxx.X.Xxx@xxxxxxxx.xxx With a copy to: JPMorgan Chase Bank, N.A. 10 X. Xxxxxx Beneficiary Account #Xxxxxxxx Street Floor 9, Mail Code XX0-0000 Xxxxxxx, XX 00000 Attention: [9534668488 / 00005] Beneficiary AddressXxxx Xxxxxxx Facsimile: 000 Xxxxxxx Xxx. SW Roanoke, VA 24016 WBD (US) 46650096v4 EXHIBIT A 000-000-0000 Telephone: 000-000-0000 Email: Xxxx.Xxxxxxx@xxxxxxxx.xxx Signature Page to Credit Agreement Exhibit 2.02 FORM OF COMPLIANCE CERTIFICATE Financial Statement LOAN NOTICE Date: ___________, 201__ To: Branch Banking and Trust Company JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Term Loan Credit Agreement, dated as of June 13November 1, 2019 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “"Agreement;” " the terms defined therein being used herein as therein defined), between among Vectren Capital Corp., an Indiana corporation (the undersigned (“"Borrower”"), the Guarantor party thereto, the Lenders from time to time party thereto, and Branch Banking and Trust CompanyJPMorgan Chase Bank, N.A., as lenderAdministrative Agent. The undersigned Responsible Officer hereby certifies as requests (select one): A Borrowing of the date hereof that he/she is the Term Loans A conversion or continuation of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]Term Loans

CERTAIN ADDRESSES FOR NOTICES. BORROWER: RGC Midstream, LLC Roanoke Gas Company 000 Xxxxxxx Xxxxxx NE Roanoke, VA 24016 Attention: Xxxx X. Xxxxxx, Treasurer Telephone: 000-000-0000 Telecopier: 000-000-0000 Electronic Mail: xxxx_xxxxxx@xxxxxxxxxxxx.xxx U.S. Taxpayer Identification Number: 00-0000000 LENDER: Lender’s Office (for all notices): BB&T 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxx, XX 00000 Attn: Xxx X. Xxxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 Electronic: xxx.xxxxxx@xxxxxx.xxx Wire instructions for payments: Bank: BB&T Routing #: [000000000] 000000000 Address: 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxx, XX 00000 Attn: Xxx X. Xxxxxx Beneficiary Account #: [9534668488 / 00005] 00005 Beneficiary Address: 000 Xxxxxxx Xxx. SW Roanoke, VA 24016 WBD (US) 46650096v4 WCSR 37516286v4 EXHIBIT A FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: ___________, To: Branch Banking and Trust Company Ladies and Gentlemen: Reference is made to that certain Term Loan Agreement, dated as of June 13November 1, 2019 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), between the undersigned (“Borrower”), and Branch Banking and Trust Company, as lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]

CERTAIN ADDRESSES FOR NOTICES. BORROWER: RGC Midstream, LLC 000 Xxxxxxx Xxxxxx NE Roanoke, VA 24016 Attention: Xxxx X. Xxxxxx, Treasurer Telephone: 000-000-0000 Telecopier: 000-000-0000 Electronic Mail: xxxx_xxxxxx@xxxxxxxxxxxx.xxx Website Address: N/A U.S. Taxpayer Identification Number: 00-0000000 LENDERADMINISTRATIVE AGENT: LenderAdministrative Agent’s Office (for all noticespayments and Requests for Credit Extensions): BB&T Union Bank & Trust 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX 00000 AttnAttention: Xxx Xxxxxx X. Xxxxxx Xxxxx, Senior Vice President Telephone: 000-000-0000 Telecopier: 000-000-0000 ElectronicElectronic Mail: xxx.xxxxxx@xxxxxx.xxx xxxxxx.xxxxx@xxxxxxxxxxx.xxx Wire instructions for payments: BankABA# 000000000 Account No.: BB&T Routing #GL 0000000 Ref: [000000000] AddressRGC Midstream, LLC Loan No.: 7400959441 Other Notices as Administrative Agent: Union Bank & Trust 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX 00000 AttnAttention: Xxx Xxxxxx X. Xxxxxx Beneficiary Account #Xxxxx, Senior Vice President Telephone: [9534668488 / 00005] Beneficiary Address000-000-0000 Telecopier: 000 Xxxxxxx Xxx. SW Roanoke, VA 24016 WBD (US) 46650096v4 000-000-0000 Electronic Mail: xxxxxx.xxxxx@xxxxxxxxxxx.xxx EXHIBIT A FORM OF COMPLIANCE CERTIFICATE Financial Statement COMMITTED LOAN NOTICE Date: ___________, _____ To: Branch Banking and Trust Company Union Bank & Trust, as Agent 000 Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx, Senior Vice President Ladies and Gentlemen: Reference is made to that certain Term Loan Credit Agreement, dated as of June 13December 29, 2019 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), between among the undersigned (“Borrower”), the Lenders from time to time party thereto, and Branch Banking and Trust CompanyUnion Bank & Trust, as lenderAdministrative Agent. The undersigned Responsible Officer hereby certifies as requests: A Borrowing of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]Committed Loans

CERTAIN ADDRESSES FOR NOTICES. BORROWERLoan Parties: RGC MidstreamBorrower: Vectren Utility Holdings, LLC 000 Inc. Xxx Xxxxxxx Xxxxxx NE RoanokeXxxxxxxxxx, VA 24016 Xxxxxxx 00000 Attention: Xxxx Xxxxxxx X. Xxxxxx, Treasurer Xxxxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 Electronic MailE-mail: xxxx_xxxxxx@xxxxxxxxxxxx.xxx U.S. Taxpayer Identification Numberxxxxxxxxx@xxxxxxx.xxx E-mail: 00-0000000 LENDERxxxxxxxxxxxxxxxxxxx@xxxxxxx.xxx Guarantors: Lender’s Office (for all notices): BB&T 000 0xx Indiana Gas Company, Inc. Vectren Energy Delivery of Ohio, Inc. Southern Indiana Gas and Electric Company Xxx Xxxxxxx Xxxxxx – Xxxxxxxxx XxxxxxxXxxxxxxxxx, XX Xxxxxxx 00000 Attn: Xxx X. Xxxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 ElectronicE-mail: xxx.xxxxxx@xxxxxx.xxx Wire instructions for paymentsxxxxxxxxx@xxxxxxx.xxx E-mail: xxxxxxxxxxxxxxxxxxx@xxxxxxx.xxx Administrative Agent: JPMorgan Chase Bank: BB&T Routing #, N.A., as Administrative Agent JPM Loan & Agency Services 00 X. Xxxxxxxx St Chicago, IL 60603 Attn: [000000000__] AddressTelephone: 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxx, XX 00000 [__] Facsimile: [__] Xxxxx Fargo:1 [__] [__] Attn: Xxx X. Xxxxxx Beneficiary Account #[__] Telephone: [9534668488 / 00005__] Beneficiary AddressFacsimile: 000 Xxxxxxx Xxx[__] 1 NTD: Xxxxx Fargo to provide. SW Roanoke, VA 24016 WBD (US) 46650096v4 EXHIBIT A Exhibit 2.02 FORM OF COMPLIANCE CERTIFICATE Financial Statement LOAN NOTICE Date: ____________, To: Branch Banking and Trust Company 20__ JPMorgan Chase Bank, N.A. as Administrative Agent JPM Loan & Agency Services 00 X. Xxxxxxxx St Chicago, IL 60603 Ladies and Gentlemen: Reference is made to that certain Term Loan Credit Agreement, dated as of June 13July 30, 2019 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), between among Vectren Utility Holdings, Inc., an Indiana corporation (the undersigned (“Borrower”), the Guarantors party thereto, the Lenders from time to time party thereto, and Branch Banking and Trust CompanyJPMorgan Chase Bank, N.A., as lenderAdministrative Agent. The undersigned Responsible Officer hereby certifies as requests (select one): A Borrowing of the date hereof that he/she is the Loans A conversion or continuation of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]Loans

CERTAIN ADDRESSES FOR NOTICES. BORROWERAny Loan Party: RGC Midstreamc/o Xxxxxxxx Xxxxxx & Company Ltd. 00000 Xxxxxxxxx Xxxxx Xxxxxxxxxx, LLC XX 00000 Attn: Chief Financial Officer and General Counsel Administrative Agent: For operational notices (borrowings, payments, etc.): Bank of America, N.A. 000 Xxxxxxx Xxxxxx NE RoanokeX. XxXxxxx Street, VA 24016 AttentionSuite 641 Mail Code: Xxxx X. XxxxxxIL4-135-06-41 Xxxxxxx, Treasurer XX 00000 Attn: Xxxxxxxx Xxxxx Telephone: 000-000-0000 TelecopierTelecopy: 000-000-0000 Electronic MailWire Instructions: xxxx_xxxxxx@xxxxxxxxxxxx.xxx U.S. Taxpayer Identification NumberTo: 00Bank of America, N.A. Account Name: REAS Los Angeles LASR Site ABA #: 0000-0000000 LENDER0000-0 Account #: Lender’s Office (for all notices): BB&T 000 0xx 136621 1723001 Attn: Xxxxxxxx Xxxxx 000-000-0000 Re: Xxxxxxxx Xxxxxx – Xxxxxxxxx Arc Shopping Center Operating Partnership, L.P. For all other notices: Bank of America, N.A. 000 X. XxXxxxx Street, Suite 641 Mail Code: IL4-135-06-41 Xxxxxxx, XX 00000 Attn: Xxx X. Xxxxxx Xxxxxxxx Xxxxx Telephone: 000-000-0000 TelecopierTelecopy: 000-000-0000 Electronicwith a copy to: xxx.xxxxxx@xxxxxx.xxx Wire instructions for paymentsBank of America, N.A. 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000 Mail Code: BankIN4-030-08-00 Xxxxxxxxxxxx, XX 00000 Attn: BB&T Routing #Xxxxxxx X Xxxxxxxxxx Telephone: [000000000] Address000-000-0000 Telecopy: 000-000-0000 L/C Issuer: Bank of America, N.A. 000 0xx Xxxxxx – Xxxxxxxxx X. XxXxxxx Street, Suite 641 Mail Code: IL4-135-06-41 Xxxxxxx, XX 00000 Attn: Xxx X. Xxxxxx Beneficiary Account #Xxxxxxxx Xxxxx Telephone: [9534668488 / 00005] Beneficiary Address000-000-0000 Telecopy: 000 Xxxxxxx Xxx. SW Roanoke, VA 24016 WBD (US) 46650096v4 000-000-0000 EXHIBIT A FORM OF COMPLIANCE CERTIFICATE Financial Statement LOAN NOTICE Date: ___________, _____ To: Branch Banking and Trust Company Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Term Loan Credit Agreement, dated as of June 13December 18, 2019 2013, among Xxxxxxxx Xxxxxx – ARC Shopping Center Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), Xxxxxxxx Xxxxxx –ARC Shopping Center REIT, Inc. (or its successors as permitted therein), the Guarantors identified therein, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender (as amended, restated, extended, refinanced, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” ”; the terms defined therein being used herein as therein defined), between the undersigned (“Borrower”), and Branch Banking and Trust Company, as lender. The undersigned Responsible Officer hereby certifies as requests (select one): A Borrowing of the date hereof that he/she is the Revolving Loans A conversion or continuation of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]Revolving Loans

CERTAIN ADDRESSES FOR NOTICES. BORROWER: RGC MidstreamArizona Public Service Company 000 Xxxxx 0xx Xxxxxx Mail Station 9040 Xxxxxxx, LLC 000 Xxxxxxx Xxxxxx NE Roanoke, VA 24016 XX 00000 Attention: Xxxx X. Treasurer Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Electronic xxx.xxxxxxx@xxxxxxxxxxxx.xxx AGENT: Notices relating to Borrowing requests or Interest Election Requests: SunTrust Bank 000 Xxxxxxxxx Xxxxxx, Treasurer X.X. Xxxxxxx, Xxxxxxx 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 TelecopierAttention: 000-000-Agency Services Electronic: xxxxxx.xxxxxxxx@xxxxxxxx.xxx Notices other than with respect to Borrowing requests or Interest Election Requests: SunTrust Bank 0000 Electronic Mail: xxxx_xxxxxx@xxxxxxxxxxxx.xxx U.S. Taxpayer Identification Number: 00-0000000 LENDER: Lender’s Office (for all notices): BB&T 000 0xx Xxxxxx – Xxxxxxxxx Xxxx XX Xxxxxxx, XX Xxxxxxx 00000 Attn: Xxx X. Xxxxxx Telephone: 000-000-0000 TelecopierAttention: Xxxxx Xxxxxx Electronic: Xxxxx.Xxxxxx@XxxXxxxx.xxx With a copy to Administration Team: SunTrust Bank 000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000 Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Agency Services Electronic: xxx.xxxxxx@xxxxxx.xxx Wire instructions for payments: Bank: BB&T Routing #: [000000000] Address: 000 0xx Xxxxxx – Xxxxxxxxx Xxxxxxx, XX 00000 Attn: Xxx X. Xxxxxx Beneficiary Account #: [9534668488 / 00005] Beneficiary Address: 000 Xxxxxxx Xxx. SW Roanoke, VA 24016 WBD (US) 46650096v4 xxxxxx.xxxxxxxx@xxxxxxxx.xxx EXHIBIT A — FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: PROMISSORY NOTE $________ February 26, 2019 FOR VALUE RECEIVED, the undersigned, ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation (the “Borrower”), hereby promises to pay to the order of ________ or its registered assigns (the “Lender”), in accordance with the provisions of the Term Loan Agreement (as hereinafter defined), the principal amount of ________ DOLLARS ($________), or, if less, the aggregate outstanding principal amount of the Loans (as defined in the Term Loan Agreement) made by the Lender to the Borrower pursuant to the Term Loan Agreement dated as of February 26, 2019 among the Borrower, the Lender and certain other lenders party thereto, SunTrust Bank, as Agent for the Lender and such other lenders, and the other agents party thereto (as amended or modified from time to time, the “Term Loan Agreement”; the terms defined therein being used herein as therein defined). The Borrower promises to pay interest on the unpaid principal amount of the Loans from the date of the Loans until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Term Loan 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 Agent’s Account. The Loans owing to the Lender by the Borrower pursuant to the Term Loan 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, provided that the failure to so record any such Loan or any payment on account thereof shall not affect the payment obligations of the Borrower hereunder or under the Term Loan Agreement. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Term Loan Agreement. The Term Loan Agreement, among other things, (i) provides for the making of Loans by the Lender to the Borrower, the indebtedness of the Borrower resulting from such Loans 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: LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Loan Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By EXHIBIT B — FORM OF NOTICE OF INITIAL BORROWING SunTrust Bank, Toas Agent for the Lenders party to the Term Loan Agreement referred to below Attention: Branch Banking and Trust Company Agency Services February ____, 2019 Ladies and Gentlemen: Reference is made The undersigned, Arizona Public Service Company, an Arizona corporation (the “Borrower”), refers to that certain the [execution version][draft dated 2/[__]/19] of the Term Loan Agreement, dated as of June 13, 2019 Agreement (document ID number: ACTIVE 239570669 v.[__]) (as amended, restated, extended, supplemented amended or otherwise modified in writing from time to time, the “Term Loan Agreement;” ”, the terms defined therein being used herein as therein defined), between among the undersigned, certain Lenders party thereto, SunTrust Bank, as Agent for said Lenders and the other agents party thereto, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Term Loan Agreement that the undersigned (“Borrower”)hereby requests the Initial Borrowing under the Term Loan Agreement, and Branch Banking and Trust Company, in that connection sets forth below the information relating to the Initial Borrowing as lender. The undersigned Responsible Officer hereby certifies as required by Section 2.02(a) of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on the behalf of Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]Term Loan Agreement: