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S-1. RELEASE AND GUARANTY BETWEEN PINNACLE WEST CAPITAL CORPORATION, NORTHWIND PHOENIX, LLC, THE STADIUM DISTRICT, AZPB LIMITED PARTNERSHIP (THE DIAMONDBACKS) AND THE DIAMONDBACK AFFILIATES THAT OPERATE CHASE FIELD 1) Approve a “Release” whereby Pinnacle West Capital Corporation is released from its obligations under its agreement with the Stadium District to guarantee the obligations of Northwind Phoenix , LLC, the operator of the ballpark cooling equipment operated at Chase Field and used to cool Chase Field and to provide chilled water to customers in the downtown area for cooling. All of the membership interest in Northwind is being sold to NRG Thermal, a subsidiary of NRG Energy, a company on the New York Stock Exchange. As part of the sale, Pinnacle West would be released from its obligation to guarantee the obligations of Northwind. The guaranty obligations would be assumed by NRG Thermal. 2) Approve a “Guaranty” whereby NRG Thermal agrees to guarantee the obligations of Northwind Phoenix, the operator of the Chase Field ballpark cooling equipment, following the sale of the membership interest in Northwind to NRG Thermal LLC. (C-68-10-005-3-00)