Filed by Bowne Pure Compliance




Exhibit 4(y)(3)

[EXECUTION COPY]




AMENDMENT NO. 2

TO

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT




This AMENDMENT NO. 2, dated as of September 16, 2008 (this “Amendment”), is made by and among
TUCSON ELECTRIC POWER COMPANY, an Arizona corporation (the “Borrower”), the lenders listed on the
signature pages of this Amendment as “Lenders” (such lenders, together with their respective
permitted assignees from time to time, being referred to herein, collectively, as the “Lenders”),
and JPMORGAN CHASE BANK, N.A., as administrative agent for the Issuing Bank (as defined in the
Reimbursement Agreement referred to below) and the Lenders (in such capacity, the “Administrative
Agent”).



PRELIMINARY STATEMENT:




The Borrower, the Lenders, JPMorgan Chase Bank, N.A., as Issuing Bank, Union Bank of
California, N.A., as Syndication Agent, ABN AMRO Bank N.V., SunTrust Bank and Wells Fargo Bank,
National Association, as Co-Documentation Agents, and the Administrative Agent previously entered
into that certain Letter of Credit and Reimbursement Agreement, dated as of April 30, 2008, as
amended by Amendment No. 1 thereto, dated as of May 30, 2008 (as so amended, the “Existing
Agreement”, as amended by this Amendment, the “Amended Agreement”, and as the Amended Agreement may
hereafter be amended, supplemented or otherwise modified from time to time, the “Reimbursement
Agreement”). The Borrower desires to amend Section 6.07 (Leverage Test) of the Existing Agreement
in certain particulars. Each of the Borrower, the Required Lenders and the Administrative Agent
has agreed to such amendment, on the terms and conditions set forth herein. The parties therefore
agree as follows (capitalized terms used but not defined herein having the meanings assigned such
terms in the Existing Agreement):



SECTION 1. Amendment to Existing Agreement. The Existing Agreement is, effective as of the
date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2
hereof, hereby amended as follows:



(a) Leverage Test. Section 6.07 of the Existing Agreement is hereby amended and restated in
its entirety to read as follows:



SECTION 6.07. Leverage Test. The Borrower will not permit the ratio of (a)
Consolidated Total Indebtedness at the end of any fiscal quarter to (b) Consolidated
EBITDA for the twelve-month period ended
on such date to be greater than the amount specified in the chart below for the
period in which such date shall occur:



	 	 	 	 	 
	Period	 	Maximum Ratio	 
	From the Effective Date through and including June 30, 2008
	 	 	4.00	 
	From July 1, 2008 through and including September 30, 2008
	 	 	4.50	 
	From October 1, 2008 through and including December 31, 2008
	 	 	4.75	 
	From January 1, 2009 through and including June 30, 2009
	 	 	4.50	 
	From and after July 1, 2009
	 	 	4.00	 




 


 









 







SECTION 2. Conditions of Effectiveness of Amendment. The amendment to the Existing Agreement
set forth in Section 1 hereof shall become effective as of the date hereof when, and only when, the
Administrative Agent shall have received (a) counterparts of this Amendment executed by the
Borrower, the Required Lenders and the Administrative Agent and (b) for the account of each Lender
that delivers an executed counterpart of this Amendment on or before September 16, 2008, a
non-refundable amendment fee of 0.10% of such Lender’s Revenue Bond Commitment, in immediately
available funds.



SECTION 3. Representations and Warranties of the Borrower. The Borrower represents and
warrants as follows:



(a) The execution and delivery by the Borrower of this Amendment, and the performance by the
Borrower of this Amendment and the Amended Agreement, are within the Borrower’s organizational
powers and have been duly authorized by all necessary corporate and, if required, stockholder
action, and do not and will not (i) violate any Requirement of Law, (ii) violate or result in a
default under any indenture, agreement or other instrument binding upon the Borrower or any of its
Consolidated Subsidiaries or its assets, or give rise to a right thereunder to require any payment
to be made by the Borrower or any of its Consolidated Subsidiaries, or (iii) result in the creation
or imposition of any Lien on any asset of the Borrower or any of its Consolidated Subsidiaries,
except Liens created under the Loan Documents or under the Mortgage Indenture. This Amendment has
been duly executed and delivered by the Borrower.



(b) The execution and delivery by the Borrower of this Amendment, and the performance by the
Borrower of this Amendment and the Amended Agreement, do not require any consent or approval of,
registration or filing with,
or any other action by, any Governmental Authority, except as set forth in Section 3.03(a) of
the Existing Agreement.



(c) Each of this Amendment and the Amended Agreement constitutes a legal, valid and binding
obligation of the Borrower, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.




(d) No Default or Event of Default has occurred and is continuing.



 


2









 






SECTION 4. Reference to and Effect on the Existing Agreement. (a) Upon the effectiveness of
this Amendment: (i) each reference in the Existing Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Existing Agreement shall mean and be a reference
to the Reimbursement Agreement; and (ii) each reference in any other Loan Document to “the
Reimbursement Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing
Agreement shall mean and be a reference to the Reimbursement Agreement.



(b) Except as specifically amended or waived above, the Existing Agreement shall continue to
be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting
the generality of the foregoing, the Security Documents (when executed and delivered by the
Borrower pursuant to the Reimbursement Agreement) and all of the Collateral described therein do
and shall continue to secure the payment of all Obligations.



(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Issuing Bank
or the Administrative Agent under the Existing Agreement or any other Loan Document, nor constitute
a waiver of any provision of the Existing Agreement or any other Loan Document.



SECTION 5. Costs and Expenses. The Borrower agrees to pay on demand all reasonable
out-of-pocket expenses of the Administrative Agent in connection with the preparation, negotiation,
syndication, execution and delivery of this Amendment and the other instruments and documents to be
delivered hereunder, including, without limitation, the reasonable fees, charges and disbursements
of counsel to the Administrative Agent with respect thereto and with respect to advising the
Administrative Agent as to its rights and responsibilities hereunder and thereunder, and all
out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender
(including, without limitation, the fees, charges and disbursements of any counsel for the
Administrative Agent, the Issuing Bank or any Lender) in connection with the enforcement (whether
through negotiations, legal proceedings or otherwise) of this Amendment.


 


3









 





SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument. In furtherance of the foregoing, it is understood and
agreed that signatures hereto submitted by facsimile or other electronic transmission shall be
deemed to be, and shall constitute, original signatures.



SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of the New York.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





 


4









 







IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	TUCSON ELECTRIC POWER COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., 

as Administrative Agent and a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


Signature Page to Amendment No. 2 to Tucson Electric Letter of Credit and Reimbursement Agreement




 


S-1









 






	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A., as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


Signature Page to Amendment No. 2 to Tucson Electric Letter of Credit and Reimbursement Agreement




 


S-2









 






	 	 	 	 	 
	 	ABN AMRO BANK N.V., as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


Signature Page to Amendment No. 2 to Tucson Electric Letter of Credit and Reimbursement Agreement




 


S-3









 






	 	 	 	 	 
	 	SUNTRUST BANK, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


Signature Page to Amendment No. 2 to Tucson Electric Letter of Credit and Reimbursement Agreement




 


S-4









 






	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Amendment No. 2 to Tucson Electric Letter of Credit and Reimbursement Agreement



 


S-5









 





	 	 	 	 	 
	 	COMMERZBANK AG, NEW YORK AND GRAND
 CAYMAN BRANCHES, as
a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


Signature Page to Amendment No. 2 to Tucson Electric Letter of Credit and Reimbursement Agreement




 


S-6









 






	 	 	 	 	 
	 	COMPASS BANK, an Alabama banking corporation,
 as a
Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Amendment No. 2 to Tucson Electric Letter of Credit and Reimbursement Agreement





 


S-7