Filed by Bowne Pure Compliance





Exhibit 4(i)(10)




 





Supplemental Indenture No. 9




 






TUCSON ELECTRIC POWER COMPANY




to




THE BANK OF NEW YORK MELLON,




Trustee




 






Dated as of July 3, 2008




Supplemental to Indenture of Mortgage and Deed of Trust,

dated as of December 1, 1992




 






Amending the Indenture of Mortgage and Deed of Trust




 






 





This instrument constitutes a mortgage, a deed of trust and a security agreement.




 


 









 







SUPPLEMENTAL INDENTURE NO. 9, dated as of July 3, 2008, between Tucson Electric Power
Company (hereinafter sometimes called the “Company”), a corporation organized and existing
under the laws of the State of Arizona, having its principal office at One South Church Avenue, in
the City of Tucson, Arizona, as trustor, and The Bank of New York Mellon (successor in
trust to Bank of Montreal Trust Company), a banking corporation organized and existing under the
laws of the State of New York and having its principal office at 101 Barclay Street, in the Borough
of Manhattan, The City of New York, New York, as trustee (hereinafter sometimes called the
“Trustee”), under the Indenture of Mortgage and Deed of Trust, dated as of December 1, 1992,
between the Company and the Trustee (hereinafter called the “Original Indenture”), as heretofore
amended and supplemented, this Supplemental Indenture No. 9 being supplemental thereto (the
Original Indenture as heretofore amended and supplemented, and as supplemented hereby, and as it
may from time to time be further supplemented, modified, altered or amended by any supplemental
indenture entered into in accordance with and pursuant to the provisions thereof, is hereinafter
called the “Indenture”).



Recitals of the Company




WHEREAS, Subsection (k) of Section 1 of Article XIII of the Indenture provides that,
without the consent of any Holders of Bonds, the Company and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental to the Indenture, in form satisfactory
to the Trustee, to cure any ambiguity, to correct or supplement any provision therein which may be
defective or inconsistent with any other provision therein; or to make any changes to the
provisions thereof or to add other provisions with respect to matters or questions arising under
the Indenture, provided that such other changes or additions shall not adversely affect the
interests of the Holders of Bonds of any series or Tranche in any material respect; and



WHEREAS, the Company and the Trustee enter into this Supplemental Indenture No. 9 to cure
ambiguity and correct and supplement a provision contained in Section 3 of Article XV of the
Indenture, which change shall not adversely affect the interests of the Holders of Bonds of any
series or Tranche in any material respect; and



WHEREAS, effective June 3, 1999, The Bank of New York succeeded to all of the corporate trust
business of Bank of Montreal Trust Company, and, as a consequence, The Bank of New York, being
otherwise qualified and eligible under Article XII of the Original Indenture, became the successor
trustee under the Indenture without further act on the part of the parties thereto, as contemplated
by Section 11 of Article XII of the Original Indenture; and



WHEREAS, effective July 1, 2008, The Bank of New York changed its name to The Bank of New York
Mellon.


 


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NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 9 WITNESSETH, in consideration of
the premises, and of the sum of $1 duly paid to the Company by the Trustee at or before the
ensealing and delivery hereof, and for other good and valuable consideration, the receipt and
sufficiency whereof are hereby acknowledged, the Company covenants and agrees to and with the
Trustee and its successors in trust as follows:



ARTICLE I




Definitions





Section 1. Applicability of Article



For all purposes of this Supplemental Indenture No. 9, except as otherwise expressly provided
or unless the context otherwise requires, the terms defined in this Article shall have the meanings
herein specified and include the plural as well as the singular.



ARTICLE II




Amendments





Section 2. Amendment to Article XV, Section 3 of the Indenture



The Company hereby amends Section 3 of Article XV of the Indenture to read in its entirety as
follows:



“Section 3. Government Obligations and Money Held in Trust.



Neither the Government Obligations nor the money deposited with the Trustee pursuant to
Section 1 of this Article, nor the principal or interest payments on any such Government
Obligations, shall be withdrawn or used for any purpose other than, and shall be held in
trust for, the payment of the principal of and premium, if any, and interest, if any, on the
Bonds or portions of principal amount thereof in respect of which such deposit was made, all
subject, however, to the provisions of Section 6 of Article XVI; provided, however, that,
unless a Default shall have occurred and be continuing, any cash, including cash received
from such principal or interest payments on such Government Obligations deposited with the
Trustee, if not then needed for such purpose, shall, to the extent practicable, be invested
in Government Obligations of the type described in clause (b) in the first paragraph of
Section 1 of this Article maturing at such times and in such amounts as shall be sufficient
to pay when due the principal of and premium, if any, and interest, if any, due and to
become due on such Bonds or portions thereof on and prior to the maturity or redemption
date, as the case may be, thereof, and interest earned from such reinvestment shall be paid
over to the Company as received by the Trustee, free and clear of the Lien of this
Indenture; and provided, further, that, unless a Default shall have occurred and be
continuing, any moneys held by the Trustee in accordance with this Section on the maturity
or redemption date, as the case may be, of all such Bonds in excess of the amount required
to pay the principal of and premium, if any, and interest, if any, then due on such Bonds
shall be paid over to the Company free and clear of the Lien of this Indenture.”


 


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ARTICLE III




Miscellaneous Provisions




This Supplemental Indenture No. 9 is a supplement to the Original Indenture. As heretofore
supplemented and further supplemented by this Supplemental Indenture No. 9, the Original Indenture
is in all respects ratified, approved and confirmed, and the Original Indenture as heretofore
supplemented and this Supplemental Indenture No. 9 shall together constitute one and the same
instrument.



The Trustee makes no representation as to the validity or sufficiency of this Supplemental
Indenture No. 9. The statements and recitals herein are deemed to be those of the Company and not
of the Trustee.


 


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IN WITNESS WHEREOF, Tucson Electric Power Company has caused its corporate name to be
hereunto affixed, and this instrument to be signed by one of its Vice Presidents, and its corporate
seal to be hereunto affixed and attested by its Secretary or one of its Assistant Secretaries for
and on its behalf; and The Bank of New York Mellon, as trustee, in evidence of its acceptance of
the trust hereby created, has caused its corporate name to be hereunto affixed, and this instrument
to be signed by one of its authorized signatories and its corporate seal to be hereunto affixed and
attested by one of its authorized signatories, for and on its behalf, all as of the day and year
first above written.



	 	 	 	 	 	 	 
	 	 	Tucson Electric Power Company
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kentton C. Grant	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Vice President	 	 






[SEAL]




Attest:



	 	 	 
	/s/ Linda Kennedy

	 	 
	 	 	 
	Secretary
	 	 






 


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	 	 	The Bank of New York Mellon,

Trustee
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rafael E. Miranda	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 






[SEAL]




Attest:



	 	 	 
	/s/ Timothy Casey

	 	 
	 	 	 
	Authorized Signatory
	 	 






 


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	State of Arizona

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.:
	County of Pima

	 	 	)	 	 	 






This instrument was acknowledged before me this 2nd day of July, 2008 by Kentton C. Grant, as
Vice President, Finance and Rates, and Linda Kennedy, as Secretary, of Tucson Electric Power
Company, an Arizona corporation, known to me to be the individuals who executed this
instrument, and known to me to be a Vice President and the Secretary, respectively, of said
corporation, and who personally acknowledged before me and stated that they executed said
instrument on behalf of said corporation for the purposes and consideration therein expressed.



	 	 	 	 	 
	 

	 	/s/ Tracy M. Munoz
	 	 
	 

	 	 	 	 
	 

	 	Notary Public	 	 






“OFFICIAL SEAL”

Tracy M. Munoz

Notary Public-Arizona

Pima County

My Commission Expires 6/10/2010



 


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	State of New York

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.:
	County of New York

	 	 	)	 	 	 






This instrument was acknowledged before me this 3rd day of July, 2008 by Rafael E. Miranda, as
Authorized Signatory, and Timothy Casey, as Authorized Signatory, of The Bank of New York
Mellon, a New York banking corporation, known to me to be the individuals who executed this
instrument, and known to me to be Authorized Signatories of said corporation, and who personally
acknowledged before me and stated that they executed said instrument on behalf of said corporation
for the purposes and consideration therein expressed.



	 	 	 	 	 
	 	     /s/ Carlos R. Luciano
 	 
	 	Carlos R. Luciano 	 
	 	Notary Public, State of New York

No. 41-4765897

Qualified in Queens County

Commission Expires April 30, 2010	 




 


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