supp-indenture.htm


    Exhibit
4(b)

     

    
      
        

      

       

       

    

    
      Supplemental
Indenture No. 8

      


      
        ______________________________

        
 

      

      TUCSON
ELECTRIC POWER COMPANY

       

      to

       

      THE
BANK OF NEW YORK,

       

      Trustee

      


      
        ______________________________

        
 

      

      Dated
as of June 1, 2008

      
 

      Supplemental
to Indenture of Mortgage and Deed of Trust,

      dated
as of December 1, 1992

      
         

        ______________________________

        
 

      

      Creating
a Series of Bonds Designated

      First
Mortgage Bonds, Collateral Series G

      
         

        ______________________________

         

         

        
          

        

      

      
 

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SUPPLEMENTAL INDENTURE NO. 8,
dated as of June 1, 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 (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. 8 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,
the Original Indenture was authorized, executed and delivered by the Company to
provide for the issuance from time to time of its Bonds (such term and all other
capitalized terms used herein without definition having the meanings assigned to
them in the Original Indenture), to be issued in one or more series as therein
contemplated, and to provide security for the payment of the principal of and
premium, if any, and interest, if any, on the Bonds; and

       

      WHEREAS,
the Company proposes to establish a series of Bonds designated “First Mortgage
Bonds, Collateral Series G” and to be limited in aggregate principal amount
(except as contemplated in clause (b) of Section 2 of Article II of the Original
Indenture) to $132,000,000, such series of Bonds and such Bonds to be
hereinafter sometimes called, respectively, “Series 8” and “Series 8 Bonds”;
and

       

      WHEREAS,
all acts and proceedings required by law and by the articles of incorporation
and by-laws of the Company, including all action requisite on the part of its
shareholders, directors and officers, necessary to make the Series 8 Bonds, when
executed by the Company, authenticated and delivered by the Trustee and duly
issued, the valid, binding and legal obligations of the Company, and to
constitute this Supplemental Indenture a valid, binding and legal instrument, in
accordance with its and their terms, have been done and taken; and the execution
and delivery of this Supplemental Indenture No. 8 have been in all respects duly
authorized; 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.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      Granting
Clauses

       

      NOW,
THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 8 WITNESSETH, that, in order to
secure the payment of the principal of and premium, if any, and interest, if
any, on all Bonds at any time Outstanding under the Indenture according to their
tenor, purport and effect, and to secure the performance and observance of all
the covenants and conditions therein and herein contained (except any covenant
of the Company with respect to the refund or reimbursement of taxes, assessments
or other governmental charges on account of the ownership of the Bonds of any
series or the income derived therefrom, for which the Holders of the Bonds shall
look only to the Company and not to the property hereby mortgaged or pledged),
and to declare the terms and conditions upon and subject to which the Series 8
Bonds are to be issued, and for and in consideration of the premises and of the
mutual covenants herein contained and of the purchase and acceptance of the
Bonds by the Holders thereof, 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 has executed and delivered this Supplemental Indenture
No. 8, and by these presents does grant, bargain, sell, release, convey, assign,
transfer, mortgage, pledge, set over and confirm unto the Trustee, and grant to
the Trustee a security interest in:

       

      All and
singular the premises, property, assets, rights and franchises of the Company
(except Excepted Property), whether now or hereafter owned, constructed or
acquired, of whatever character and wherever situated including, among other
things (but reference to or enumeration of any particular kinds, classes or
items of property shall not be deemed to exclude from the operation and effect
of this Supplemental Indenture No. 8 any kind, class or item not so referred to
or enumerated), all right, title and interest of the Company in and to the
property described as granted in “Schedule A” attached to this Supplemental
Indenture No. 8 and made part of these Granting Clauses to the same extent as if
fully set forth in the same, and all plants for the generation of electricity by
water, steam and/or other power; all power houses, substations, transmission
lines, and distributing systems; all offices, buildings and structures, and the
equipment thereof; all machinery, engines, boilers, dynamos, machines,
regulators, meters, transformers, generators and motors; all appliances whether
electrical, gas or mechanical, conduits, cables and lines; all pipes, service
pipes, fittings, valves and connections, poles, wires, tools, implements,
apparatus, furniture, and chattels; all municipal franchises and other
franchises; all lines for the transmission and/or distribution of electric
current, including towers, poles, wires, cables, pipes, conduits, street
lighting systems and all apparatus for use in connection therewith; all real
estate, lands, and leaseholds; all easements, servitudes, licenses, permits,
rights, powers, franchises, privileges, rights-of-way and other rights in or
relating to real estate or the occupancy of the same and all the right, title
and interest of the Company in and to all other property of any kind or nature
appertaining to and/or used and/or occupied and/or enjoyed in connection with
any property hereinbefore described; it being the intention of the parties that
all property of every kind, real, personal or mixed (including, but not limited
to, all property of the types hereinbefore described), other than Excepted
Property, which may be acquired by the Company after the date hereof, shall,
immediately upon the acquisition thereof by the Company, to the extent of such
acquisition, and without any further conveyance or assignment, become and be
subject to the direct lien of the Indenture as fully and completely as though
now owned by the Company and described in said “Schedule A”; it further being
the intention of the parties, however, that the lien of and security interest
granted by this

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Supplemental
Indenture No. 8 shall not result in the Trustee having greater rights with
respect to any property of the Company, real, personal or mixed (including, but
not limited to, leasehold interests in property), than the rights of the Company
with respect to such property.

       

      Together
With all and singular the tenements, hereditaments and appurtenances
belonging or in any wise appertaining to the aforesaid premises, property,
assets, rights and franchises or any part thereof, with the reversion and
reversions, remainder and remainders, and all the estate, right, title and
interest and claim whatsoever, at law as well as in equity, which the Company
now has or may hereafter acquire in and to the aforesaid premises, property,
assets, rights and franchises and every part and parcel thereof.

       

      Subject, however, to the
reservations, exceptions, limitations and restrictions contained in the several
deeds, leases, servitudes, contracts, decrees, judgments, or other instruments
through which the Company acquired or claims title to or enjoys the use of the
aforesaid properties; and subject also to such
easements, leases, reservations, servitudes, reversions and other rights and
privileges of others and such mortgages, liens and other encumbrances in, on,
over, across or through said properties as existed at the time of the
acquisition of such properties by the Company or as have been granted by the
Company to other persons at or prior to the time of the issuance and delivery of
the Bonds of the Initial Series; and subject also to Permitted
Encumbrances and, as to any property acquired by the Company after the time of
the issuance and delivery of the Bonds of the Initial Series, to any easements,
leases, reservations, servitudes, reversions and other rights and privileges of
others and mortgages, liens or other encumbrances thereon existing, and to any
mortgages, liens and other encumbrances for unpaid portions of the purchase
money placed thereon, at the time of such acquisition; and subject also to the
provisions of Article XI
of the Original Indenture;

       

      To
Have and To Hold the Trust Estate and all and singular the lands,
properties, estates, rights, franchises, privileges and appurtenances hereby
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over and confirmed, together with all the appurtenances thereunto
appertaining, unto the Trustee and its successors and assigns,
forever;

       

      But
in Trust, Nevertheless, for the equal and proportionate use, benefit,
security and protection of those who from time to time shall hold the Bonds
authenticated and delivered hereunder and under the Indenture and duly issued by
the Company, without any discrimination, preference or priority of any one Bond
over any other by reason of priority in the time of issue, sale or negotiation
thereof or otherwise, except as provided in Section 2 of Article IV of the
Original Indenture, so that, subject to said provisions, each and all of said
Bonds shall have the same right, lien and privilege under the Indenture and
shall be equally secured thereby (except as any sinking, amortization,
improvement, renewal or other fund, established in accordance with the
provisions of the Indenture, may afford additional security for the Bonds of any
particular series), and shall have the same proportionate interest and share in
the Trust Estate, with the same effect as if all of the Bonds had been issued,
sold and negotiated simultaneously on the date of the delivery hereof; and in
trust for enforcing payment of the principal of the Bonds, and premium, if any,
and interest, if any, thereon, according to the tenor, purport and effect of the
Bonds and of the Indenture, and for enforcing the terms, provisions, covenants
and agreements herein, in the Indenture and in the Bonds set forth;

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Upon
Condition that, until the happening of a Default, the Company shall be
suffered and permitted to possess, use and enjoy the Trust Estate (except money,
securities and other personal property pledged or deposited with or required to
be pledged or deposited with the Trustee hereunder or under the Indenture) and
to receive and use the rents, issues, income, revenues, earnings and profits
therefrom, all as more specifically provided in Section 1 of Article VII of the Original
Indenture;

       

      And
Upon the Trusts, Uses and Purposes and subject to the covenants,
agreements and conditions hereinafter set forth and declared.

       

      ARTICLE I

       

      Additional
Definitions

       

      Section
1.  Applicability of
Article

       

      For all
purposes of this Supplemental Indenture No. 8, 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.

       

      Section
2.  Additional
Definitions.

       

      “Administrative Agent” means
JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent under the
Reimbursement Agreement.

       

       “Interest Payment Date”
means the last day of each March, June, September and December; provided,
however, that the first Interest Payment Date shall be September 30,
2008.

       

      “Maturity” means the date on
which the principal of the Series 8 Bonds becomes due and payable, whether at
stated maturity, upon redemption or acceleration, or otherwise.

       

      “Reimbursement Agreement”
means the Letter of Credit and Reimbursement Agreement, dated as of April 30,
2008, among the Company, the Lenders party
thereto, JPMorgan Chase Bank, N.A., as Issuing Bank, the Syndication Agent party
thereto, the Co-Documentation Agents party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, as amended, amended
and restated, supplemented or otherwise modified from time to time.

       

      The
following terms shall have the meanings specified in the Reimbursement
Agreement: “Aggregate
Commitment”, “Alternate Base Rate”, “Issuing Bank”, “Letter of Credit”, “Loans”
and “Obligations”.

       

      A copy of
the Reimbursement Agreement is filed at the office of the Administrative Agent
at 10 South Dearborn, Floor 9, Chicago, Illinois 60603, and at the office of the
Company at One South Church Avenue, Tucson, Arizona 85701.

       

      
        
          
          

        

        
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      ARTICLE II

       

      Series
8 Bonds

       

      There is
hereby established a series of Bonds having the following terms and
characteristics (the lettered subdivisions set forth below corresponding to the
lettered subdivisions of Section 2 of Article II of the Indenture):

       

      (a)           the
title of the Bonds of such series shall be “First Mortgage Bonds, Collateral
Series G” (such Bonds being hereinafter sometimes called the “Series 8
Bonds”);

       

      (b)           the
aggregate principal amount of Series 8 Bonds which may be authenticated and
delivered under the Indenture shall be limited to $132,000,000, except as
contemplated in subdivision (b) of Section 2 of Article II of the Original
Indenture;

       

      (c)           not
applicable;

       

      (d)           the
Series 8 Bonds shall mature on April 30, 2012;

       

      (e)           during
the period from and including the date of the first authentication and delivery
of the Series 8 Bonds to and including the day next preceding the first Interest
Payment Date, the Series 8 Bonds shall bear interest at the rate of eight per
centum (8%) per annum; thereafter, the Series 8 Bonds shall bear interest at a
rate equal to the Alternate Base Rate from time to time in effect plus 300 basis
points; interest on the Series 8 Bonds shall accrue from and including the date
of the first authentication and delivery of the Series 8 Bonds, except as
otherwise provided in the form of bond attached hereto as Exhibit A;
interest on the Series 8 Bonds shall be payable on each Interest Payment Date
and at Maturity, and the Regular Record Date for the interest payable on each
Interest Payment Date shall be the day next preceding such Interest Payment
Date; interest payable at Maturity shall be paid to the Person to whom principal
shall be paid; and interest on the Series 8 Bonds during any period for which
payment is made shall be computed in accordance with the Reimbursement
Agreement;

       

      (f)           the
office of the Trustee in New York, New York, shall be the office or agency of
the Company in The City of New York where (i) the principal of the Series 8
Bonds and interest payable thereon at Maturity shall be payable upon
presentation thereof, (ii) registration of transfer of the Series 8 Bonds
may be effected, (iii) exchanges of the Series 8 Bonds may be effected and (iv)
notices and demands to or upon the Company in respect of the Series 8 Bonds or
the Indenture may be served; provided, however, that the Company reserves the
right to change, by written notice to the Trustee, such office or agency in The
City of New York; and provided, further, that the principal office of the
Company in Tucson, Arizona shall be an additional financial office or agency
where the principal of the Series 8 Bonds and interest payable thereon at
Maturity shall be payable upon presentation thereof; interest payable on the
Series 8 Bonds prior to Maturity shall be paid by the Company directly to the
Holders thereof;

       

      
        
          
          

        

        
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      (g)           the
Series 8 Bonds shall not be redeemable, in whole or in part, at the option of
the Company;

       

      (h)           upon
(i) the occurrence of an Event of Default under the Reimbursement
Agreement, and further upon the condition that, in accordance with the terms of
the Reimbursement Agreement, the Aggregate Commitments shall have been or shall
have terminated and the Loans shall have been declared to be or shall have
otherwise become due and payable immediately and the Administrative Agent shall
have delivered to the Company a notice demanding redemption of the Series 8
Bonds which notice states that it is being delivered pursuant to Article VII of
the Reimbursement Agreement or (ii) the occurrence of an Event of Default
under clause (h) or (i) of Article VII of the Reimbursement Agreement, then all
Series 8 Bonds shall be redeemed immediately at the principal amount thereof
plus accrued interest to the date of redemption;

       

      (i)           the
Series 8 Bonds shall be issued in denominations of $1,000 and any amount in
excess thereof;

       

      (j)           not
applicable;

       

      (k)           not
applicable;

       

      (l)           not
applicable;

       

      (m)           not
applicable;

       

      (n)           not
applicable;

       

      (o)           not
applicable;

       

      (p)           not
applicable;

       

      (q)           the
Series 8 Bonds are to be issued and delivered to the Administrative Agent in
order to provide collateral security for the obligation of the Company under the
Reimbursement Agreement to pay the Obligations, as described in subdivision (u)
below.  The Series 8 Bonds are non-transferable, except to a successor
Administrative Agent under the Reimbursement Agreement;

       

      (r)           not
applicable;

       

      (s)           no
service charge shall be made for the registration of transfer or exchange of
Series 8 Bonds;

       

      (t)           not
applicable;

       

      (u)           (i)           the
Series 8 Bonds are to be issued and delivered to the Administrative Agent in
order to provide collateral security for the obligation of the Company under the
Reimbursement Agreement to pay the Obligations, to the extent and subject to the
limitations set forth in clauses (ii) and (iii) of this
subdivision;

       

      
        
          
          

        

        
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      (ii)           the
obligation of the Company to pay interest on the Series 8 Bonds on any Interest
Payment Date prior to Maturity (x) shall be deemed to have been satisfied
and discharged in full in the event that all amounts then due in respect of the
Obligations shall have been paid or (y) shall be deemed to remain
unsatisfied in an amount equal to the aggregate amount then due in respect of
the Obligations and remaining unpaid (not in excess, however, of the amount
otherwise then due in respect of interest on the Series 8 Bonds);

       

      (iii)           the
obligation of the Company to pay the principal of and any accrued interest on
the Series 8 Bonds at or after Maturity (x) shall be deemed to have been
satisfied and discharged in full in the event that all amounts then due in
respect of the Obligations shall have been paid and no Letter of Credit shall
remain outstanding or (y) shall be deemed to remain unsatisfied in an
amount equal to the aggregate amount then due in respect of the Obligations and
remaining unpaid plus the aggregate stated amount of the outstanding Letters of
Credit (not in excess, however, of the amount otherwise then due in respect of
principal of and accrued interest on the Series 8 Bonds);

       

      (iv)           the
Trustee shall be entitled to presume that the obligation of the Company to pay
the principal of and interest on the Series 8 Bonds as the same shall become due
and payable shall have been fully satisfied and discharged unless and until it
shall have received a written notice from the Administrative Agent, signed by an
authorized officer thereof, stating that the principal of and/or interest on the
Series 8 Bonds has become due and payable and has not been fully paid, and
specifying the amount of funds required to make such payment;

       

      (v)           in
the event of an application by the Administrative Agent for payment or for a
substituted Series 8 Bond pursuant to Section 11 of Article II of the
Original Indenture, the Administrative Agent shall not be required to provide
any indemnity or pay any expenses or charges as contemplated in said
Section 11; and

       

      (vi)           the
Series 8 Bonds shall have such other terms as are set forth in the form of bond
attached hereto as Exhibit A, which form is hereby designated as the form
of the Series 8 Bonds.

       

      ARTICLE III

       

      Miscellaneous
Provisions

       

      This
Supplemental Indenture No. 8 is a supplement to the Original
Indenture.  As heretofore supplemented and further supplemented by
this Supplemental Indenture No. 8, the Original Indenture is in all respects
ratified, approved and confirmed, and the Original Indenture as heretofore
supplemented and this Supplemental Indenture No. 8 shall together constitute one
and the same instrument.

       

      The
Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture No. 8.  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, 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

              


      

      


      
        	
                Attest:

                 

                 

              
	/s/
      Linda Kennedy
	
                Secretary

              


      

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      
        	 
      	
                The
      Bank of New York,

                Trustee

                 

                 

              
	 
      	
                By

              	/s/
      Rafael Miranda
	 
      	 
      	
                Rafael
      Miranda

                Vice
President

              


      

      


      
        	
                Attest:

                 

                 

              
	/s/
      Timothy Casey
	
                Timothy
      Casey

                Assistant Treasurer

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
State
of Arizona            )

          
)  ss.:

      County
of Pima              
 )

       

      This
instrument was acknowledged before me this 19th day
of June, 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

              	 
      


      

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      State
of New York            
)

                            )  ss.:

      County
of New York          )

       

      This
instrument was acknowledged before me this 16th day of June, 2008 by Rafael
E. Miranda, as Authorized Signatory, and Timothy Casey, as Authorized Signatory,
of The
Bank of New York, 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	 
      
	 
      	
                Notary
      Public

              	 
      


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      Exhibit
A

       

      [Form of
Bond]

      This bond
is non-transferable,

      except to
a successor Administrative Agent under the

      Reimbursement
Agreement referred to herein.

       

      
        	
                No.
      ________________

              	
                $
      _______

              


      

      


      TUCSON
ELECTRIC POWER COMPANY

       

      FIRST
MORTGAGE BOND, COLLATERAL SERIES G

       

      DUE APRIL
30, 2012

       

      TUCSON
ELECTRIC POWER COMPANY, a corporation of the State of Arizona (hereinafter
sometimes called the "Company"), for value received, promises to pay
to

       

      JPMorgan
Chase Bank, N.A.

       

      as
Administrative Agent under the Reimbursement Agreement hereinafter referred to
or registered assigns, the principal sum of

       

      DOLLARS

       

      on April
30, 2012 in coin or currency of the United States of America which at the time
of payment shall be legal tender for the payment of public and private debts, at
the office or agency of the Company in The City of New York, or in the City of
Tucson, Arizona, upon presentation hereof, and quarterly, on March 31,
June 30, September 30 and December 31 in each year, commencing
September 30, 2008 (each an “Interest Payment Date”), and at Maturity (as
defined in Supplemental Indenture No. 8 hereinafter referred to), to pay
interest thereon in like coin or currency at the rate specified below, from the
Interest Payment Date next preceding the date of this bond (unless this bond be
dated on an Interest Payment Date, in which case from the date hereof; or unless
this bond be dated prior to the first Interest Payment Date, in which case from
and including the date of the first authentication and delivery of the bonds of
this series), until the Company’s obligation with respect to such principal sum
shall be discharged.

       

      During
the period from and including the date of the first authentication and delivery
of the bonds of this series to and including the day next preceding the first
Interest Payment Date, the bonds of this series shall bear interest at the rate
of eight per centum (8%) per annum; thereafter, the bonds of this series shall
bear interest at a rate equal to the Alternate Base Rate (as defined in
Supplemental Indenture No. 8 hereinafter referred to) from time to time in
effect plus 300 basis points.  Interest on the bonds of this series
during any period for which payment is made shall be computed in accordance with
the Reimbursement Agreement.

       

      This bond
is one of an issue of bonds of the Company, issued and to be issued in one or
more series under and equally and ratably secured (except as any sinking,
amortization, improvement, renewal or other fund, established in accordance with
the provisions of the

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      indenture
hereinafter mentioned, may afford additional security for the bonds of any
particular series) by the Indenture of Mortgage and Deed of Trust, dated as of
December 1, 1992 (the “Original Indenture”), from the Company to The Bank
of New York (successor in trust to Bank of Montreal Trust Company), as trustee
(the “Trustee”), as supplemented by eight supplemental indentures including
Supplemental Indenture No. 8, dated as of June 1, 2008 (the Original Indenture,
as so supplemented, and such Supplemental Indenture being hereinafter called the
“Indenture” and “Supplemental Indenture No. 8”, respectively), to which
Indenture reference is hereby made for a description of the property mortgaged
and pledged, the nature and extent of the security provided by the Indenture,
the rights and limitations of rights of the Company, the Trustee and the holders
of said bonds with respect to the security provided by the Indenture, the
powers, duties and immunities of the Trustee, the terms and conditions upon
which such bonds are and are to be secured, and the circumstances under which
additional bonds may be issued.  The acceptance of this bond shall be
deemed to constitute the consent and agreement by the holder hereof to all of
the terms and provisions of the Indenture.  This bond is one of a
series of bonds designated as the First Mortgage Bonds, Collateral Series G, of
the Company.

       

      The
Indenture permits, with certain exceptions as therein provided, the Trustee to
enter into one or more supplemental indentures for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, the Indenture with the consent of the holders of not less than sixty per
centum (60%) in aggregate principal amount of the bonds of all series then
outstanding under the Indenture, considered as one class; provided, however,
that if there shall be bonds of more than one series outstanding under the
Indenture and if a proposed supplemental indenture shall directly affect the
rights of the holders of bonds of one or more, but less than all, of such
series, then the consent only of the holders of bonds in aggregate principal
amount of the outstanding bonds of all series so directly affected, considered
as one class, shall be required; and provided, further, that if the bonds of any
series shall have been issued in more than one tranche and if the proposed
supplemental indenture shall directly affect the rights of the holder of bonds
of one or more, but less than all, of such tranches, then the consent only of
the holders of bonds in aggregate principal amount of the outstanding bonds of
all tranches so directly affected, considered as one class, shall be required;
and provided, further, that the Indenture permits the Trustee to enter into one
or more supplemental indentures for limited purposes without the consent of any
holders of bonds.  Any such consent by the holder of this bond shall
be conclusive and binding upon such holder and upon all future holders of this
bond and of any bond issued upon the registration of transfer hereof or in
exchange therefor or in lieu hereof, whether or not notation of such consent is
made upon this bond.

       

      The
Company has issued and delivered the bonds of this series to JPMorgan Chase
Bank, N.A., as Administrative Agent (the
“Administrative Agent”) under the Letter of Credit and Reimbursement Agreement,
dated as of April 30, 2008, among the Company, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Issuing Bank, the Syndication Agent party
thereto, the Co-Documentation Agents party thereto and the
Administrative Agent, as amended,
amended and restated, supplemented or otherwise modified from time to time (the
“Reimbursement Agreement”), in order to provide collateral security for the
obligation of the Company thereunder to pay the Obligations (as defined in
Supplemental Indenture No. 8).

       

      Upon the
occurrence of an Event of Default under the Reimbursement Agreement, and further
upon such additional conditions as are set forth in subdivision (h) of Article
II of Supplemental Indenture No. 8, then all bonds of this series shall be
redeemed immediately at the principal amount thereof plus accrued interest to
the date of redemption.

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

      The
obligation of the Company to pay interest on the bonds of this series on any
Interest Payment Date prior to Maturity (a) shall be deemed to have been
satisfied and discharged in full in the event that all amounts then due in
respect of the Obligations shall have been paid or (b) shall be deemed to
remain unsatisfied in an amount equal to the aggregate amount then due in
respect of the Obligations and remaining unpaid (not in excess, however, of the
amount otherwise then due in respect of interest on the bonds of this
series).

       

      The
obligation of the Company to pay the principal of and accrued interest on the
bonds of this series at or after Maturity (x) shall be deemed to have been
satisfied and discharged in full in the event that all amounts then due in
respect of the Obligations shall have been paid and no Letter of Credit (as
defined in Supplemental Indenture No. 8) shall remain outstanding or
(y) shall be deemed to remain unsatisfied in an amount equal to the
aggregate amount then due in respect of the Obligations and remaining unpaid
plus the aggregate stated amount of the outstanding Letters of Credit (not in
excess, however, of the amount otherwise then due in respect of principal of and
accrued interest on the bonds of this series).

       

      The
principal of this bond and the interest accrued hereon may become or be declared
due and payable before the stated maturity hereof, on the conditions, in the
manner and at the times set forth in the Indenture, upon the happening of a
default as therein provided.

       

      This bond
is non-transferable except as required to effect transfer to any successor
administrative agent under the Reimbursement Agreement, any such transfer to be
made at the office or agency of the Company in The City of New York, upon
surrender and cancellation of this bond, and upon any such transfer a new bond
of this series, for the same aggregate principal amount and having the same
stated maturity date, will be issued to the transferee in exchange
herefor.  Prior to due presentment for registration of transfer, the
Company and the Trustee may deem and treat the person in whose name this bond is
registered as the absolute owner hereof for the purpose of receiving payment and
for all other purposes.  This bond, alone or with other bonds of this
series, may in like manner be exchanged at such office or agency for one or more
bonds of this series of the same aggregate principal amount and having the same
stated maturity date and interest rate, all as provided in the
Indenture.

       

      No
recourse shall be had for the payment of the principal of or interest on this
bond, or for any claim based hereon or otherwise in respect hereof or of the
Indenture, against any incorporator, shareholder, director or officer, as such,
past, present or future, of the Company or of any predecessor or successor
corporation, either directly or through the Company or any predecessor or
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or by any legal or
equitable proceeding or otherwise howsoever (including, without limiting the
generality of the foregoing, any proceeding to enforce any claimed liability of
shareholders of the Company, based upon any theory of disregarding the corporate
entity of the Company or upon any theory that the Company was acting as the
agent or instrumentality of the shareholders); all such liability being, by the
acceptance hereof and as a part of the consideration for the issuance hereof,
expressly waived and released by every holder hereof, and being likewise waived
and released by the terms of the Indenture under which this bond is issued, as
more fully provided in said Indenture.

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

      This bond
shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by The Bank of New York, or its
successor, as Trustee under the Indenture.

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

      In
Witness Whereof, the Company has caused this bond to be signed in its
name by the manual or facsimile signature of its President or one of its Vice
Presidents, and its corporate seal, or a facsimile thereof, to be impressed or
imprinted hereon and attested by the manual or facsimile signature of its
Secretary or one of its Assistant Secretaries.

       

      Dated:
June __, 2008

       

      
        	 
      	
                TUCSON
      ELECTRIC POWER COMPANY

                 

                 

              
	 
      	
                By:

              	 
      
	 
      	 
      	 
      


      

      


      
        	
                Attest:

                 

                 

              
	 
      
	 
      


      

      


      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

      


      [FORM OF
TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

       

      This is
one of the bonds, of the series designated therein, described in the
within-mentioned Indenture.

       

      


      Dated:  June
__, 2008

      


      
        	 
      	
                The
      Bank of New York,

                Trustee

                 

                 

              	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	 
      	 
      


      

      


      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
A

       

      DESCRIPTION
OF MORTGAGED PROPERTY

       

      Generic
Description

       

      All
electric generating plants, gas generating plant, gas holders, steam plant, gas
regulating stations, substations and other properties of the Company, including
all power houses, transmission lines, buildings, pipes, structures and works,
and the lands of the Company on which the same are situated, and all the
Company’s lands, easements, rights, rights-of-way, water rights, rights to the
use of water, including all of the Company’s right, title and interest in and to
any and all decrees therefor, permits, franchises, consents, privileges,
licenses, poles, towers, wires, switch racks, insulators, pipes, machinery,
engines, boilers, motors, regulators, meters, tools, appliances, equipment,
appurtenances and supplies, forming a part of or appertaining to said plants,
holders, sites, stations or other properties, or any of them, or used or enjoyed
or capable of being used or enjoyed in conjunction or connection therewith;
and

       

      All
electric substations and substation sites of the Company including all
buildings, structures, towers, poles, lines, and all equipment, appliances, and
devices for transforming, converting and distributing electric energy, and all
the right, title and interest of the Company in and to the land on which the
same are situated, and all of the Company’s lands, easements, rights-of-way,
rights, franchises, privileges, machinery, equipment, fixtures, appliances,
devices, appurtenances and supplies forming a part of said substation or any of
them, or used or enjoyed, or capable of being used or enjoyed, in conjunction or
connection therewith; and

       

      All
warehouses, buildings, structures, works and sites and the Company’s lands on
which the same are situated, and all easements, rights-of-way, permits,
franchises, consents, privileges, licenses, machinery, equipment, furniture and
fixtures, appurtenances and supplies forming a part of said warehouses,
buildings, structures, works and sites, or any of them, or used or enjoyed or
capable of being used or enjoyed in connection or conjunction therewith;
and

       

      All
electric distribution systems of the Company, including towers, poles, wires,
insulators, appliances, devices, appurtenances and equipment, and all the
Company’s other property, real, personal or mixed, forming a part of, or used,
occupied or enjoyed in connection with or in any way appertaining to said
distribution systems, or any of them, together with all of the Company’s
rights-of-way, easements, permits, privileges, municipal or other franchises,
licenses, consents and rights for or relating to the construction, maintenance
or operation thereof through, over, under or upon any public streets or
highways, or public or private lands; and also all branches, extensions,
improvements and developments of or appertaining to or connected with said
electric distribution systems, or any of them, and all other electric
distribution systems of the Company and parts thereof wherever situated, and
whether now owned or hereafter acquired, as well as all rights-of-way,
easements, privileges, permits, municipal or other franchises, consents and
rights for or relating to the construction, maintenance or operation thereof, or
any part thereof, through, over, under or upon public or private lands, whether
now owned or hereafter acquired; and

       

      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      

       

      All
electric transmission and/or distribution lines of the Company, including the
towers, poles, pole lines, wires, switch racks, insulators, supports, guys,
telephone and telegraph lines and other appliances and equipment, and all other
property of the Company, real, personal or mixed, forming a part thereof or
appertaining thereto, together with all of the Company’s rights-of-way,
easements, permits, privileges, municipal or other franchises, consents,
licenses and rights, for or relating to the construction, maintenance or
operation thereof, through, over, under or upon any public streets or highways
or other lands, public or private; also all extension, branches, taps,
developments and improvements of or to any and all of the above-described
transmission and/or distribution lines, telephone and telegraph lines or any of
them, as well as all rights-of-way, easements, permits, privileges, rights and
municipal or other franchises, licenses and consents, for or relating to the
construction, maintenance or operation of said lines or any of them, or any part
thereof, through, over, under or upon any public streets or highways or any
public or private lands, whether now owned or hereafter acquired;

       

      Excepting,
however, any property of the character of “Excepted Property” within the meaning
of the Supplemental Indenture to which this Schedule A is
attached.

       

      Specific
Description of Any Additional Real Property

       

      Specific
descriptions of additional portions of the Mortgaged Property which constitute
real property, if any, are contained in Annex 1 to this Schedule A.

       

      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      

       

      Annex
1

      to

      Schedule
A

       

      
        Legal
description for T.E.P. Camino del Cerro Substation

         

        PARCEL 1

         

        A parcel
of land situated within that certain real property described and recorded in
Book 96 of Deeds of Real Estate at Page 296 in the Office of the Recorder, Pima
County, Arizona, being a portion of the south half of the southwest quarter of
Section 17, Township 13 South, Range 13 East, Gila and Salt River Meridian, Pima
County, Arizona, said parcel described as follows:

         

        COMMENCING
at northwest corner of said south half of the southwest quarter of Section 17,
said corner being a found 1 1⁄2 inch aluminum capped 1⁄2 inch rebar and bears South
00° 53’04” West (basis
of bearing), 1316.24 feet to the southwest corner of Section 17 being a found 2”
BCSM;

         

        Thence
North 89’ 56’ 43” East, 990.71 feet along the north line of said south half of
the southwest quarter of Section 17 to a point, said point bears N 89° 56’ 43” East, 1653.77 feet
to the northeast corner of said south half of the southwest quarter of Section
17 being a found 1⁄2 inch rebar with a1” plastic cap marked LS 16097, and said
point also being the Point of
Beginning.

         

        Thence
continuing N 89’ 56’ 43” East, 32.84 feet along the north line of said south
half of the southwest quarter of Section 17 to a set 1/2 inch rebar tagged RLS
27234;

         

        Thence
South 32° 56’ 52” East, 480.17 feet to a set 1/2 inch rebar tagged RLS
27234;

         

        Thence
South 57° 03’ 08”
West, 312.00 feet to a set 1/2 inch rebar tagged RLS 27234;

         

        Thence
North 32° 56’ 52” West, 498.00 feet to a set 1/2 inch rebar tagged RLS
27234;

         

        Thence
North 57° 03’ 08” East, 284.43 feet to a set 1⁄2 inch rebar tagged RLS 27234 and
being the Point of
Beginning.

         

        The
above-described parcel of land contains 155,130.2 sq. ft., more or
less.

         

        PARCEL 2

         

        TOGETHER
WITH a thirty (30) foot wide easement appurtenant for underground utilities,
maintenance and ingress-egress, the centerline of which is described as
follows:

         

        COMMENCING
at the southwest corner of Section 17;

         

        Thence
South 89° 57’ 28” East, 181405 feet along the south line of said Section
17;

         

        
          
            
            

          

          
            A-9

            
              

            

          

          
            
            

          

        

         

        Thence
North 00° 02’ 32”
East, 75.00 feet to the Point
of Beginning;

         

        Thence
continuing North 00°
02’ 32” East, 156,63 feet to the beginning of a curve  concave to the
west having a radius of 200.00 feet;

         

        Thence
northwesterly 109.72 feet along said curve through a central angle of 31° 25’ 57”;

         

        Thence
North 31° 23’ 25”
West, 616.62 feet to the beginning of a curve concave to the south have a radius
of 106.00 feet;

         

        Thence
westerly 161.71 feet along said curve through a central angle of 87° 24’
34”;

         

        Thence
South 61° 12’ 01” West, 19.12 feet to the beginning of a curve concave to the
north having a radius of 50.12 feet;

         

        Thence
westerly 41.39 feet along said curve through a central angle of 47° 18’ 44” to a
point on the south line of the afore-described Parcel.1, said point bears N 57°
03’ 08” East, 51.97 feet to the southwest corner thereof mid also being the
terminus of said centerline.

         

        The
above-described parcel of land contains 33,141.0 sq. ft. more or
less.

         

        PARCEL 3

         

        TOGETHER
WITH an exclusive easement for underground electric systems, being a thirty (30)
foot wide strip of land lying northerly of the following described
line.

         

        COMMENCING
at the northwest corner of the south half of the southwest quarter of Section
17;

         

        Thence
North 89° 56’ 43”
East, 101.27 feet along the north line of said south half of the southwest
quarter of Section 17 to a point on the east right-of-way of Silverbell Road as
described and recorded in Docket 5607 at Page 887 in the Office of the Recorder,
Pima County, Arizona;

         

        Thence
South 30° 06’ 03”
East, 100.71 feet along the said east right-of-way of Silverbell Road to the
Point of
Beginning;

         

        Thence
North 59° 48’ 19”
East, 114.45 feet to a point, said point being perpendicular to and 30 feet
southerly of the said north line of the south half of the southwest quarter of
Section 17;

         

        
          
            
            

          

          
            A-10

            
              

            

          

          
            
            

          

        

         

        Thence
North 89° 56’ 43”
East, 693.49 feet parallel with said north line to a point on the northwesterly
line of the above-described Parcel 1, said point bears North 57° 03’ 03” East, 55.24 feet
to the north east corner thereof and the terminus of said easement.

         

        The side
lines of said 30 foot strip easement are to be prolonged or shortened to meet at
angle points and to terminate at the easterly right-of-way line of Silverbell
Road and the northwesterly line of said Camino del Cerro
Substation.

         

        The
above-described parcel of land contains 25,175.4 sq. ft., more or
less.

         

        PARCEL 4

         

        TOGETHER
WITH an easement appurtenant for ingress-egress, lying southeasterly of the
afore-described Parcel 1, more particularly described as follows:

         

        COMMENCING
at the northwest corner of the south half of the southwest quarter of Section
17;

         

        Thence
North 89° 56’ 43” East, 1023.55 feet along the north line of said south half of
the southwest quarter of Section 17 to the northeast corner of the
afore-described Parcel 1;

         

        Thence
South 32° 56’ 52” East, 480.17 feet to the southeast corner of the
afore-described Parcel 1;

         

        Thence
South 57° 03’ 08” West, 261.85 feet along the southeasterly line of the
afore-described Parcel 1 to the Point of
Beginning;

         

        Thence
South 32° 56’ 52” East, 30.00 feet;

         

        Thence
North 57° 03’ 08” East, 226.91 feet to a point on the westerly side line of the
afore-described Parcel 2, being the beginning of a non-tangent curve concave to
the north having a radius of 65.12 feet, to which beginning of curve a radial
line bears South 13° 02’ 15” East;

         

        Thence
westerly 47.09 feet along said curve through a central angle of 41° 26’
04”;

         

        Thence
South 57° 03’ 08” West, 191.94 feet to the Point of
Beginning.

         

        The
above-described parcel of land contains 6152.5 sq. ft., more or
less.

         

        
          
            
            

          

          
            A-11