EX-4.(c)(2)





 Exhibit 4(c)(2) 

TUCSON ELECTRIC POWER COMPANY 

TO 
 U.S. BANK TRUST
COMPANY, NATIONAL ASSOCIATION 
 As successor Trustee under Tucson Electric Power Company’s Indenture (For Unsecured 

Debt Securities) 
 dated
as of November 1, 2011 
  
  

First Supplemental Indenture 

Amending the Indenture (For Unsecured Debt Securities) 

Dated as of May 1, 2022 












 FIRST SUPPLEMENTAL INDENTURE 

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 1, 2022, between TUCSON ELECTRIC POWER COMPANY, a corporation duly organized and
existing under the laws of the State of Arizona (herein called the “Company”), having its principal office at 88 East Broadway Blvd., Tucson, Arizona 85702, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national
banking association having its designated corporate trust office at 100 Wall Street, Suite 600, New York, New York 10007, as successor to U.S. Bank National Association (herein called the “Trustee”), as Trustee under
the Indenture (For Unsecured Debt Securities), dated as of November 1, 2011 (hereinafter called the “Original Indenture”), this First Supplemental Indenture (hereinafter called this “First
Supplemental Indenture”) being supplemental thereto. The Original Indenture and this First Supplemental Indenture and instruments supplemental thereto are hereinafter sometimes collectively called the
“Indenture.” Subject to any amendments provided for in this First Supplemental Indenture, the terms defined in the Original Indenture shall, for all purposes of this First Supplemental Indenture, have the meanings
specified in the Original Indenture. 

  
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 WHEREAS, the Company has heretofore issued, in accordance with the provisions of the
Indenture, as supplemented, the following series of Securities: 
  

									
	 Series
	  	Principal
Amount
Issued	 	  	Principal
Amount
Outstanding	 
	 5.15% Notes due November 15, 2021
	  	$	250,000,000	 	  	$	0	 
	 3.85% Notes due 2023
	  	$	150,000,000	 	  	$	150,000,000	 
	 5.00% Notes due 2044
	  	$	150,000,000	 	  	$	150,000,000	 
	 3.05% Senior Notes due 2025
	  	$	300,000,000	 	  	$	300,000,000	 
	 4.85% Senior Notes due 2048
	  	$	300,000,000	 	  	$	300,000,000	 
	 4.00% Senior Notes due 2050
	  	$	350,000,000	 	  	$	350,000,000	 
	 1.500% Senior Notes due 2030
	  	$	300,000,000	 	  	$	300,000,000	 
	 3.250% Senior Notes due 2051
	  	$	325,000,000	 	  	$	325,000,000	 
	 3.25% Senior Notes due 2032
	  	$	325,000,000	 	  	$	325,000,000	 

 WHEREAS, Section 1202 of the Original Indenture provides, among other things, that with the consent of
the Holders of a majority in aggregate principal amount of the Securities of all series now Outstanding under the Indenture, considered as one class, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into one or more indentures supplemental thereto, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Original Indenture or modifying in any
manner the rights of the Holders of Securities of such series under the Indenture; provided, however, that if there shall be Securities of more than one series Outstanding thereunder and if a proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such series, then the consent of only the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as
one class, shall be required; 

  
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 WHEREAS, pursuant to Section 12 of the Officer’s Certificate (the
“Fifth Series Officer’s Certificate”) establishing the form and certain terms of the 4.85% Senior Notes due 2048 (the “4.85% Notes due
2048”), each initial and future holder of the 4.85% Notes due 2048, by its acquisition of an interest in such 4.85% Notes due 2048, irrevocably (a) consented to the amendment of Section 605 of the Original Indenture as set
forth therein (the “Section 605 Amendment”) without any other or further action by any Holder of such 4.85% Notes due 2048, and (b) designated the Trustee, and its
successors, as its proxy with irrevocable instructions to vote and deliver a written consent on behalf of such Holder in favor of the Section 605 Amendment at any noteholder meeting, in any consent solicitation in lieu of any noteholder
meeting, or otherwise; 
 WHEREAS, pursuant to Section 12 of the Officer’s Certificate (the “Sixth Series
Officer’s Certificate”) establishing the form and certain terms of the 4.00% Senior Notes due 2050 (the “4.00% Notes due
2050”), each initial and future holder of the 4.00% Notes due 2050, by its acquisition of an interest in such 4.00% Notes due 2050, irrevocably (a) consented to the Section 605 Amendment without any other or further action
by any Holder of such 4.00% Notes due 2050, and (b) designated the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver a written consent on behalf of such Holder in favor of the Section 605 Amendment
at any noteholder meeting, in any consent solicitation in lieu of any noteholder meeting, or otherwise; 
 WHEREAS, pursuant to
Section 12 of the Officer’s Certificate (the “Seventh Series Officer’s Certificate”) establishing the form and certain terms
of the 1.500% Senior Notes due 2030 (the “1.500% Notes due 2030”), each initial and future holder of the 1.500% Notes due 2030, by its acquisition of an interest in such 1.500% Notes due 2030, irrevocably
(a) consented to the Section 605 Amendment without any other or further action by any Holder of such 1.500% Notes due 2030, and (b) designated the Trustee, and its successors, as its proxy with irrevocable instructions to vote and
deliver a written consent on behalf of such Holder in favor of the Section 605 Amendment at any noteholder meeting, in any consent solicitation in lieu of any noteholder meeting, or otherwise; 

WHEREAS, pursuant to Section 12 of the Officer’s Certificate (the “Eighth Series
Officer’s Certificate”) establishing the form and certain terms of the 3.250% Senior Notes due 2051 (the “3.250% Notes due
2051”), each initial and future holder of the 3.250% Notes due 2051, by its acquisition of an interest in such 3.250% Notes due 2051, irrevocably (a) consented to the Section 605 Amendment without any other or further
action by any Holder of such 3.250% Notes due 2051, and (b) designated the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver a written consent on behalf of such Holder in favor of the Section 605
Amendment at any noteholder meeting, in any consent solicitation in lieu of any noteholder meeting, or otherwise; 

  
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 WHEREAS, pursuant to Section 12 of the Officer’s Certificate (the
“Ninth Series Officer’s Certificate”) establishing the form and certain terms of the 3.25% Senior Notes due 2032 (the
“3.25% Notes due 2032”), each initial and future holder of the 3.25% Notes due 2032, by its acquisition of an interest in such 3.25% Notes due 2032, irrevocably (a) consented to the Section 605 Amendment
without any other or further action by any Holder of such 3.25% Notes due 2032, and (b) designated the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver a written consent on behalf of such Holder in
favor of the Section 605 Amendment at any noteholder meeting, in any consent solicitation in lieu of any noteholder meeting, or otherwise; 

WHEREAS, pursuant to the last paragraph of Section 1202 of the Indenture, (a) the Holders of the 4.85% Notes due 2048, the 4.00%
Notes due 2050, the 1.500% Notes due 2030, the 3.250% Notes due 2051 and the 3.25% Notes due 2032 shall be deemed to have consented to the Section 605 Amendment, (b) no Act of such Holders shall be required to evidence such consent, and
(c) such consent may be counted in the determination of whether or not the Holders of the requisite principal amount of Securities shall have consented to the Section 605 Amendment; 

WHEREAS, the 4.85% Notes due 2048, the 4.00% Notes due 2050, the 1.500% Notes due 2030, the 3.250% Notes due 2051 and the 3.25% Notes due 2032
constitute a majority of the aggregate principal amount of all Securities now Outstanding; and 
 WHEREAS, the Company has duly authorized
the execution and delivery of this First Supplemental Indenture, and has duly authorized the Section 605 Amendment. 
 NOW THERETOFORE,
in consideration of the foregoing premises, the parties mutually agree, as follows: 
 ARTICLE ONE 

AMENDMENTS TO THE ORIGINAL INDENTURE 

SECTION 101. The holders of a majority in principal amount of the Securities Outstanding under the Indenture having consented to the
amendment set forth in Section 12 of each of the Fifth Series Officer’s Certificate, the Sixth Series Officer’s Certificate, the Seventh Series Officer’s Certificate, the Eighth Series Officer’s Certificate and the Ninth
Series Officer’s Certificate, the Company hereby exercises its right to amend Section 605 of the Original Indenture, effective as of May 1, 2022, as follows: 

  
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 to restate the definition of “Capital Lease Obligations” contained in
Section 605 of the Original Indenture to read, “‘Capital Lease Obligations’ means (i) obligations required to be recognized as lease liabilities on the Company’s consolidated balance sheet in respect of any lease
agreement (including any lease intended as security) of the Company of a character that, under generally accepted accounting principles, is required to be classified as a finance lease (or similar classification), but not as an operating lease (or
similar classification), and (ii) without duplication, the Existing Capital Lease Obligations however any related lease is so required to be classified.” 

ARTICLE TWO 

MISCELLANEOUS PROVISIONS 

SECTION 201. This First Supplemental Indenture is a supplement to the Original Indenture. As supplemented by this First Supplemental
Indenture, the Indenture is in all respects ratified, approved and confirmed. 
 SECTION 202. The recitals contained in this First
Supplemental Indenture shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness and makes no representations as to the validity or sufficiency of this First Supplemental Indenture. 

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument. 
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 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed as of the day and year first above written. 
  

			
	TUCSON ELECTRIC POWER COMPANY
		
	By:	 	 /s/ Martha B. Pritz

		 	Name: Martha B. Pritz
		 	Title: Treasurer



  
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	 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

As Trustee

		
	By:	 	 /s/ Orlando Jones

		 	Name: Orlando Jones
		 	Title: Assistant Vice President



  
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