Attached files
| file | filename |
|---|---|
| EX-23 - EX-23 - TUCSON ELECTRIC POWER CO | c13532exv23.htm |
| EX-31.C - EX-31.C - TUCSON ELECTRIC POWER CO | c13532exv31wc.htm |
| EX-31.B - EX-31.B - TUCSON ELECTRIC POWER CO | c13532exv31wb.htm |
| EX-31.D - EX-31.D - TUCSON ELECTRIC POWER CO | c13532exv31wd.htm |
| EX-31.A - EX-31.A - TUCSON ELECTRIC POWER CO | c13532exv31wa.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
| Commission | Registrant; State of Incorporation; | IRS Employer | ||
| File Number | Address; and Telephone Number | Identification Number | ||
1-13739
|
UNISOURCE ENERGY CORPORATION (An Arizona Corporation) |
86-0786732 | ||
| One South Church Avenue, Suite 100 | ||||
| Tucson, AZ 85701 | ||||
| (520) 571-4000 | ||||
1-5924
|
TUCSON ELECTRIC POWER COMPANY (An Arizona Corporation) |
86-0062700 | ||
| One South Church Avenue, Suite 100 | ||||
| Tucson, AZ 85701 | ||||
| (520) 571-4000 |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Name of Each Exchange | ||||
| Registrant | Title of Each Class | on Which Registered | ||
| UniSource Energy Corporation |
Common Stock, no par value | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of
the Securities Act of 1933.
UniSource Energy Corporation Yes þ No o
Tucson Electric Power Company Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (Exchange Act).
UniSource Energy Corporation Yes o No þ
Tucson Electric Power Company Yes þ No o
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
UniSource Energy Corporation Yes þ No o
Tucson Electric Power Company (1) Yes o No þ
(1) As indicated above, Tucson Electric Power Company is not required to file reports
under the Exchange Act. However, Tucson Electric Power Company has filed all Exchange Act reports
for the preceding 12 months.
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
UniSource Energy Corporation Yes þ No o
Tucson Electric Power Company Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of each registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer,”
“large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
UniSource Energy Corporation
| Large Accelerated Filer þ | Accelerated Filer o | Non-accelerated filer o | Smaller Reporting Company o |
Tucson Electric Power Company
| Large Accelerated Filer o | Accelerated Filer o | Non-accelerated filer þ | Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
UniSource Energy Corporation Yes o No þ
Tucson Electric Power Company Yes o No þ
The aggregate market value of UniSource Energy Corporation voting Common Stock held by
non-affiliates of the registrant was $1,082,660,902 based on the last reported sale price thereof
on the consolidated tape on June 30, 2010.
At February 15, 2011, 36,605,748 shares of UniSource Energy Corporation Common Stock, no par value
(the only class of Common Stock), were outstanding.
At February 15, 2011, 32,139,434 shares of Tucson Electric Power Company’s common stock, no par
value, were outstanding, all of which were held by UniSource Energy Corporation.
Tucson Electric Power Company meets the conditions set forth in General Instructions (I)(1)(a) and
(b) on Form 10-K and is therefore filing this report with the reduced disclosure format.
Documents incorporated by reference: Specified portions of UniSource Energy Corporation’s Proxy
Statement relating to the 2011 Annual Meeting of Shareholders are incorporated by reference into
Part III.
Table of Contents
EXPLANATORY NOTE
This Amendment No.1 on Form 10-K/A to the Annual Report on Form 10-K for UniSource Energy
Corporation (UniSource Energy) and Tucson Electric Power Company (TEP) for the year ended December
31, 2010, originally filed with the Securities and Exchange Commission on March 1, 2011, is being
filed for the purpose of amending Item 15- Exhibits and Financial Statement Schedules in order to
(i) amend the consent of our Independent Registered Public Accounting Firm,
PricewaterhouseCoopers, and (ii) correct certain clerical errors on the Exhibit Index.
Other than amending Item 15 and the Exhibit Index and filing an amended Exhibit 23 consent, this
amendment does not modify or update in any way the disclosures in the Annual Report on Form 10-K
originally filed by UniSource Energy and TEP on March 1, 2011.
K/A-1
TABLE OF CONTENTS
| PART IV | ||||||||
| ITEM 15. — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-23 | ||||||||
| EX-31.A | ||||||||
| EX-31.B | ||||||||
| EX-31.C | ||||||||
| EX-31.D | ||||||||
Table of Contents
PART IV
ITEM 15. — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
|
1. | Consolidated Financial Statements as of December 31, 2010 and 2009 and for Each of the Three Years in the Period Ended December 31, 2010 | ||||
| UniSource Energy Corporation | ||||||
| Report of Independent Registered Public Accounting Firm | ||||||
| Consolidated Statements of Income | ||||||
| Consolidated Statements of Cash Flows | ||||||
| Consolidated Balance Sheets | ||||||
| Consolidated Statements of Capitalization | ||||||
| Consolidated Statements of Changes in Stockholders’ Equity | ||||||
| Notes to Consolidated Financial Statements | ||||||
| Tucson Electric Power Company | ||||||
| Report of Independent Registered Public Accounting Firm | ||||||
| Consolidated Statements of Income | ||||||
| Consolidated Statements of Cash Flows | ||||||
| Consolidated Balance Sheets | ||||||
| Consolidated Statements of Capitalization | ||||||
| Consolidated Statements of Changes in Stockholder’s Equity | ||||||
| Notes to Consolidated Financial Statements | ||||||
| 2. | Financial Statement Schedules | |||||
| Schedule II | ||||||
| Valuation and Qualifying Accounts | ||||||
| 3. | Exhibits | |||||
| Reference is made to the Exhibit Index |
K/A-2
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| UNISOURCE ENERGY CORPORATION |
||||
| Date: March 2, 2011 | By: | /s/ Kevin P. Larson | ||
| Kevin P. Larson | ||||
| Senior Vice President and Principal Financial Officer | ||||
K/A-3
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| TUCSON ELECTRIC POWER COMPANY |
||||
| Date: March 2, 2011 | By: | /s/ Kevin P. Larson | ||
| Kevin P. Larson | ||||
| Senior Vice President and Principal Financial Officer | ||||
K/A-4
Table of Contents
EXHIBIT INDEX
| *2 | (a) | — | Agreement and Plan of Exchange, dated as of March 20, 1995, between TEP, UniSource Energy and NCR Holding,
Inc. (Form 10-K for the year ended December 31,1997, File No. 1-13739 — Exhibit. 2(a)). |
|||
| *3 | (a) | — | Restated Articles of Incorporation of TEP, filed with the ACC on August 11, 1994, as amended by Amendment to
Article Fourth of our Restated Articles of Incorporation, filed with the ACC on May 17, 1996. (Form 10-K for
the year ended December 31, 1996, File No. 1-5924-Exhibit No 3(a)) |
|||
| #3 | (a)(1) | — | TEP Articles of Amendment filed with the ACC on September 3, 2009. |
|||
| *3 | (b) | — | Bylaws of TEP, as amended as of August 31, 2009 (Form 10-Q for the quarter ended September 30, 2009, File No.
1-13739 — Exhibit 3.1). |
|||
| *3 | (c) | — | Amended and Restated Articles of Incorporation of UniSource Energy. (Form 8-A/A, dated January 30, 1998, File
No. 1-13739 — Exhibit 2(a)). |
|||
| *3 | (d) | — | Bylaws of UniSource Energy, as amended February 27, 2008 (Form 10-K for the year ended December 31, 2007,
File No. 1-13739 — Exhibit 3(d)). |
|||
| 4 | (a) | — | Reserved. |
|||
| *4 | (b)(1) | — | Loan Agreement, dated as of October 1, 1982, between the Pima County Authority and TEP relating to Floating
Rate Monthly Demand Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company Sundt
Project). (Form 10-Q for the quarter ended September 30, 1982, File No. 1-5924 — Exhibit 4(a).) |
|||
| *4 | (b)(2) | — | Indenture of Trust, dated as of October 1, 1982, between the Pima County Authority and Morgan Guaranty
authorizing Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric
Power Company Sundt Project). (Form 10-Q for the quarter ended September 30, 1982, File No. 1-5924 —
Exhibit 4(b).) |
|||
| *4 | (b)(3) | — | First Supplemental Loan Agreement, dated as of March 31, 1992, between the Pima County Authority and TEP
relating to Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company Sundt
Project). (Form S-4, Registration No. 33-52860 — Exhibit 4(h)(3).) |
|||
| *4 | (b)(4) | — | First Supplemental Indenture of Trust, dated as of March 31, 1992, between the Pima County Authority and
Morgan Guaranty relating to Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power
Company Sundt Project). (Form S-4, Registration No. 33-52860 — Exhibit 4(h)(4).) |
|||
| *4 | (c)(1) | — | Loan Agreement, dated as of December 1, 1982, between the Pima County Authority and TEP relating to Floating
Rate Monthly Demand Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company
Projects). (Form 10-K for the year ended December 31, 1982, File No. 1-5924 — Exhibit 4(k)(1).) |
|||
| *4 | (c)(2) | — | Indenture of Trust dated as of December 1, 1982, between the Pima County Authority and Morgan Guaranty
authorizing Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric
Power Company Projects). (Form 10-K for the year ended December 31, 1982, File No. 1-5924 — Exhibit
4(k)(2).) |
|||
| *4 | (c)(3) | — | First Supplemental Loan Agreement, dated as of March 31, 1992, between the Pima County Authority and TEP
relating to Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power Company Projects).
(Form S-4, Registration No. 33-52860 — Exhibit 4(i)(3).) |
K/A-5
Table of Contents
| *4 | (c)(4) | — | First Supplemental Indenture of Trust, dated as of March 31, 1992, between the Pima County Authority and
Morgan Guaranty relating to Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric Power
Company Projects). (Form S-4, Registration No. 33-52860 — Exhibit 4(i)(4).) |
|||
| *4 | (d)(1) | — | Loan Agreement, dated as of December 1, 1983, between the Apache County Authority and TEP relating to
Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1983 Series A (Tucson Electric Power
Company Springerville Project). (Form 10-K for the year ended December 31, 1983, File No. 1-5924 — Exhibit
4(I)(1).) |
|||
| *4 | (d)(2) | — | Indenture of Trust, dated as of December 1, 1983, between the Apache County Authority and Morgan Guaranty
authorizing Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1983 Series A (Tucson Electric
Power Company Springerville Project). (Form 10-K for the year ended December 31, 1983, File no. 1-5924 —
Exhibit 4(I)(2).) |
|||
| *4 | (d)(3) | — | First Supplemental Loan Agreement, dated as of December 1, 1985, between the Apache County Authority and TEP
relating to Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1983 Series A (Tucson Electric
Power Company Springerville Project). (Form 10-K for the year ended December 31, 1987, File No. 1-5924 —
Exhibit 4(k)(3).) |
|||
| *4 | (d)(4) | — | First Supplemental Indenture, dated as of December 1, 1985, between the Apache County Authority and Morgan
Guaranty relating to Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1983 Series A (Tucson
Electric Power Company Springerville Project). (Form 10-K for the year ended December 31, 1987, File No.
1-5924 — Exhibit 4(k)(4).) |
|||
| *4 | (d)(5) | — | Second Supplemental Loan Agreement, dated as of March 31, 1992, between the Apache County Authority and TEP
relating to Industrial Development Revenue Bonds, 1983 Series A (Tucson Electric Power Company Springerville
Project). (Form S-4, Registration No. 33-52860 — Exhibit 4(k)(5).) |
|||
| *4 | (d)(6) | — | Second Supplemental Indenture of Trust, dated as of March 31, 1992, between the Apache County Authority and
Morgan Guaranty relating to Industrial Development Revenue Bonds, 1983 Series A (Tucson Electric Power
Company Springerville Project). (Form S-4, Registration No. 33-52860 — Exhibit 4(k)(6).) |
|||
| *4 | (e)(1) | — | Loan Agreement, dated as of December 1, 1983, between the Apache County Authority and TEP relating to
Variable Rate Demand Industrial Development Revenue Bonds, 1983 Series B (Tucson Electric Power Company
Springerville Project). (Form 10-K for the year ended December 31, 1983, File No. 1-5924 — Exhibit
4(m)(1).) |
|||
| *4 | (e)(2) | — | Indenture of Trust dated as of December 1, 1983, between the Apache County Authority and Morgan Guaranty
authorizing Variable Rate Demand Industrial Development Revenue Bonds. 1983 Series B (Tucson Electric Power
Company Springerville Project). (Form 10-K for the year ended December 31, 1983, File No. 1-5924 — Exhibit
4(m)(2).) |
|||
| *4 | (e)(3) | — | First Supplemental Loan Agreement, dated as of December 1, 1985, between the Apache County Authority and TEP
relating to Floating Rate Monthly Demand Industrial Developmental Revenue Bonds, 1983 Series B (Tucson
Electric Power Company Springerville Project). (Form 10-K for the year ended December 31, 1987, File No.
1-5924 — Exhibit 4(I)(3).) |
|||
| *4 | (e)(4) | — | First Supplemental Indenture, dated as of December 1, 1985, between the Apache County Authority and Morgan
Guaranty relating to Floating Rate Monthly Demand Industrial Development Revenue Bonds, 1983 Series B (Tucson
Electric Power Company Springerville Project). (Form 10-K for the year ended December 31, 1987, File No.
1-5924 — Exhibit 4(I)(4).) |
|||
| *4 | (e)(5) | — | Second Supplemental Loan Agreement, dated as of March 31, 1992, between the Apache County Authority and TEP
relating to Industrial Development Revenue Bonds, 1983 Series B
(Tucson Electric Power Company Springerville Project). (Form S-4, Registration
No. 33-52860 — Exhibit 4(I)(5).) |
K/A-6
Table of Contents
| *4(e | )(6) | — | Second Supplemental Indenture of Trust,
dated as of March 31, 1992, between the
Apache County Authority and Morgan
Guaranty relating to Industrial
Development Revenue Bonds, 1983 Series
B (Tucson Electric Power Company
Springerville Project). (Form S-4,
Registration No. 33-52860 — Exhibit
4(I)(6).) |
|||
| *4(f | )(1) | — | Loan Agreement, dated as of December 1,
1983, between the Apache County
Authority and TEP relating to Variable
Rate Demand Industrial Development
Revenue Bonds, 1983 Series C (Tucson
Electric Power Company Springerville
Project). (Form 10-K for year ended
December 31, 1983, File No. 1-5924 —
Exhibit 4(n)(1).) |
|||
| *4(f | )(2) | — | Indenture of Trust dated as of December
1, 1983, between the Apache County
Authority and Morgan Guaranty
authorizing Variable Rate Demand
Industrial Development Revenue Bonds,
1983 Series C (Tucson Electric Power
Company Springerville Project). (Form
10-K for the year ended December 31,
1983, File No. 1-5924 — Exhibit
4(n)(2).) |
|||
| *4(f | )(3) | — | First Supplemental Loan Agreement,
dated as of December 1, 1985, between
the Apache County Authority and TEP
relating to Floating Rate Monthly
Demand Industrial Development Revenue
Bonds, 1983 Series C (Tucson Electric
Power Company Springerville Project).
(Form 10-K for the year ended December
31, 1987, File No. 1-5924 — Exhibit
4(m)(3).) |
|||
| *4(f | )(4) | — | First Supplemental Indenture, dated as
of December 1, 1985, between the Apache
County Authority and Morgan Guaranty
relating to Floating Rate Monthly
Demand Industrial Development Revenue
Bonds, 1983 Series C (Tucson Electric
Power Company Springerville Project).
(Form 10-K for the year ended December
31, 1987, File No. 1-5924 — Exhibit
4(m)(4).) |
|||
| *4(f | )(5) | — | Second Supplemental Loan Agreement,
dated as of March 31, 1992, between the
Apache County Authority and TEP
relating to Industrial Development
Revenue Bonds, 1983 Series C (Tucson
Electric Power Company Springerville
Project). (Form S-4, Registration No.
33-52860 — Exhibit 4(m)(5).) |
|||
| *4(f | )(6) | — | Second Supplemental Indenture of Trust, dated as of March
31, 1992, between the Apache County Authority and Morgan Guaranty
relating to Industrial Development Revenue Bonds, 1983 Series C
(Tucson Electric Power Company Springerville Project). (Form
S-4, Registration No. 33-52860 — Exhibit 4(m)(6).) |
|||
| 4 | (g) | — | Reserved |
|||
| *4(h | )(1) | — | Loan Agreement, dated as of December 1,
1985, between the Apache County
Authority and TEP relating to Variable
Rate Demand Industrial Development
Revenue Bonds, 1985 Series A (Tucson
Electric Power Company Springerville
Project). (Form 10-K for the year
ended December 31, 1985, File No.
1-5924 — Exhibit 4(r)(1).) |
|||
| *4(h | )(2) | — | Indenture of Trust dated as of December
1, 1985, between the Apache County
Authority and Morgan Guaranty
authorizing Variable Rate Demand
Industrial Development Revenue Bonds,
1985 Series A (Tucson Electric Power
Company Springerville Project). (Form
10-K for the year ended December 31,
1985, File No. 1-5924 — Exhibit
4(r)(2).) |
|||
| *4(h | )(3) | — | First Supplemental Loan Agreement,
dated as of March 31, 1992, between the
Apache County Authority and TEP
relating to Industrial Development
Revenue Bonds, 1985 Series A (Tucson
Electric Power Company Springerville
Project). (Form S-4, Registration No.
33-52860 — Exhibit 4(o)(3).) |
|||
| *4(h | )(4) | — | First Supplemental Indenture of Trust,
dated as of March 31, 1992, between the
Apache County Authority and Morgan
Guaranty relating to Industrial
Development Revenue Bonds, 1985 Series A (Tucson Electric Power Company Springerville Project). (Form S-4,
Registration No. 33-52860 — Exhibit 4(o)(4).) |
K/A-7
Table of Contents
| *4(i | )(1) | — | Indenture of Mortgage and Deed of Trust dated as of
December 1, 1992, to Bank of Montreal Trust Company,
Trustee. (Form S-1, Registration No. 33-55732 —
Exhibit 4(r)(1).) |
|||
| *4(i | )(2) | — | Supplemental Indenture No. 1 creating a series of bonds
designated Second Mortgage Bonds, Collateral Series A,
dated as of December 1, 1992. (Form S-1, Registration
No. 33-55732 — Exhibit 4(r)(2).) |
|||
| *4(i | )(3) | — | Supplemental Indenture No. 2 creating a series of bonds
designated Second Mortgage Bonds, Collateral Series B,
dated as of December 1, 1997. (Form 10-K for year
ended December 31, 1997, File No. 1-5924 — Exhibit
4(m)(3).) |
|||
| *4(i | )(4) | — | Supplemental Indenture No. 3 creating a series of bonds
designated Second Mortgage Bonds, Collateral Series,
dated as of August 1, 1998. (Form 10-Q for the quarter
ended June 30, 1998, File No. 1-5924 — Exhibit 4(c).) |
|||
| *4(i | )(5) | — | Supplemental Indenture No. 4 creating a series of bonds
designated Second Mortgage Bonds, Collateral Series C,
dated as of November 1, 2002. (Form 8-K dated November
27, 2002, File Nos. 1-05924 and 1-13739 — Exhibit
99.2.) |
|||
| *4(i | )(6) | — | Supplemental Indenture No. 5 creating a series of bonds
designated Second Mortgage Bonds, Collateral Series D,
dated as of March 1, 2004. (Form 8-K dated March 31,
2004, File Nos. 1-05924 and 1-13739 — Exhibit 10 (b).) |
|||
| *4(i | )(7) | — | Supplemental Indenture No. 6 creating a series of bonds
designated Second Mortgage Bonds, Collateral Series E,
dated as of May 1, 2005. (Form 10-Q for the quarter
ended March 31, 2005, File Nos. 1-5924 and 1-13739 —
Exhibit 4(b).) |
|||
| *4(i | )(8) | — | Supplemental Indenture No. 7 creating a series of bonds
designated First Mortgage Bonds, Collateral Series F,
dated as of December 1, 2006. (Form 8-K dated December
22, 2006, File Nos. 1-5924 and 1-13739 — Exhibit 4.1.) |
|||
| *4(i | )(9) | — | Supplemental Indenture No. 8 creating a series of bonds
designated First Mortgage Bonds, Collateral Series G,
dated as of June 1, 2008. (Form 8-K dated June 25,
2008, File Nos. 1-5924 and 1-13739 — Exhibit 4(b).). |
|||
| *4(i | )(10) | — | Supplemental Indenture No. 9 dated as of July 3, 2008
(Form 10-K for the year ended December 31, 2009, File
No. 1-3739, Exhibit 4(i)(10)). |
|||
| *4(i | )(11) | — | Supplemental Indenture No. 10 creating a series of
bonds designated as First Mortgage Bonds, Collateral
Series H, dated as of March 1, 2010. (Form 8-K dated
March 5, 2010, File No. 1-13739, Exhibit 4(b)). |
|||
| *4(i | )(12) | — | Supplemental Indenture No.11, dated as of November 1,
2010, between Tucson Electric Power Company and The
Bank of New York Mellon, as trustee. (For 8-K dated
November 15, 2010, File No. 1-13739, Exhibit 4.5). |
|||
| *4(i | )(13) | — | Supplemental Indenture No. 12, dated as of December 1,
2010, between TEP and the Bank of New York Mellon,
creating a series of bonds designated First Mortgage
Bonds, Collateral Series J. (Form 8-K dated December
17, 2010, File No. 1-13739, Exhibit 4(b)). |
|||
| *4(j | )(1) | — | Indenture of Trust, dated as of June 1, 2008, between
The Industrial Development Authority of the County of
Pima and U.S. Trust National Association authorizing
Industrial Development Revenue Bonds, 2008 Series B
(Tucson Electric Power Company Project). (Form 8-K
dated June 25, 2008, File Nos. 1-5924 and 1-13739 —
Exhibit 4(a).) |
K/A-8
Table of Contents
| *4 | (j)(2) | — | Loan Agreement, dated as of June 1, 2008, between The
Industrial Development Authority of the County of Pima
and TEP relating to Industrial Development Revenue
Bonds, 2008 Series B (Tucson Electric Power Company
Project). (Form 8-K dated June 25, 2008, File Nos.
1-5924 and 1-13739 — Exhibit 4(b).) |
|||
| *4 | (k)(1) | — | Indenture of Trust, dated as of December 1, 2010,
between the Coconino County, Arizona Pollution Control
Corporation and U.S. Bank Trust National Association
authorizing Pollution Control Bonds, 2010 Series A
(Tucson Electric Power Company Navajo Project). (Form
8-K dated December 17, 2010, File No. 1-13739, Exhibit
4(c)). |
|||
| *4 | (k)(2) | — | Loan Agreement, dated as of December 1, 2010, between
the Coconino County, Arizona Pollution Control
Corporation and TEP relating to Pollution Control
Bonds, 2010 Series A (Tucson Electric Power Company
Navajo Project). (Form 8-K dated December 17, 2010,
File No. 1-13739, Exhibit 4(d)). |
|||
| *4 | (l)(1) | — | Loan Agreement, dated as of September 15, 1997, between
The Industrial Development Authority of the County of
Pima and TEP relating to Industrial Development Revenue
Bonds, 1997 Series A (Tucson Electric Power Company
Project). (Form 10-Q for the quarter ended September
30, 1997, File No. 1-5924 — Exhibit 4(a).) |
|||
| *4 | (l)(2) | — | Indenture of Trust, dated as of September 15, 1997,
between The Industrial Development Authority of the
County of Pima and First Trust of New York, National
Association, authorizing Industrial Development Revenue
Bonds, 1997 Series A (Tucson Electric Power Company
Project). (Form 10-Q for the quarter ended September
30, 1997, File No. 1-5924 — Exhibit 4(b).) |
|||
| *4 | (m)(1) | — | Loan Agreement, dated as of March 1, 1998, between The
Industrial Development Authority of the County of
Apache and TEP relating to Pollution Control Revenue
Bonds, 1998 Series A (Tucson Electric Power Company
Project). (Form 10-Q for the quarter ended March 31,
1998, File No. 1-5924 — Exhibit 4(a).) |
|||
| *4 | (m)(2) | — | Indenture of Trust, dated as of March 1, 1998, between
The Industrial Development Authority of the County of
Apache and First Trust of New York, National
Association, authorizing Pollution Control Revenue
Bonds, 1998 Series A (Tucson Electric Power Company
Project). (Form 10-Q for the quarter ended March 31,
1998, File No. 1-5924 — Exhibit 4(b).) |
|||
| *4 | (n)(1) | — | Loan Agreement, dated as of March 1, 1998, between The
Industrial Development Authority of the County of
Apache and TEP relating to Pollution Control Revenue
Bonds, 1998 Series B (Tucson Electric Power Company
Project). (Form 10-Q for the quarter ended March 31,
1998, File No. 1-5924 — Exhibit 4(c).) |
|||
| *4 | (n)(2) | — | Indenture of Trust, dated as of March 1, 1998, between
The Industrial Development Authority of the County of
Apache and First Trust of New York, National
Association, authorizing Pollution Control Revenue
Bonds, 1998 Series B (Tucson Electric Power Company
Project). (Form 10-Q for the quarter ended March 31,
1998, File No. 1-5924 — Exhibit 4(d).) |
|||
| *4 | (o)(1) | — | Loan Agreement, dated as of March 1, 1998, between The
Industrial Development Authority of the County of
Apache and TEP relating to Industrial Development
Revenue Bonds, 1998 Series C (Tucson Electric Power
Company Project). (Form 10-Q for the quarter ended
March 31, 1998, File No. 1-5924 — Exhibit 4(e).) |
|||
| *4 | (o)(2) | — | Indenture of Trust, dated as of March 1, 1998, between
The Industrial Development Authority of the County of
Apache and First Trust of New York, National
Association, authorizing Industrial Development Revenue
Bonds, 1998 Series C (Tucson Electric Power Company
Project). (Form 10-Q for the quarter ended March 31,
1998, File No. 1-5924 — Exhibit 4(f).) |
|||
| 4 | (p) | — | Reserved. |
K/A-9
Table of Contents
| *4 | (q)(1) | — | Amendment No. 4 to Amended and Restated TEP Credit
Agreement, dated as of June 24, 2010. (Form 10-Q for
the quarter ended June 30, 2010, File No. 1-13739,
Exhibit 4(a)). |
|||
| *4 | (r)(1) | — | Second Amended and Restated Credit Agreement, dated as
of November 9, 2010, among Tucson Electric Power
Company, Union Bank, N.A., as Administrative Agent, and
a group of lenders. (For 8-K dated November 15, 2010,
File No. 1-13739, Exhibit 4.3). |
|||
| *4 | (s)(1) | — | Note Purchase and Guaranty Agreement dated August 11,
2003 among UNS Gas, Inc., and UniSource Energy
Services, Inc., and certain institutional investors.
(Form 8-K dated August 21, 2003, File Nos. 1-5924 and
1-13739 — Exhibit 99.2.) |
|||
| *4 | (t)(1) | — | Note Purchase and Guaranty Agreement dated August 5,
2008 among UNS Electric, Inc., and UniSource Energy
Services, Inc., and certain institutional investors.
(Form 10-Q for the quarter ended June 30, 2008, File
Nos. 1-5924 and 1-13739 — Exhibit 4.). |
|||
| *4 | (u)(1) | — | Indenture dated as of March 1, 2005, to The Bank of New
York, as Trustee. (Form 8-K dated March 3, 2005, File
Nos. 1-5924 and 1-13739 — Exhibit 4.1). |
|||
| *4 | (v)(1) | — | Second Amended and Restated Credit Agreement, dated as
of November 9, 2010, among UniSource Energy
Corporation, Union Bank, N.A., as Administrative Agent,
and a group of lenders. (For 8-K dated November 15,
2010, File No. 1-13739, Exhibit 4.1). |
|||
| *4 | (w)(1) | — | Second Amended and Restated Credit Agreement, dated as
of November 9, 2010, among UNS Electric, Inc., UNS Gas,
Inc., UniSource Energy Services, Inc., Union Bank,
N.A., as Administrative Agent, and a group of lenders.
(For 8-K dated November 15, 2010, File No. 1-13739,
Exhibit 4.4). |
|||
| *4 | (x)(1) | — | Reimbursement Agreement, dated as of December 14, 2010,
among TEP, as Borrower, the financial institutions from
time to time, parties thereto and JPMorgan Chase Bank,
N.A., as Administrative Agent and as Issuing Bank.
(Form 8-K dated December 17, 2010, File No. 1-13739,
Exhibit 4(a)). |
|||
| *4 | (y)(1) | — | Second Amended and Restated Pledge Agreement, dated as
of November 9, 2010, among UniSource Energy
Corporation, Union Bank, N.A., as Administrative Agent,
and a group of lenders. (Form 8-K dated November 15,
2010, File No. 1-13739, Exhibit 4.2). |
|||
| *4 | (z)(1) | — | Indenture of Trust, dated as of March 1, 2008, between
The Industrial Development Authority of the County of
Pima and U.S. Trust National Association authorizing
Industrial Development Revenue Bonds, 2008 Series A
(Tucson Electric Power Company Project). (Form 8-K
dated March 19, 2008, File Nos. 1-5924 and 1-13739 —
Exhibit 4(a).) |
|||
| *4 | (z)(2) | — | Loan Agreement, dated as of March 1, 2008, between the
Industrial Development Authority of the County of Pima
and TEP relating to Industrial Development Revenue
Bonds, 2008 Series A (Tucson Electric Power Company
Project). (Form 8-K dated March 19, 2008, File Nos.
1-5924 and 1-13739 — Exhibit 4(b).) |
|||
| *4 | (ab)(1) | — | Indenture of Trust, dated as of October 1, 2009,
between The Industrial Development Authority of the
County of Pima and U.S Bank Trust National Association
authorizing Pollution Control Revenue Bonds, 2009
Series A (Tucson Electric Power Company Navajo
Project). (Form 8-K dated October 13, 2009, File No.
1-13739- Exhibit 4(A)). |
|||
| *4 | (ab)(2) | — | Loan Agreement, dated as of October 1, 2009, between
The Industrial Development Authority of the County of
Pima and TEP relating to Pollution Control Revenue
Bonds, 2009 Series A (Tucson Electric Power Company San
Juan Project). (Form 8-K dated October 13, 2009, File
No. 1-13739- Exhibit 4(B)). |
|||
| *4 | (ab)(3) | — | Indenture of Trust, dated as of October 1, 2009,
between Coconino County, Arizona Pollution Control
Corporation and U.S Bank Trust National Association
authorizing Pollution Control
Revenue Bonds, 2009 Series A (Tucson Electric Power Company Navajo Project). (Form
8-K dated October 13, 2009, File No. 1-13739- Exhibit 4(C)). |
K/A-10
Table of Contents
| *4 | (ab)(4) | — | Loan Agreement, dated as of October 1, 2009, between
Coconino County, Arizona Pollution Control Corporation
and TEP relating to Pollution Control Revenue Bonds,
2009 Series A (Tucson Electric Power Company Navajo
Project). (Form 8-K dated October 13, 2009, File No.
1-13739- Exhibit 4(D)). |
|
| *4 | (ac)(1) | — | UniSource Energy Development Credit Agreement, dated as
of March 26, 2009, between UED and Union Bank, N.A. and
the banks named therein and from time to time parties
thereto. (Form 8-K dated April 1, 2009, File No.
1-13739- Exhibit 4(a)). |
|
| *4 | (ac)(2) | — | Guaranty Agreement, dated as of March 26, 2009, made by
UniSource Energy in favor of Union Bank, N.A. as Agent
for each of the secured parties as defined in the UED
Credit Agreement. (Form 8-K dated April 1, 2009, File
No. 1-13739- Exhibit 4(b)). |
|
| *4 | (ac)(3) | — | Amendment No. 1 to UED Credit Agreement, dated as of
February 3, 2010, among UED, Union Bank, N.A. as Agent,
and the banks named therein and from time to time party
thereto. (Form 10-K for the year ended December 31,
2009, File No. 1-13739 Exhibit 4(aa)(9)). |
|
| *4 | (ad)(1) | — | Loan Agreement dated as of March 1, 2010, between
Tucson Electric Power Company and JP Morgan Chase Bank,
as Lender and Administrative Agent. (Form 8-K dated
March 5, 2010, File No. 1-13739, Exhibit 4(a)). |
|
| *4 | (ad)(2) | — | Amendment No. 1, dated as of June 24, 2010, to TEP Loan
Agreement dated as of March 1, 2010. (Form 10-Q for the
quarter ended June 30, 2010, File No. 1-13739, Exhibit
4(b)). |
|
| *4 | (ae)(1) | — | Indenture of Trust, dated as of October 1, 2010,
between the Industrial Development Authority of the
County of Pima and U.S. Bank Trust National
Association, authorizing Industrial Development Revenue
Bonds, 2010 Series A (Tucson Electric Power Company
Project). (Form 8-K dated October 8, 2010, File No.
1-13739 Exhibit 4(a)). |
|
| *4 | (ae)(2) | — | Loan Agreement, dated as of October 1, 2010, between
the Industrial Development Authority of the County of
Pima and TEP, relating to Industrial Development
Revenue Bonds, 2010 Series A (Tucson Electric Power
Company Project). (Form 8-K dated October 8, 2010,
File No. 1-13739 Exhibit 4(b)). |
|
| *10 | (a)(1) | — | Lease Agreements, dated as of December 1, 1984, between
Valencia and United States Trust Company of New York,
as Trustee, and Thomas B. Zakrzewski, as Co-Trustee, as
amended and supplemented. (Form 10-K for the year
ended December 31, 1984, File No. 1-5924 — Exhibit
10(d)(1).) |
|
| *10 | (a)(2) | — | Guaranty and Agreements, dated as of December 1, 1984,
between TEP and United States Trust Company of New
York, as Trustee, and Thomas B. Zakrzewski, as
Co-Trustee. (Form 10-K for the year ended December 31,
1984, File No. 1-5924 — Exhibit 10(d)(2).) |
|
| *10 | (a)(3) | — | General Indemnity Agreements, dated as of December 1,
1984, between Valencia and TEP, as Indemnitors; General
Foods Credit Corporation, Harvey Hubbell Financial,
Inc. and J.C. Penney Company, Inc. as Owner
Participants; United States Trust Company of New York,
as Owner Trustee; Teachers Insurance and Annuity
Association of America as Loan Participant; and Marine
Midland Bank, N.A., as Indenture Trustee. (Form 10-K
for the year ended December 31, 1984, File No. 1-5924
— Exhibit 10(d)(3).) |
|
| *10 | (a)(4) | — | Tax Indemnity Agreements, dated as of December 1, 1984,
between General Foods Credit Corporation, Harvey
Hubbell Financial, Inc. and J.C. Penney Company, Inc.,
each as Beneficiary under a separate Trust Agreement
dated December 1, 1984, with United States Trust of New
York as Owner Trustee, and Thomas B. Zakrzewski as
Co-Trustee, Lessor, and
Valencia, Lessee, and TEP, Indemnitors. (Form 10-K for the year ended December
31, 1984, File No. 1-5924 — Exhibit 10(d)(4).) |
K/A-11
Table of Contents
| *10 | (a)(5) | — | Amendment No. 1, dated December 31, 1984, to the Lease
Agreements, dated December 1, 1984, between Valencia
and United States Trust Company of New York, as Owner
Trustee, and Thomas B. Zakrzewski as Co-Trustee.
(Form 10-K for the year ended December 31, 1986, File
No. 1-5924 — Exhibit 10(e)(5).) |
|
| *10 | (a)(6) | — | Amendment No. 2, dated April 1, 1985, to the Lease
Agreements, dated December 1, 1984, between Valencia
and United States Trust Company of New York, as Owner
Trustee, and Thomas B. Zakrzewski as Co-Trustee.
(Form 10-K for the year ended December 31, 1986, File
No. 1-5924 — Exhibit 10(e)(6).) |
|
| *10 | (a)(7) | — | Amendment No. 3 dated August 1, 1985, to the Lease
Agreements, dated December 1, 1984, between Valencia
and United States Trust Company of New York, as Owner
Trustee, and Thomas Zakrzewski as Co-Trustee. (Form
10-K for the year ended December 31, 1986, File No.
1-5924 — Exhibit 10(e)(7).) |
|
| *10 | (a)(8) | — | Amendment No. 4, dated June 1, 1986, to the Lease
Agreement, dated December 1, 1984, between Valencia
and United States Trust Company of New York as Owner
Trustee, and Thomas Zakrzewski as Co-Trustee, under a
Trust Agreement dated as of December 1, 1984, with
General Foods Credit Corporation as Owner Participant.
(Form 10-K for the year ended December 31, 1986, File
No. 1-5924 — Exhibit 10(e)(8).) |
|
| *10 | (a)(9) | — | Amendment No. 4, dated June 1, 1986, to the Lease
Agreement, dated December 1, 1984, between Valencia
and United States Trust Company of New York as Owner
Trustee, and Thomas Zakrzewski as Co-Trustee, under a
Trust Agreement dated as of December 1, 1984, with
J.C. Penney Company, Inc. as Owner Participant. (Form
10-K for the year ended December 31, 1986, File No.
1-5924 — Exhibit 10(e)(9).) |
|
| *10 | (a)(10) | — | Amendment No. 4, dated June 1, 1986, to the Lease
Agreement, dated December 1, 1984, between Valencia
and United States Trust Company of New York as Owner
Trustee, and Thomas Zakrzewski as Co-Trustee, under a
Trust Agreement dated as of December 1, 1984, with
Harvey Hubbell Financial Inc. as Owner Participant.
(Form 10-K for the year ended December 31, 1986, File
No. 1-5924 — Exhibit 10(e)(10).) |
|
| *10 | (a)(11) | — | Lease Amendment No. 5 and Supplement No. 2, to the
Lease Agreement, dated July 1, 1986, between Valencia,
United States Trust Company of New York as Owner
Trustee, and Thomas Zakrzewski as Co-Trustee and J.C.
Penney as Owner Participant. (Form 10-K for the year
ended December 31, 1986, File No. 1-5924 — Exhibit
10(e)(11).) |
|
| *10 | (a)(12) | — | Lease Amendment No. 5, to the Lease Agreement, dated
June 1, 1987, between Valencia, United States Trust
Company of New York as Owner Trustee, and Thomas
Zakrzewski as Co-Trustee and General Foods Credit
Corporation as Owner Participant. (Form 10-K for the
year ended December 31, 1988, File No. 1-5924 —
Exhibit 10(f)(12).) |
|
| *10 | (a)(13) | — | Lease Amendment No. 5, to the Lease Agreement, dated
June 1, 1987, between Valencia, United States Trust
Company of New York as Owner Trustee, and Thomas
Zakrzewski as Co-Trustee and Harvey Hubbell Financial
Inc. as Owner Participant. (Form 10-K for the year
ended December 31, 1988, File No. 1-5924 — Exhibit
10(f)(13).) |
|
| *10 | (a)(14) | — | Lease Amendment No. 6, to the Lease Agreement, dated
June 1, 1987, between Valencia, United States Trust
Company of New York as Owner Trustee, and Thomas
Zakrzewski as Co-Trustee and J.C. Penney Company, Inc.
as Owner Participant. (Form 10-K for the year ended
December 31, 1988, File No. 1-5924 — Exhibit
10(f)(14).) |
|
| *10 | (a)(15) | — | Lease Supplement No. 1, dated December 31, 1984, to
Lease Agreements, dated December 1, 1984, between
Valencia, as Lessee and United States Trust Company of
New York and Thomas B. Zakrzewski, as Owner Trustee
and Co-Trustee, respectively (document filed
relates to General Foods Credit Corporation; documents relating to Harvey Hubbell
Financial, Inc. and JC Penney Company, Inc. are not filed but are substantially
similar). (Form S-4 Registration No. 33-52860 — Exhibit 10(f)(15).) |
K/A-12
Table of Contents
| *10 | (a)(16) | — | Amendment No. 1, dated June 1, 1986, to the General
Indemnity Agreement, dated as of December 1, 1984,
between Valencia and TEP, as Indemnitors, General
Foods Credit Corporation, as Owner Participant, United
States Trust Company of New York, as Owner Trustee,
Teachers Insurance and Annuity Association of America,
as Loan Participant, and Marine Midland Bank, N.A., as
Indenture Trustee. (Form 10-K for the year ended
December 31, 1986, File No. 1-5924 — Exhibit
10(e)(12).) |
||
| *10 | (a)(17) | — | Amendment No. 1, dated June 1, 1986, to the General
Indemnity Agreement, dated as of December 1, 1984,
between Valencia and TEP, as Indemnitors, J.C. Penney
Company, Inc., as Owner Participant, United States
Trust Company of New York, as Owner Trustee, Teachers
Insurance and Annuity Association of America, as Loan
Participant, and Marine Midland Bank, N.A., as
Indenture Trustee. (Form 10-K for the year ended
December 31, 1986, File No. 1-5924 — Exhibit
10(e)(13).) |
||
| *10 | (a)(18) | — | Amendment No. 1, dated June 1, 1986, to the General
Indemnity Agreement, dated as of December 1, 1984,
between Valencia and TEP, as Indemnitors, Harvey
Hubbell Financial, Inc., as Owner Participant, United
States Trust Company of New York, as Owner Trustee,
Teachers Insurance and Annuity Association of America,
as Loan Participant, and Marine Midland Bank, N.A., as
Indenture Trustee. (Form 10-K for the year ended
December 31, 1986, File No. 1-5924 — Exhibit
10(e)(14).) |
||
| *10 | (a)(19) | — | Amendment No. 2, dated as of July 1, 1986, to the
General Indemnity Agreement, dated as of December 1,
1984, between Valencia and TEP, as Indemnitors, J.C.
Penney Company, Inc., as Owner Participant, United
States Trust Company of New York, as Owner Trustee,
Teachers Insurance and Annuity Association of America,
as Loan Participant, and Marine Midland Bank, N.A., as
Indenture Trustee. (Form S-4, Registration No.
33-52860 — Exhibit 10(f)(19).) |
||
| *10 | (a)(20) | — | Amendment No. 2, dated as of June 1, 1987, to the
General Indemnity Agreement, dated as of December 1,
1984, between Valencia and TEP, as Indemnitors,
General Foods Credit Corporation, as Owner
Participant, United States Trust Company of New York,
as Owner Trustee, Teachers Insurance and Annuity
Association of America, as Loan Participant, and
Marine Midland Bank, N.A., as Indenture Trustee.
(Form S-4, Registration No. 33-52860 —Exhibit
10(f)(20).) |
||
| *10 | (a)(21) | — | Amendment No. 2, dated as of June 1, 1987, to the
General Indemnity Agreement, dated as of December 1,
1984, between Valencia and TEP, as Indemnitors, Harvey
Hubbell Financial, Inc., as Owner Participant, United
States Trust Company of New York, as Owner Trustee,
Teachers Insurance and Annuity Association of America,
as Loan Participant, and Marine Midland Bank, N.A., as
Indenture Trustee. (Form S-4, Registration No.
33-52860 — Exhibit 10(f)(21).) |
||
| *10 | (a)(22) | — | Amendment No. 3, dated as of June 1, 1987, to the
General Indemnity Agreement, dated as of December 1,
1984, between Valencia and TEP, as Indemnitors, J.C.
Penney Company, Inc., as Owner Participant, United
States Trust Company of New York, as Owner Trustee,
Teachers Insurance and Annuity Association of America,
as Loan Participant, and Marine Midland Bank, N.A., as
Indenture Trustee. (Form S-4, Registration No.
33-52860 — Exhibit 10(f)(22).) |
||
| *10 | (a)(23) | — | Supplemental Tax Indemnity Agreement, dated July 1,
1986, between J.C. Penney Company, Inc., as Owner
Participant, and Valencia and TEP, as Indemnitors.
(Form 10-K for the year ended December 31, 1986, File
No. 1-5924 — Exhibit 10(e)(15).) |
||
| *10 | (a)(24) | — | Supplemental General Indemnity Agreement, dated as of
July 1, 1986, among Valencia and TEP, as Indemnitors,
J.C. Penney Company, Inc., as Owner Participant,
United States Trust
Company of New York, as Owner Trustee, Teachers Insurance and Annuity Association
of America, as Loan Participant, and Marine Midland Bank, N.A., as Indenture
Trustee. (Form 10-K for the year ended December 31, 1986, File No. 1-5924 —
Exhibit 10(e)(16).) |
K/A-13
Table of Contents
| *10 | (a)(25) | — | Amendment No. 1, dated as of June 1, 1987, to the
Supplemental General Indemnity Agreement, dated as of
July 1, 1986, among Valencia and TEP, as Indemnitors,
J.C. Penney Company, Inc., as Owner Participant,
United States Trust Company of New York, as Owner
Trustee, Teachers Insurance and Annuity Association of
America, as Loan Participant, and Marine Midland Bank,
N.A., as Indenture Trustee. (Form S-4, Registration
No. 33-52860 — Exhibit 10(f)(25).) |
||
| *10 | (a)(26) | — | Valencia Agreement, dated as of June 30, 1992, among
TEP, as Guarantor, Valencia, as Lessee, Teachers
Insurance and Annuity Association of America, as Loan
Participant, Marine Midland Bank, N.A., as Indenture
Trustee, United States Trust Company of New York, as
Owner Trustee, and Thomas B. Zakrzewski, as
Co-Trustee, and the Owner Participants named therein
relating to the Restructuring of Valencia’s lease of
the coal-handling facilities at the Springerville
Generating Station. (Form S-4, Registration No.
33-52860 — Exhibit 10(f)(26).) |
||
| *10 | (a)(27) | — | Amendment, dated as of December 15, 1992, to the Lease
Agreements, dated December 1, 1984, between Valencia,
as Lessee, and United States Trust Company of New
York, as Owner Trustee, and Thomas B. Zakrzewski, as
Co-Trustee. (Form S-1, Registration No. 33-55732 —
Exhibit 10(f)(27).) |
||
| *10 | (b)(1) | — | Lease Agreements, dated as of December 1, 1985,
between TEP and San Carlos Resources Inc. (San Carlos)
(a wholly-owned subsidiary of the Registrant) jointly
and severally, as Lessee, and Wilmington Trust
Company, as Trustee, as amended and supplemented.
(Form 10-K for the year ended December 31, 1985, File
No. 1-5924 — Exhibit 10(f)(1).) |
||
| *10 | (b)(2) | — | Tax Indemnity Agreements, dated as of December 1,
1985, between Philip Morris Credit Corporation, IBM
Credit Financing Corporation and Emerson Finance Co.,
each as beneficiary under a separate trust agreement,
dated as of December 1, 1985, with Wilmington Trust
Company, as Owner Trustee, and William J. Wade, as
Co-Trustee, and TEP and San Carlos, as Lessee. (Form
10-K for the year ended December 31, 1985, File No.
1-5924 — Exhibit 10(f)(2).) |
||
| *10 | (b)(3) | — | Participation Agreement, dated as of December 1, 1985,
among TEP and San Carlos as Lessee, Philip Morris
Credit Corporation, IBM Credit Financing Corporation,
and Emerson Finance Co. as Owner Participants,
Wilmington Trust Company as Owner Trustee, The
Sumitomo Bank, Limited, New York Branch, as Loan
Participant, and Bankers Trust Company, as Indenture
Trustee. (Form 10-K for the year ended December 31,
1985, File No. 1-5924 — Exhibit 10(f)(3).) |
||
| *10 | (b)(4) | — | Restructuring Commitment Agreement, dated as of June
30, 1992, among TEP and San Carlos, jointly and
severally, as Lessee, Philip Morris Credit
Corporation, IBM Credit Financing Corporation and
Emerson Capital Funding, William J. Wade, as Owner
Trustee and Co-Trustee, respectively, The Sumitomo
Bank, Limited, New York Branch, as Loan Participant
and United States Trust Company of New York, as
Indenture Trustee. (Form S-4, Registration No.
33-52860 — Exhibit 10(g)(4).) |
||
| *10 | (b)(5) | — | Lease Supplement No.1, dated December 31, 1985, to
Lease Agreements, dated as of December 1, 1985,
between TEP and San Carlos, jointly and severally, as
Lessee Trustee and Co-Trustee, respectively (document
filed relates to Philip Morris Credit Corporation;
documents relating to IBM Credit Financing Corporation
and Emerson Financing Co. are not filed but are
substantially similar). (Form S-4, Registration No.
33-52860 — Exhibit 10(g)(5).) |
||
| *10 | (b)(6) | — | Amendment No. 1, dated as of December 15, 1992, to
Lease Agreements, dated as of December 1, 1985,
between TEP and San Carlos, jointly and severally, as
Lessee, and
Wilmington Trust Company and William J. Wade, as Owner Trustee and Co-Trustee,
respectively, as Lessor. (Form S-1, Registration No. 33-55732 — Exhibit
10(g)(6).) |
K/A-14
Table of Contents
| *10 | (b)(7) | — | Amendment No. 1, dated as of December 15, 1992, to Tax
Indemnity Agreements, dated as of December 1, 1985,
between Philip Morris Credit Corporation, IBM Credit
Financing Corporation and Emerson Capital Funding
Corp., as Owner Participants and TEP and San Carlos,
jointly and severally, as Lessee. (Form S-1,
Registration No. 33-55732 — Exhibit 10(g)(7).) |
||
| *10 | (b)(8) | — | Amendment No. 2, dated as of December 1, 1999, to
Lease Agreement, dated as of December 1, 1985, between
TEP and San Carlos, jointly and severally, as Lessee,
and Wilmington Trust Company and William J. Wade, as
Owner Trustee and Co-Trustee, respectively, under a
Trust Agreement with Philip Morris Capital Corporation
as Owner Participant. (Form 10-K for the year ended
December 31, 1999, File No. 1-5924 — Exhibit
10(b)(8).) |
||
| *10 | (b)(9) | — | Amendment No. 2, dated as of December 1, 1999, to
Lease Agreement, dated as of December 1, 1985, between
TEP and San Carlos, jointly and severally, as Lessee,
and Wilmington Trust Company and William J. Wade, as
Owner Trustee and Co-Trustee, respectively, under a
Trust Agreement with IBM Credit Financing Corporation
as Owner Participant. (Form 10-K for the year ended
December 31, 1999, File No. 1-5924 — Exhibit
10(b)(9).) |
||
| *10 | (b)(10) | — | Amendment No. 2, dated as of December 1, 1999, to
Lease Agreement, dated as of December 1, 1985, between
TEP and San Carlos, jointly and severally, as Lessee,
and Wilmington Trust Company and William J. Wade, as
Owner Trustee and Co-Trustee, respectively, under a
Trust Agreement with Emerson Finance Co. as Owner
Participant. (Form 10-K for the year ended December
31, 1999, File No. 1-5924 — Exhibit 10(b)(10).) |
||
| *10 | (b)(11) | — | Amendment No. 2, dated as of December 1, 1999, to Tax
Indemnity Agreement, dated as of December 1, 1985,
between TEP and San Carlos, jointly and severally, as
Lessee, and Philip Morris Capital Corporation as Owner
Participant, beneficiary under a Trust Agreement dated
as of December 1, 1985, with Wilmington Trust Company
and William J. Wade, as Owner Trustee and Co-Trustee,
respectively, together as Lessor. (Form 10-K for the
year ended December 31, 1999, File No. 1-5924 —
Exhibit 10(b)(11).) |
||
| *10 | (b)(12) | — | Amendment No. 2, dated as of December 1, 1999, to Tax
Indemnity Agreement, dated as of December 1, 1985,
between TEP and San Carlos, jointly and severally, as
Lessee, and IBM Credit Financing Corporation as Owner
Participant, beneficiary under a Trust Agreement dated
as of December 1, 1985, with Wilmington Trust Company
and William J. Wade, as Owner Trustee and Co-Trustee,
respectively, together as Lessor. (Form 10-K for the
year ended December 31, 1999, File No. 1-5924 —
Exhibit 10(b)(12).) |
||
| *10 | (b)(13) | — | Amendment No. 2, dated as of December 1, 1999, to Tax
Indemnity Agreement, dated as of December 1, 1985,
between TEP and San Carlos, jointly and severally, as
Lessee, and Emerson Finance Co. as Owner Participant,
beneficiary under a Trust Agreement dated as of
December 1, 1985, with Wilmington Trust Company and
William J. Wade, as Owner Trustee and Co-Trustee,
respectively, together as Lessor. (Form 10-K for the
year ended December 31, 1999, File No. 1-5924 —
Exhibit 10(b)(13).) |
||
| *10 | (b)(14) | — | Amendment No. 3 dated as of June 1, 2003, to Lease
Agreements, dated as of December 1, 1985, between TEP
and San Carlos, jointly and severally, as Lessee, and
Wilmington Trust Company and William J. Wade, as Owner
Trustee and Co-Trustee, respectively, under a Trust
Agreement with Philip Morris Capital Corporation as
Owner Participant. (Form 10-Q for the quarter ended
June 30, 2003, File No. 1-5924 — Exhibit 10(a).) |
||
| *10 | (b)(15) | — | Amendment No. 3 dated as of June 1, 2003, to Lease
Agreements, dated as of December 1, 1985, between TEP
and San Carlos, jointly and severally, as Lessee, and
Wilmington Trust Company and William J. Wade, as Owner
Trustee and Co-Trustee, respectively, under a Trust
Agreement with IBM Credit, LLC as Owner Participant. (Form 10-Q for the quarter
ended June 30, 2003, File No. 1-5924 — Exhibit 10(b).) |
K/A-15
Table of Contents
| *10 | (b)(16) | — | Amendment No. 3 dated as of June 1,
2003, to Lease Agreements, dated as
of December 1, 1985, between TEP and
San Carlos, jointly and severally, as
Lessee, and Wilmington Trust Company
and William J. Wade, as Owner Trustee
and Co-Trustee, respectively, under a
Trust Agreement with Emerson Finance
Co. as Owner Participant. (Form 10-Q
for the quarter ended June 30, 2003,
File No. 1-5924 — Exhibit 10(c).) |
||
| *10 | (b)(17) | — | Amendment No. 3 dated as of June 1,
2003, to Tax Indemnity Agreement,
dated as of December 1, 1985, between
TEP and San Carlos, jointly and
severally, as Lessee, and Philip
Morris Capital Corporation as Owner
Participant, beneficiary under a
Trust Agreement dated as of December
1, 1985, with Wilmington Trust
Company and William J. Wade, as Owner
Trustee and Co-Trustee, respectively,
together as Lessor. (Form 10-Q for
the quarter ended June 30, 2003, File
No. 1-5924 — Exhibit 10(d).) |
||
| *10 | (b)(18) | — | Amendment No. 3 dated as of June 1,
2003, to Tax Indemnity Agreement,
dated as of December 1, 1985, between
TEP and San Carlos, jointly and
severally, as Lessee, and IBM Credit,
LLC as Owner Participant, beneficiary
under a Trust Agreement dated as of
December 1, 1985, with Wilmington
Trust Company and William J. Wade, as
Owner Trustee and Co-Trustee,
respectively, together as Lessor.
(Form 10-Q for the quarter ended June
30, 2003, File No. 1-5924 — Exhibit
10(e).) |
||
| *10 | (b)(19) | — | Amendment No. 3 dated as of June 1,
2003, to Tax Indemnity Agreement,
dated as of December 1, 1985, between
TEP and San Carlos, jointly and
severally, as Lessee, and Emerson
Finance Co. as Owner Participant,
beneficiary under a Trust Agreement
dated as of December 1, 1985, with
Wilmington Trust Company and William
J. Wade, as Owner Trustee and
Co-Trustee, respectively, together as
Lessor. (Form 10-Q for the quarter
ended June 30, 2003, File No. 1-5924
— Exhibit 10(f).) |
||
| *10 | (b)(20) | — | Amendment No. 4, dated as of June 1, 2006, to Lease
Agreement, dated as of December 1, 1985, between TEP and San
Carlos, jointly and severally, as Lessee, and Wilmington Trust
Company and William J. Wade, as Owner Trustee and Cotrustee,
respectively, under a Trust Agreement with Philip Morris
Capital Corporation as Owner Participant. (Form 8-K dated June
12, 2006, File No. 1-5924 — Exhibit 10.1.) |
||
| *10 | (b)(21) | — | Amendment No. 4, dated as of June 1,
2006, to Lease Agreement, dated as of
December 1, 1985, between TEP and San
Carlos, jointly and severally, as
Lessee, and Wilmington Trust Company
and William J. Wade, as Owner Trustee
and Cotrustee, respectively, under a
Trust Agreement with Selco Service
Corporation as Owner Participant.
(Form 8-K dated June 12, 2006, File
No. 1-5924 — Exhibit 10.2.) |
||
| *10 | (b)(22) | — | Amendment No. 4, dated as of June 1,
2006, to Lease Agreement, dated as of
December 1, 1985, between TEP and San
Carlos, jointly and severally, as
Lessee, and Wilmington Trust Company
and William J. Wade, as Owner Trustee
and Cotrustee, respectively, under a
Trust Agreement with Emerson Finance
LLC as Owner Participant. (Form 8-K
dated June 12, 2006, File No. 1-5924
— Exhibit 10.3.) |
||
| *10 | (b)(23) | — | Amendment No. 4, dated as of June 1,
2006 to Tax Indemnity Agreement,
dated as of December 1, 1985, between
TEP and San Carlos, as Lessee, and
Philip Morris Capital Corporation as
Owner Participant, beneficiary under
a Trust Agreement, dated as of
December 1, 1985, with Wilmington
Trust Company and William J. Wade,
as Owner Trustee and Cotrustee,
respectively, together as Lessor.
(Form 8-K dated June 12, 2006, File
No. 1-5924 — Exhibit 10.4.) |
||
| *10 | (b)(24) | — | Amendment No. 4, dated as of June 1,
2006 to Tax Indemnity Agreement ,
dated as of December 1, 1985, between
TEP and San Carlos, as Lessee, and
Selco Service Corporation as Owner
Participant, beneficiary under a
Trust Agreement, dated as of December
1, 1985, with Wilmington Trust
Company and William J. Wade, as
Owner Trustee and Cotrustee,
respectively, together as Lessor. (Form 8-K dated June 12, 2006, File No. 1-5924
— Exhibit 10.5.) |
K/A-16
Table of Contents
| *10 | (b)(25) | — | Amendment No. 4, dated as of June 1, 2006 to Tax Indemnity Agreement , dated as of December 1, 1985,
between TEP and San Carlos, as Lessee, and Emerson Finance LLC as Owner Participant, beneficiary under a
Trust Agreement, dated as of December 1, 1985, with Wilmington Trust Company and William J. Wade, as
Owner Trustee and Cotrustee, respectively, together as Lessor. (Form 8-K dated June 12, 2006, File No.
1-5924 — Exhibit 10.6.) |
|||
| *10 | (d) | — | Participation Agreement, dated as of June 30, 1992, among TEP, as Lessee, various parties thereto, as
Owner, Wilmington Trust Company and William J. Wade, as Owner Trustee and Co-Trustee, respectively, and
LaSalle National Bank, as Indenture Trustee relating to TEP’s lease of Springerville Unit 1. (Form S-1,
Registration No. 33-55732 — Exhibit 10(u).) |
|||
| *10 | (e) | — | Lease Agreement, dated as of December 15, 1992, between TEP, as Lessee and Wilmington Trust Company and
William J. Wade, as Owner Trustee and Co-Trustee, respectively, as Lessor. (Form S-1, Registration No.
33-55732 — Exhibit 10(v).) |
|||
| *10 | (f) | — | Tax Indemnity Agreements, dated as of December 15, 1992, between the various Owner Participants parties
thereto and TEP, as Lessee. (Form S-1, Registration No. 33-55732 — Exhibit 10(w).) |
|||
| +*10 | (h) | — | 1994 Omnibus Stock and Incentive Plan of UniSource Energy. (Form S-8 dated January 6, 1998, File No.
333-43767.) |
|||
| +*10 | (i) | — | Management and Directors Deferred Compensation Plan of UniSource Energy. (Form S-8 dated January 6, 1998,
File No. 333-43769.) |
|||
| +*10 | (j) | — | TEP Supplemental Retirement Account for Classified Employees. (Form S-8 dated May 21, 1998, File No.
333-53309.) |
|||
| +*10 | (k) | — | TEP Triple Investment Plan for Salaried Employees. (Form S-8 dated May 21, 1998, File No. 333-53333.) |
|||
| +*10 | (m) | — | Notice of Termination of Change in Control Agreement from TEP to Karen G. Kissinger, dated as of March 3,
2005 (including a schedule of other officers who received substantially identical notices.) (Form 10-K for
the year ended December 31, 2004, File No. 1-5924 — Exhibit 10(q)) |
|||
| +*10 | (n) | — | Amended and Restated UniSource Energy 1994 Outside Director Stock Option Plan of UniSource Energy. (Form
S-8 dated September 9, 2002, File No. 333-99317.) |
|||
| *10 | (o)(1) | — | Asset Purchase Agreement dated as of October 29, 2002, by and between UniSource Energy and Citizens
Communications Company relating to the Purchase of Citizens’ Electric Utility Business in the State of
Arizona. (Form 8-K dated October 31, 2002. File No. 1-13739 — Exhibit 99-1.) |
|||
| +*10 | (p) | — | UniSource Energy 2006 Omnibus Stock and Incentive Plan (Form S-8 dated January 31, 2007. File No.
333-140353.) |
|||
| +*10 | (q) | — | Stock Option Agreement between UniSource Energy and Raymond S. Heyman dated as of September 15, 2005 (Form
10-K for the year ended December 31, 2007, File No. 1-13739, Exhibit 10(r).) |
|||
| +*10 | (r) | — | Management and Directors Deferred Compensation Plan II of UniSource Energy. (Form S-8 dated December 30,
2008, File No. 333-156491.) |
|||
| +*10 | (s) | — | Letter of Employment dated as of December 9, 2008, between UniSource Energy and Paul J. Bonavia. (Form 8-K
dated December 15, 2008, File No. 1-13739.) |
K/A-17
Table of Contents
| +*10 | (t) | — | Amended and Restated Officer Change in Control Agreement, dated as of October 9, 2009, between TEP and
Michael J. DeConcini (including a schedule of other officers who are covered by substantially identical
agreements) (Form 8-K dated October 13, 2009, File No. 1-13739 — Exhibit 10(A)). |
|||
| +*10 | (u) | — | Officer Change in Control Agreement, dated as of October 9, 2009, between UniSource Energy Corporation and
Raymond S. Heyman (Form 8-K dated October 13, 2009, File No. 1-13739 — Exhibit 10(B)). |
|||
| +*10 | (v) | — | Employment Agreement, dated May 4, 2009, between UniSource Energy and Paul J. Bonavia (Form 10-Q for the
quarter ended March 31, 2009, File No. 13739 — Exhibit 4). |
|||
| #12 | (a) | — | Computation of Ratio of Earnings to Fixed Charges — TEP. |
|||
| #12 | (b) | — | Computation of Ratio of Earnings to Fixed Charges — UniSource Energy. |
|||
| #21 | — | Subsidiaries of the Registrants. |
||||
| 23 | — | Consent of Independent Registered Public Accounting Firm. |
||||
| #24 | (a) | — | Power of Attorney — UniSource Energy. |
|||
| #24 | (b) | — | Power of Attorney — TEP. |
|||
| 31 | (a) | — | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act — UniSource Energy, by Paul J. Bonavia. |
|||
| 31 | (b) | — | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act — UniSource Energy by Kevin P. Larson. |
|||
| 31 | (c) | — | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act — TEP, by Paul J. Bonavia. |
|||
| 31 | (d) | — | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act — TEP, by Kevin P. Larson. |
|||
| **32 | — | Statements of Corporate Officers (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002). |
| (*) | Previously filed as indicated and incorporated herein by reference. |
|
| (+) | Management contracts or compensatory plans or arrangements required to be filed as exhibits to
this Form 10-K by item 601(b)(10)(iii) of Regulation S-K. |
|
| ** | Previously provided with the Form 10-K as originally filed on March 1, 2011. Pursuant to Item
601(b)(32)(ii) of Regulation S-K, this certificate was not “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended. |
|
| (#) | Previously filed with the Form 10-K as originally filed on March 1, 2011. |
K/A-18