AMENDMENT NO. 1
TO
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT
This AMENDMENT NO. 1, dated as of May 30,
2008 (this “ Amendment ”), is made by and
among TUCSON ELECTRIC POWER COMPANY, an Arizona corporation (the
“ Borrower ”), the lenders listed on the
signature pages of this Amendment as “Lenders” (such
lenders, together with their respective permitted assignees from
time to time, being referred to herein, collectively, as the
“ Lenders ”), and JPMORGAN CHASE BANK,
N.A., as administrative agent for the Issuing Bank (as defined in
the Reimbursement Agreement referred to below) and the Lenders (in
such capacity, the “ Administrative Agent
”).
The Borrower, the Lenders, JPMorgan Chase Bank,
N.A., as Issuing Bank, Union Bank of California, N.A., as
Syndication Agent, ABN AMRO Bank N.V., SunTrust Bank and Wells
Fargo Bank, National Association, as Co-Documentation Agents, and
the Administrative Agent previously entered into that certain
Letter of Credit and Reimbursement Agreement, dated as of
April 30, 2008 (the “ Existing Agreement
”, as amended by this Amendment, the “ Amended
Agreement ”, and as the Amended Agreement may
hereafter be amended, supplemented or otherwise modified from time
to time, the “ Reimbursement Agreement
”). The Borrower desires to amend the definition of
Consolidated Total Indebtedness contained in Section 1.01 of
the Existing Agreement in certain particulars. Each of the
Borrower, the Required Lenders and the Administrative Agent has
agreed to such amendment, on the terms and conditions set forth
herein. The parties therefore agree as follows (capitalized terms
used but not defined herein having the meanings assigned such terms
in the Existing Agreement):
SECTION 1. Amendment to Existing
Agreement . The
Existing Agreement is, effective as of the date hereof and subject
to the satisfaction of the conditions precedent set forth in
Section 2 hereof, hereby amended as follows:
(a) Consolidated Total
Indebtedness . The definition of Consolidated Total
Indebtedness contained in Section 1.01 of the Existing
Agreement is hereby amended by adding the following proviso
immediately preceding the period at the end thereof:
“
provided , however , that there shall be disregarded
for purposes of the determination of Consolidated Total
Indebtedness as of June 30, 2008 the aggregate outstanding
principal amount of the Borrower’s First Collateral Trust
Bonds, 7 1
/ 2 %
Series A due 2008, and First Collateral Trust Bonds, 7
1 / 2
% Series B due 2008
(collectively, the “ Collateral Trust Bonds ”),
provided that (1) cash in an amount sufficient to repay
in full the Collateral Trust Bonds on their maturity date of
August 1, 2008 shall have been irrevocably deposited in trust
with The Bank of New York (as successor in trust to Bank of
Montreal Trust Company), as trustee (the “ Bond
Trustee ”), for the payment thereof on such maturity
date, and (2) the Borrower shall have irrevocably instructed
the Bond Trustee to apply all such cash to the repayment of the
Collateral Trust Bonds on such maturity date”
SECTION 2. Conditions of Effectiveness of
Amendment . The
amendment to the Existing Agreement set forth in Section 1
hereof shall become effective as of the date hereof when, and only
when, the Administrative Agent shall have received counterparts of
this Amendment executed by the Borrower, the Required Lenders and
the Administrative Agent (in sufficient quantity for each party to
have a fully executed original).
SECTION 3 . Representations and Warranties of the
Borrower . The
Borrower represents and warrants as follows:
(a) The execution and delivery by the
Borrower of this Amendment, and the performance by the Borrower of
this Amendment and the Amended Agreement,
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