UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] 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 86-0786732
(An Arizona Corporation)
220 West Sixth Street
Tucson, AZ 85701
(520) 571-4000
1-5924 TUCSON ELECTRIC POWER COMPANY 86-0062700
(An Arizona Corporation)
220 West Sixth Street
Tucson, AZ 85701
(520) 571-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Registrant Title of Each Class on Which Registered
- ---------- ------------------- -------------------
UniSource Energy Common Stock, no par value New York Stock Exchange
Corporation Pacific Stock Exchange
Tucson Electric First Mortgage Bonds
Power Company 8-1/8%Series due 2001 New York Stock Exchange
7.55% Series due 2002 New York Stock Exchange
7.65% Series due 2003 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether each registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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.
Yes X No
----- -----
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. [ X ]
The aggregate market value of UniSource Energy Corporation voting Common
Stock held by non-affiliates of the registrant was $542,330,842.50 based on
the last reported sale price thereof on the consolidated tape on February 24,
1998.
At February 24, 1998, 32,138,124 shares of UniSource Energy Corporation
Common Stock, no par value (the only class of Common Stock), were
outstanding.
UniSource Energy Corporation is the sole holder of the 32,162,167 shares
of the outstanding Common Stock of Tucson Electric Power Company.
Documents incorporated by reference: Specified portions of UniSource
Energy Corporation's Proxy Statement relating to the 1998 Annual Meeting of
Shareholders are incorporated by reference into PART III.
ITEM 9. -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
- -------------------------------------------------------------------------------
On November 7, 1997, based upon the recommendation of its audit
committee, the Board of Directors of TEP voted to appoint Price Waterhouse
LLP as TEP's independent accountants for the year ending December 31, 1998.
TEP chose not to renew the engagement of Deloitte & Touche LLP, TEP's present
independent accountants. Deloitte & Touche LLP continued to serve for the
1997 fiscal year, including rendering an opinion on the financial statements
for the year ended December 31, 1997.
The reports of Deloitte & Touche LLP on the Company's and TEP's
financial statements for each of the two most recent years ended December 31,
1997 did not contain any adverse opinion or disclaimer of opinion, nor were
the reports qualified in any manner.
During 1996, 1997 and the period from December 31, 1997 to March 2, 1998,
the date of the Form 10-K, there were no disagreements with Deloitte & Touche
LLP on any matter of accounting principle or practice, financial statement
disclosure or auditing scope or procedure. During this period, there were no
"reportable events" as that term is defined in Item 304 (a) (1) (v) of
Regulation S-K.
The Company and TEP requested Deloitte & Touche LLP to furnish a
letter addressed to the Securities and Exchange Commission stating whether
it agrees with the above statements for the two most recent years ended
December 31, 1997 to March 2, 1998, the date of the Form 10-K. A copy of such
letter, dated March 2, 1998, is filed as Exhibit 16 to this Form 10-K/A.
On November 14, 1997, TEP (and the Company) engaged Price Waterhouse
LLP as its principal accountants to audit the financial statements for the
year ending December 31, 1998. During 1996, 1997 and the period from
December 31, 1997 to March 2, 1998, the date of the Form 10-K, the Company and
TEP have not consulted Price Waterhouse LLP on items which concerned the
application of accounting principles generally, or to a specific transaction or
group of transactions, either completed or proposed, or the type of audit
opinion that might be rendered on the financial statements except as related to
transactions for the year ending December 31, 1998.
PART IV
ITEM 14. -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------------------------------------------------------------------------------
Page
----
(a) 1. Consolidated Financial Statements as of
December 31, 1997 and 1996 and for Each
of the Three Years in the Period Ended
December 31, 1997.
UniSource Energy Corporation
----------------------------
Independent Auditors' Report 37
Consolidated Statements of Income 38
Consolidated Statements of Cash Flows 39
Consolidated Balance Sheets 40
Consolidated Statements of Capitalization 41
Consolidated Statements of Changes in Stockholders'
Equity (Deficit) 42
Notes to Consolidated Financial Statements 48
Tucson Electric Power Company
-----------------------------
Independent Auditors' Report 37
Consolidated Statements of Income 43
Consolidated Statements of Cash Flows 44
Consolidated Balance Sheets 45
Consolidated Statements of Capitalization 46
Consolidated Statements of Changes in Stockholders'
Equity (Deficit) 47
Notes to Consolidated Financial Statements 48
2. Supplemental Consolidated Schedules for the Years
Ended December 31, 1995 to 1997.
Schedules I to V, inclusive, are omitted because they are not
applicable or not required.
3. Exhibits.
Reference is made to the Exhibit Index commencing on page 81
(b) Reports on Form 8-K and 8-K/A.
Tucson Electric Power Company
------------------------------
-- Form 8-K dated November 7, 1997 (filed November 14, 1997), reporting
on Change in the Registrant's Certifying Accountant.
-- Form 8-K/A dated November 7, 1997 (filed November 19, 1997),
reporting on Change in the Registrant's Certifying Accountant.
-- Form 8-K dated November 14, 1997 (filed November 17, 1997),
reporting on Change in the Registrant's Certifying Accountant.
-- Form 8-K dated November 19, 1997 (filed November 24, 1997),
reporting on the Company's Holding Company Application and Financing
Application.
UniSource Energy Corporation and Tucson Electric Power Company
--------------------------------------------------------------
-- Form 8-K dated December 30, 1997 (filed January 6, 1997), reporting
on the UniSource Energy/TEP share exchange and the new TEP Bank Credit
Agreement.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 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 5, 1998 By Ira R. Adler
------------------------------------
IRA R. ADLER
Senior Vice President and Principal
Financial Officer
TUCSON ELECTRIC POWER COMPANY
Date: March 5, 1998 By Ira R. Adler
--------------------------------------
IRA R. ADLER
Senior Vice President and Principal
Financial Officer
EXHIBIT INDEX
2(a) -- Agreement and Plan of Exchange, dated as of March 20, 1995, between
TEP, UniSource Energy and NCR Holding, Inc.
*3(a) -- Restated Articles of Incorporation of TEP, filed with the ACC on
August 11, 1994, as amended by Amendment to Article Fourth of the
Company's Restated Articles of Incorporation, filed with the ACC on
May 17, 1996. (Form 10-K for year ended December 31, 1996, File No.
1-5924--Exhibit 3(a).)
*3(b) -- Bylaws of TEP, as amended May 20, 1994. (Form 10-Q for the quarter
ended June 30, 1994, File No. 1-5924--Exhibit 3.)
*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 December 11, 1997. (Form 8-
A, dated December 23, 1997, File No. 1-13739--Exhibit 2(b).)
*4(a)(1)-- Indenture dated as of April 1, 1941, to The Chase National Bank of
the City of New York, as Trustee. (Form S-7, File No. 2-59906--
Exhibit 2(b)(1).)
*4(a)(2)-- First Supplemental Indenture, dated as of October 1, 1946. (Form
S-7, File No. 2-59906--Exhibit 2(b)(2).)
*4(a)(3)-- Second Supplemental Indenture dated as of October 1, 1947. (Form
S-7, File No. 2-59906--Exhibit 2(b)(3).)
*4(a)(4)-- Third Supplemental Indenture, dated as of April 1, 1949. (Form S-
7, File No. 2-59906--Exhibit 2(b)(4).)
*4(a)(5)-- Fourth Supplemental Indenture, dated as of December 1, 1952.
(Form S-7, File No. 2-59906--Exhibit 2(b)(5).)
*4(a)(6)-- Fifth Supplemental Indenture, dated as of January 1, 1955. (Form
S-7, File No. 2-59906--Exhibit 2(b)(6).)
*4(a)(7)-- Sixth Supplemental Indenture, dated as of January 1, 1958. (Form
S-7, File No. 2-59906--Exhibit 2(b)(7).)
*4(a)(8)-- Seventh Supplemental Indenture, dated as of November 1, 1959.
(Form S-7, File No. 2-59906--Exhibit 2(b)(8).)
*4(a)(9)-- Eighth Supplemental Indenture, dated as of November 1, 1961.
(Form S-7, File No. 2-59906--Exhibit 2(b)(9).)
*4(a)(10)-- Ninth Supplemental Indenture, dated as of February 20, 1964.
(Form S-7, File No. 2-59906--Exhibit 2(b)(10).)
*4(a)(11)-- Tenth Supplemental Indenture, dated as of February 1, 1965.
(Form S-7, File No. 2-59906--Exhibit 2(b)(11).)
*4(a)(12)-- Eleventh Supplemental Indenture, dated as of February 1,
1966. (Form S-7, File No. 2-59906--Exhibit 2(b)(12).)
*4(a)(13)-- Twelfth Supplemental Indenture, dated as of November 1, 1969.
(Form S-7, File No. 2-59906--Exhibit 2(b)(13).)
*4(a)(14)-- Thirteenth Supplemental Indenture, dated as of January 20,
1970. (Form S-7, File No. 2-59906--Exhibit 2(b)(14).)
*4(a)(15)-- Fourteenth Supplemental Indenture, dated as of September 1,
1971. (Form S-7, File No. 2-59906--Exhibit 2(b)(15).)
*4(a)(16)-- Fifteenth Supplemental Indenture, dated as of March 1, 1972.
(Form S-7, File No. 2-59906--Exhibit 2(b)(16).)
*4(a)(17)-- Sixteenth Supplemental Indenture, dated as of May 1, 1973.
(Form S-7, File No. 2-59906--Exhibit 2(b)(17).)
*4(a)(18)-- Seventeenth Supplemental Indenture, dated as of November 1,
1975. (Form S-7, File No. 2-59906--Exhibit 2(b)(18).)
*4(a)(19)-- Eighteenth Supplemental Indenture, dated as of November 1,
1975. (Form S-7, File No. 2-59906--Exhibit 2(b)(19).)
*4(a)(20)-- Nineteenth Supplemental Indenture, dated as of July 1, 1976.
(Form S-7, File No. 2-59906--Exhibit 2(b)(20).)
*4(a)(21)-- Twentieth Supplemental Indenture, dated as of October 1,
1977. (Form S-7, File No. 2-59906--Exhibit 2(b)(21).)
*4(a)(22)-- Twenty-first Supplemental Indenture, dated as of November 1,
1977. (Form 10-K for year ended December 31, 1980, File No. 1-5924-
-Exhibit 4(v).)
*4(a)(23)-- Twenty-second Supplemental Indenture, dated as of January 1,
1978. (Form 10-K for year ended December 31, 1980, File No. 1-5924-
-Exhibit 4(w).)
*4(a)(24)-- Twenty-third Supplemental Indenture, dated as of July 1,
1980. (Form 10-K for year ended December 31, 1980, File No. 1-5924-
-Exhibit 4(x).)
*4(a)(25)-- Twenty-fourth Supplemental Indenture, dated as of October 1,
1980. (Form 10-K for year ended December 31, 1980, File No. 1-5924-
-Exhibit 4(y).)
*4(a)(26)-- Twenty-fifth Supplemental Indenture, dated as of April 1,
1981. (Form 10-Q for quarter ended March 31, 1981, File No. 1-5924-
-Exhibit 4(a).)
*4(a)(27)-- Twenty-sixth Supplemental Indenture, dated as of April 1,
1981. (Form 10-Q for quarter ended March 31, 1981, File No. 1-5924-
-Exhibit 4(b).)
*4(a)(28)-- Twenty-seventh Supplemental Indenture, dated as of October 1,
1981. (Form 10-Q for quarter ended September 30, 1982, File No. 1-
5924--Exhibit 4(c).)
*4(a)(29)-- Twenty-eighth Supplemental Indenture, dated as of June 1,
1990. (Form 10-Q for quarter ended June 30, 1990, File No. 1-5924--
Exhibit 4(a)(1).)
*4(a)(30)-- Twenty-ninth Supplemental Indenture, dated as of December 1,
1992. (Form S-1, Registration No. 33-55732--Exhibit 4(a)(30).)
*4(a)(31)-- Thirtieth Supplemental Indenture, dated as of December 1,
1992. (Form S-1, Registration No. 33-55732--Exhibit 4(a)(31).)
*4(a)(32)-- Thirty-first Supplemental Indenture, dated as of May 1, 1996.
(Form 10-K for the year ended December 31, 1996, File No. 1-5924--
Exhibit 4(a)(32).)
*4(a)(33)-- Thirty-second Supplemental Indenture, dated as of May 1,
1996. (Form 10-K for the year ended December 31, 1996, File No. 1-
5924--Exhibit 4(a)(33).)
*4(b)(1)-- Installment Sale Agreement, dated as of December 1, 1973, among
the City of Farmington, New Mexico, Public Service Company of New
Mexico and TEP. (Form 8-K for the month of January 1974, File No. 0-
269--Exhibit 3.)
*4(b)(2)-- Ordinance No. 486, adopted December 17, 1973, of the City of
Farmington, New Mexico. (Form 8-K for the month of January 1974,
File No. 0-269--Exhibit 4.)
*4(b)(3)-- Amended and Restated Installment Sale Agreement dated as of April
1, 1997, between the City of Farmington, New Mexico and TEP relating
to Pollution Control Revenue Bonds, 1997 Series A (Tucson Electric
Power Company San Juan Project). (Form 10-Q for the quarter ended
March 31, 1997, File No. 1-5924--Exhibit 4(a).)
*4(b)(4)-- City of Farmington, New Mexico Ordinance No. 97-1055, adopted
April 17, 1997, authorizing Pollution Control Revenue Bonds, 1997
Series A (Tucson Electric Power Company San Juan Project). (Form
10-Q for the quarter ended March 31, 1997, File No. 1-5924--Exhibit
4(b).)
*4(c)(1)-- Loan Agreement, dated as of September 15, 1981, between the
Industrial Development Authority of the County of Apache, Arizona
and TEP, relating to Floating Rate Monthly Demand Pollution Control
Revenue Bonds, 1981 Series A (Tucson Electric Power Company
Project). (Form 10-K for year ended December 31, 1981, File No. 1-
5924--Exhibit 4(d)(1).)
*4(c)(2)-- Indenture of Trust, dated as of September 15, 1981, between the
Apache County Authority and Morgan Guaranty Trust Company of New
York, authorizing Floating Rate Monthly Demand Pollution Control
Revenue Bonds, 1981 Series A (Tucson Electric Power Company
Project). (Form 10-K for year ended December 31, 1981, File No. 1-
5924--Exhibit 4(d)(2).)
*4(d)(1)-- Second Supplemental Loan Agreement, dated as of October 1, 1981,
between the Apache County Authority and TEP, relating to Floating
Rate Monthly Demand Pollution Control Revenue Bonds, 1981 Series B
(Tucson Electric Power Company Project). (Form 10-K for year ended
December 31, 1982, File No. 1-5924--Exhibit 4(f)(1).)
*4(d)(2) -- Second Supplemental Indenture, dated as of October 1, 1981, between
the Apache County Authority and Morgan Guaranty, relating to Floating
Rate Monthly Demand Pollution Control Revenue Bonds, 1981 Series B
(Tucson Electric Power Company Project). (Form 10-K for year ended
December 31, 1982, File No. 1-5924--Exhibit 4(f)(2).)
*4(d)(3) -- Third Supplemental Loan Agreement, dated as of
December 1, 1985, between the Apache County Authority and TEP,
relating to Floating Rate Monthly Demand Pollution Control Revenue
Bonds, 1981 Series B (Tucson Electric Power Company Project). (Form
10-K for the year ended December 31, 1987, File No. 1-5924--Exhibit
4(d)(3).)
*4(d)(4)-- Third Supplemental Indenture, dated as of December 1, 1985,
between the Apache County Authority and Morgan Guaranty, relating to
Floating Rate Monthly Demand Pollution Control Revenue Bonds, 1981
Series B (Tucson Electric Power Company Project). (Form 10-K for
the year ended December 31, 1987, File No. 1-5924--Exhibit 4(d)(4).)
*4(d)(5)-- Fourth Supplemental Indenture of Trust, dated as of March 31,
1992, between the Apache County Authority and Morgan Guaranty,
relating to Pollution Control Revenue Bonds, 1981 Series B (Tucson
Electric Power Company Project). (Form S-4, Registration No. 33-
52860--Exhibit 4(d)(5).)
*4(d)(6)-- Fourth Supplemental Loan Agreement, dated as of March 31, 1992,
between the Apache County Authority and TEP, relating to Pollution
Control Revenue Bonds, 1981 Series B (Tucson Electric Power Company
Project). (Form S-4, Registration No. 33-52860--Exhibit 4(d)(6).)
*4(e)(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 Irvington Project). (Form 10-Q for quarter ended
September 30, 1982, File No. 1-5924--Exhibit 4(a).)
*4(e)(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 Irvington Project). (Form 10-Q for
quarter ended September 30, 1982, File No. 1-5924--Exhibit 4(b).)
*4(e)(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 Irvington Project). (Form S-4, Registration No. 33-52860--
Exhibit 4(h)(3).)
*4(e)(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 Irvington Project). (Form S-4, Registration No. 33-
52860--Exhibit 4(h)(4).)
*4(f)(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 year ended December 31,
1982, File No. 1-5924--Exhibit 4(k)(1).)
*4(f)(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 year ended
December 31, 1982, File No. 1-5924--Exhibit 4(k)(2).)
*4(f)(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).)
*4(f)(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(g)(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 year ended
December 31, 1983, File No. 1-5924--Exhibit 4(l)(1).)
*4(g)(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 year ended December 31, 1983, File No. 1-5924--
Exhibit 4(l)(2).)
*4(g)(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(g)(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(g)(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(g)(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(h)(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 year ended December
31, 1983, File No. 1-5924--Exhibit 4(m)(1).)
*4(h)(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 year ended December 31, 1983, File No. 1-5924--Exhibit 4(m)(2).)
*4(h)(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 B (Tucson Electric Power Company Springerville Project).
(Form 10-K for the year ended December 31, 1987, File No. 1-5924--
Exhibit 4(l)(3).)
*4(h)(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(l)(4).)
*4(h)(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(l)(5).)
*4(h)(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(l)(6).)
*4(i)(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(i)(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 year ended December 31, 1983, File No. 1-5924--Exhibit 4(n)(2).)
*4(i)(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(i)(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(i)(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(i)(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(j) -- Reimbursement Agreement, dated as of September 15, 1981, as amended,
between TEP and Manufacturers Hanover Trust Company. (Form 10-K for
the year ended December 31, 1984, File No. 1-5924--Exhibit 4(o)(4).)
*4(k)(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(k)(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(k)(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(k)(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).)
*4(l) -- Warrant Agreement and Form of Warrant, dated as of December 15,
1992. (Form S-1, Registration No. 33-55732--Exhibit 4(q).)
*4(m)(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(m)(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(m)(3)--Supplemental Indenture No. 2 creating a series of bonds designated
Second Mortgage Bonds, Collateral Series B, dated as of December 1,
1997.
*4(n)(1)-- Loan Agreement, dated as of April 1, 1997, between Coconino
County, Arizona Pollution Control Corporation and TEP relating to
Pollution Control Revenue Bonds, 1997 Series A (Tucson Electric
Power Company Navajo Project). (Form 10-Q for the quarter ended
March 31, 1997, File No. 1-5924--Exhibit 4(c).)
*4(n)(2)-- Indenture of Trust, dated as of April 1, 1997, between Coconino
County, Arizona Pollution Control Corporation and First Trust of New
York, National Association, authorizing Pollution Control Revenue
Bonds, 1997 Series A (Tucson Electric Power Company Navajo
Project). (Form 10-Q for the quarter ended March 31, 1997, File No.
1-5924--Exhibit 4(d).)
*4(o)(1)-- Loan Agreement, dated as of April 1, 1997, between Coconino
County, Arizona Pollution Control Corporation and TEP relating to
Pollution Control Revenue Bonds, 1997 Series B (Tucson Electric
Power Company Navajo Project). (Form 10-Q for the quarter ended
March 31, 1997, File No. 1-5924--Exhibit 4(e).)
*4(o)(2)-- Indenture of Trust, dated as of April 1, 1997, between Coconino
County, Arizona Pollution Control Corporation and First Trust of New
York, National Association, authorizing Pollution Control Revenue
Bonds, 1997 Series B (Tucson Electric Power Company Navajo
Project). (Form 10-Q for the quarter ended March 31, 1997, File No.
1-5924--Exhibit 4(f).)
*4(p)(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(p)(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(q)(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 B
(Tucson Electric Power Company Project). (Form 10-Q for the quarter
ended September 30, 1997, File No. 1-5924--Exhibit 4(c).)
*4(q)(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 B (Tucson Electric Power
Company Project). (Form 10-Q for the quarter ended September 30,
1997, File No. 1-5924--Exhibit 4(d).)
*4(r)(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 C
(Tucson Electric Power Company Project). (Form 10-Q for the quarter
ended September 30, 1997, File No. 1-5924--Exhibit 4(e).)
*4(r)(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 C (Tucson Electric Power
Company Project). (Form 10-Q for the quarter ended September 30,
1997, File No. 1-5924--Exhibit 4(f).)
*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).)
*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
Hubbel 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).)
*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).)
*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).)
*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(c)(1)--Amended and Restated Participation Agreement, dated as of
November 15, 1987, among TEP, as Lessee, Ford Motor Credit Company,
as Owner Participant, Financial Security Assurance Inc., as Surety,
Wilmington Trust Company and William J. Wade in their respective
individual capacities as provided therein, but otherwise solely as
Owner Trustee and Co-Trustee under the Trust Agreement, and Morgan
Guaranty, in its individual capacity as provided therein, but
Secured Party. (Form 10-K for the year ended December 31, 1987, File
No. 1-5924--Exhibit 10(j)(1).)
*10(c)(2)--Lease Agreement, dated as of January 14, 1988, between
Wilmington Trust Company and William J. Wade, as Owner Trust
Agreement described therein, dated as of November 15, 1987, between
such parties and Ford Motor Credit Company, as Lessor, and TEP, as
Lessee. (Form 10-K for the year ended December 31, 1987, File No. 1-
5924--Exhibit 10(j)(2).)
*10(c)(3)--Tax Indemnity Agreement, dated as of January 14, 1988,
between TEP, as Lessee, and Ford Motor Credit Company, as Owner
Participant, beneficiary under a Trust Agreement, dated as of
November 15, 1987, with Wilmington Trust Company and William J.
Wade, Owner Trustee and Co-Trustee, respectively, together as
Lessor. (Form 10-K for the year ended December 31, 1987, File No. 1-
5924--Exhibit 10(j)(3).)
*10(c)(4)--Loan Agreement, dated as of January 14, 1988, between the
Pima County Authority and Wilmington Trust Company and William J.
Wade in their respective individual capacities as expressly stated,
but otherwise solely as Owner Trustee and Co-Trustee, respectively,
under and pursuant to a Trust Agreement, dated as of November 15,
1987, with Ford Motor Credit Company as Trustor and Debtor relating
to Industrial Development Lease Obligation Refunding Revenue Bonds,
1988 Series A (TEP's Irvington Project). (Form 10-K for the year
ended December 31, 1987, File No. 1-5924--Exhibit 10(j)(4).)
*10(c)(5)--Indenture of Trust, dated as of January 14, 1988, between the
Pima County Authority and Morgan Guaranty authorizing Industrial
Development Lease Obligation Refunding Revenue Bonds, 1988 Series A
(Tucson Electric Power Company Irvington Project). (Form 10-K for
the year ended December 31, 1987, File No. 1-5924--Exhibit
10(j)(5).)
*10(c)(6)--Lease Amendment No. 1, dated as of May 1, 1989, between TEP,
Wilmington Trust Company and William J. Wade as Owner Trustee and
Co-trustee, respectively under a Trust Agreement dated as of
November 15, 1987 with Ford Motor Credit Company. (Form 10-K for the
year ended December 31, 1990, File No. 1-5924--Exhibit 10(i)(6).)
*10(c)(7)--Lease Supplement, dated as of January 1, 1991, between TEP,
Wilmington Trust Company and William J. Wade as Owner Trustee and
Co-Trustee, respectively, under a Trust Agreement dated as of
November 15, 1987, with Ford. (Form 10K for the year ended December
31, 1991, File No. 1-5924--Exhibit 10(i)(8).)
*10(c)(8)--Lease Supplement, dated as of March 1, 1991, between TEP,
Wilmington Trust Company and William J. Wade as Owner Trustee and
Co-Trustee, respectively, under a Trust Agreement dated as of
November 15, 1987, with Ford. (Form 10-K for the year ended December
31, 1991, File No. 1-5924--Exhibit 10(i)(9).)
*10(c)(9)--Lease Supplement No. 4, dated as of December 1, 1991, between
TEP, Wilmington Trust Company and William J. Wade as Owner Trustee
and Co-Trustee, respectively, under a Trust Agreement dated as of
November 15, 1987, with Ford. (Form 10-K for the year ended December
31, 1991, File No. 1-5924--Exhibit 10(i)(10).)
*10(c)(10)--Supplemental Indenture No. 1, dated as of December 1, 1991,
between the Pima County Authority and Morgan Guaranty relating to
Industrial Lease Development Obligation Revenue Project). (Form 10-K
for the year ended December 31, 1991, File No. 1-5924--Exhibit
10(I)(11).)
*10(c)(11)--Restructuring Commitment Agreement, dated as of June 30,
1992, among TEP, as Lessee, Ford Motor Credit Company, as Owner
Participant, Wilmington Trust Company and William J. Wade, as Owner
Trustee and Co-Trustee, respectively, and Morgan Guaranty, as
Indenture Trustee and Refunding Trustee, relating to the
restructuring of the Registrant's lease of Unit 4 at the Irvington
Generating Station. (Form S-4, Registration No. 33-52860--Exhibit
10(i)(12).)
*10(c)(12)--Amendment No. 1, dated as of December 15, 1992, to Amended
and Restated Participation Agreement, dated as of November 15, 1987,
among TEP, as Lessee, Ford Motor Credit Company, as Owner
Participant, Wilmington Trust Company and William J. Wade, as Owner
Trustee and Co-Trustee, respectively, Financial Security Assurance
Inc., as Surety, and Morgan Guaranty, as Indenture Trustee. (Form
S-1, Registration No. 33-55732--Exhibit 10(h)(12).)
*10(c)(13)--Amended and Restated Lease, 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(h)(13).)
*10(c)(14)--Amended and Restated Tax Indemnity Agreement, dated as of
December 15, 1992, between TEP, as Lessee, and Ford Motor Credit
Company, as Owner Participant. (Form S-1, Registration No. 33-
55732--Exhibit 10(h)(14).)
*10(d)-- Power Sale Agreement for the years 1990 to 2011, dated as of March
10, 1988, between TEP and Salt River Project Agricultural
Improvement and Power District. (Form 10-K for the year ended
December 31, 1987, File No. 1-5924--Exhibit 10(k).)
+*10(e)(1)--Employment Agreements between TEP and currently in effect
with Ira R. Adler, Charles E. Bayless, Thomas A. Delawder, Gary L.
Ellerd, Steven J. Glaser, Thomas N. Hansen, Karen G. Kissinger,
Kevin P. Larson, George W. Miraben, Dennis R. Nelson, James S.
Pignatelli and Romano Salvatori. (Form 10-K for the year ended
December 31, 1996, File No. 1-5924--Exhibit 10(g)(1).)
+*10(e)(2)--Employment Agreement between TEP and Romano Salvatori. (Form
10-K for the year ended December 31, 1996, File No. 1-5924--Exhibit
10(g)(2).)
*10(e)(3)--Letter, dated February 25, 1992, from Dr. Martha R. Seger to
TEP and Capital Holding Corporation. (Form S-4, Registration No. 33-
52860--Exhibit 10(k)(4).)
+10(e)(4)--Amendment No. 1 to Employment Agreement among Romano Salvatori,
TEP and Nations Energy Corporation.
+10(e)(5)--Amendment No. 1 to Amended and Restated Employment Agreement
between TEP and currently in effect with Ira R. Adler, Charles E.
Bayless, Thomas A. Delawder, Gary L. Ellerd, Steven J. Glaser,
Thomas N. Hansen, Karen G. Kissinger, Kevin P. Larson, George W.
Miraben, Dennis R. Nelson, James S. Pignatelli and Romano Salvatori.
*10(f)-- Power Sale Agreement, dated April 29, 1988, for the dates of May 16,
1990 to December 31, 1995, between TEP and Nevada Power Company.
(Form 10-K for the year ended December 31, 1988, File No 1-5924--
Exhibit 10(m)(2).)
*10(g)-- 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(h)-- 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(i)-- 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(j)-- Restructuring Agreement, dated as of December 1, 1992, between TEP
and Century Power Corporation. (Form S-1, Registration No. 33-
55732--Exhibit 10(x).)
*10(k)-- Voting Agreement, dated as of December 15, 1992, between TEP and
Chrysler Capital Corporation (documents relating to CILCORP Lease
Management, Inc., MWR Capital Inc., US West Financial Services, Inc.
and Philip Morris Capital Corporation are not filed but are
substantially similar). (Form S-1, Registration No. 33-55732--
Exhibit 10(y).)
*10(l)(1)--Wholesale Power Supply Agreement between TEP and Navajo
Tribal Utility Authority dated January 5, 1993. (Form 10-K for the
year ended December 31, 1992, File No. 1-5924--Exhibit 10(t).)
*10(l)(2)--Amended and Restated Wholesale Power Supply Agreement between
TEP and Navajo Tribal Utility Authority, dated June 25, 1997. (Form
10-Q for the quarter ended June 30, 1997, File No. 1-5924--Exhibit
10.)
10(m) -- Credit Agreement dated as of December 30, 1997, among TEP, Toronto
Dominion (Texas), Inc., as Administrative Agent, The Bank of New
York, as Syndication Agent, Societe Generale, as Documentation
Agent, the lenders party hereto, and the issuing banks party hereto.
+*10(n)-- 1994 Omnibus Stock and Incentive Plan of UniSource Energy. (Form S-
8 dated January 6, 1998, File No. 333-43767.)
+*10(o)-- 1994 Outside Director Stock Option Plan of UniSource Energy. (Form
S-8 dated January 6, 1998, File No. 333-43765.)
+*10(p)-- Management and Directors Deferred Compensation Plan of UniSource
Energy. (Form S-8 dated January 6, 1998, File No. 333-43769.)
11 -- Statement re computation of per share earnings--UniSource Energy.
12 -- Computation of Ratio of Earnings to Fixed Charges--TEP.
16 -- Letter re change in certifying accountant.
21 -- Subsidiaries of the Registrants.
23 -- Consents of experts and counsel.
24 -- Power of Attorney.
27(a) -- Financial Data Schedule--UniSource Energy.
27(b) -- Financial Data Schedule--TEP.
(*)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.
Exhibit 16
March 2, 1998
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 9 of Form
10-K of UniSource Energy Corporation and Tucson Electric
Power Company dated March 2, 1998.
Yours Truly,
DELOITTE & TOUCHE LLP
Tucson, Arizona
