Exhibit 2 AGREEMENT AND PLAN OF MERGER dated as of June 17, 1999Agreement and Plan of Merger • August 9th, 1999 • Unisource Energy Corp • Electric services • Delaware
EXHIBIT 4.2 UNISOURCE ENERGY CORPORATION 4.50% CONVERTIBLE SENIOR NOTES DUE 2035 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • March 3rd, 2005 • Unisource Energy Corp • Electric services • New York
RIGHTS AGREEMENTRights Agreement • March 29th, 1999 • Unisource Energy Corp • Electric services • Arizona
EXH. D-1(A) SETTLEMENT AGREEMENT -------------------- UNISOURCE ENERGY CORPORATION'S ------------------------------ ACQUISITION OF CITIZENS COMMUNICATION COMPANY'S ----------------------------------------------- GAS AND ELECTRIC UTILITY ASSETS...Settlement Agreement • May 8th, 2003 • Unisource Energy Corp • Electric services
AMENDMENT NO. 3 to LEASE AGREEMENTLease Agreement • August 8th, 2003 • Unisource Energy Corp • Electric services
dated as of May 4, 2005 among TUCSON ELECTRIC POWER COMPANY, as Borrower,Credit Agreement • May 9th, 2005 • Unisource Energy Corp • Electric services • New York
INDENTURE _________________Indenture • March 3rd, 2005 • Unisource Energy Corp • Electric services • New York
TOUnisource Energy Corp • May 9th, 2005 • Electric services
UNS GAS, INC. UNISOURCE ENERGY SERVICES, INC.Unisource Energy Corp • August 21st, 2003 • Electric services • New York
TRUSTTrust Agreement • May 21st, 1998 • Unisource Energy Corp • Electric services • Massachusetts
ASSET PURCHASE AGREEMENT by and between CITIZENS COMMUNICATIONS COMPANY, as SELLER,Asset Purchase Agreement • November 1st, 2002 • Unisource Energy Corp • Electric services • Arizona
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 12th, 2013 • UNS Energy Corp • Electric services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 11, 2013 (this “Agreement”), by and among FortisUS Inc., a Delaware corporation (“Parent”), Color Acquisition Sub Inc., an Arizona corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), UNS Energy Corporation, an Arizona corporation (the “Company”), and, solely for the purposes of Sections 5.5(c) and 8.15, Fortis Inc., a corporation incorporated under the Corporations Act of Newfoundland and Labrador (“Ultimate Parent”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
AMENDMENT NO. 3Tax Indemnity Agreement • August 8th, 2003 • Unisource Energy Corp • Electric services
W I T N E S S E T HRestricted Stock Award Agreement • January 6th, 1998 • Unisource Energy Corp • Electric services • Arizona
Trust Agreement Between Tucson Electric Power Company And Fidelity Management Trust Company TUCSON ELECTRIC POWER COMPANY SUPPLEMENTAL RETIREMENT ACCOUNT FOR CLASSIFIED EMPLOYEES TRUST The original Trust document was dated as of June 1, 1987. This...Trust Agreement • May 21st, 1998 • Unisource Energy Corp • Electric services • Massachusetts
TUCSON ELECTRIC POWER COMPANY (an Arizona corporation) % Notes due UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2011 • Unisource Energy Corp • Electric services • New York
Tucson Electric Power Company, an Arizona corporation (the “Company”), confirms its agreement (the “Agreement”) with , , and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom and are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of $ in aggregate principal amount of the Company’s % Notes due (the “Securities”).
New York, New York as of August 11, 2003 TO EACH OF THE PURCHASERS LISTED IN THE ATTACHED SCHEDULE A: Ladies and Gentlemen: UNS ELECTRIC, INC., a corporation incorporated under the law of the State of Arizona (the Company) and UNISOURCE ENERGY...Unisource Energy Corp • August 21st, 2003 • Electric services • Vermont
AMENDMENT NO. 4 to LEASE AGREEMENTLease Agreement • June 12th, 2006 • Unisource Energy Corp • Electric services
This AMENDMENT NO. 4, dated as of June 1, 2006, to Lease Agreement, dated as of December 1, 1985, between TUCSON ELECTRIC POWER COMPANY, an Arizona corporation (“TEP”), and SAN CARLOS RESOURCES INC., an Arizona corporation (“San Carlos”), jointly and severally as Lessee (such term and all other capitalized terms used herein without definition having the meanings provided in Section 1 hereof), and WILMINGTON TRUST COMPANY, a Delaware corporation, and WILLIAM J. WADE (not in their respective individual capacities but solely as Owner Trustee and Cotrustee, respectively, under the Trust Agreement between such parties and SELCO Service Corporation (as successor to IBM Credit LLC), as Owner Participant), as Lessor (this “Lease Amendment”),
LOAN AGREEMENT (2013 Series A) between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF PIMA and TUCSON ELECTRIC POWER COMPANY Dated as of March 1, 2013 Relating To Industrial Development Revenue Bonds, 2013 Series A (Tucson Electric Power...Loan Agreement • March 14th, 2013 • UNS Energy Corp • Electric services • Arizona
THIS LOAN AGREEMENT (2013 Series A), dated as of March 1, 2013 (this “Agreement”), between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF PIMA, an Arizona nonprofit corporation designated by law as a political subdivision of the State of Arizona (hereinafter called the “Authority”), and TUCSON ELECTRIC POWER COMPANY, a corporation organized and existing under the laws of the State of Arizona (hereinafter called the “Company”),
LOAN AGREEMENT (2008 SERIES B) BETWEEN THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF PIMA AND TUCSON ELECTRIC POWER COMPANY DATED AS OF JUNE 1, 2008 RELATING TO INDUSTRIAL DEVELOPMENT REVENUE BONDS, 2008 SERIES B (TUCSON ELECTRIC POWER COMPANY...Loan Agreement • July 1st, 2008 • Unisource Energy Corp • Electric services • Arizona
THIS LOAN AGREEMENT (2008 Series B), dated as of June 1, 2008 (this “Agreement”), between THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE COUNTY OF PIMA, an Arizona nonprofit corporation designated by law as a political subdivision of the State of Arizona (hereinafter called the “Authority”), and TUCSON ELECTRIC POWER COMPANY, a corporation organized and existing under the laws of the State of Arizona (hereinafter called the “Company”),
Supplemental Indenture No. 12 TUCSON ELECTRIC POWER COMPANY to THE BANK OF NEW YORK MELLON, Trustee Dated as of December 1, 2010 Supplemental to Indenture of Mortgage and Deed of Trust, dated as of December 1, 1992 Creating A Series of Bonds...Unisource Energy Corp • December 17th, 2010 • Electric services
SUPPLEMENTAL INDENTURE NO. 12, dated as of December 1, 2010, between Tucson Electric Power Company (hereinafter sometimes called the “Company”), a corporation organized and existing under the laws of the State of Arizona, having its principal office at One South Church Avenue, in the City of Tucson, Arizona, as trustor, and The Bank of New York Mellon, formerly known as The Bank of New York (successor in trust to Bank of Montreal Trust Company), a banking corporation organized and existing under the laws of the State of New York and having its principal office at 101 Barclay Street, in the Borough of Manhattan, The City of New York, New York, as trustee (hereinafter sometimes called the “Trustee”), under the Indenture of Mortgage and Deed of Trust, dated as of December 1, 1992, between the Company and the Trustee (hereinafter called the “Original Indenture”), as heretofore amended and supplemented, this Supplemental Indenture No. 12 being supplemental thereto (the Original Indenture as
AMENDMENT NO. 4 dated as of June 1, 2006 to TAX INDEMNITY AGREEMENT dated as of December 1, 1985 between SELCO SERVICE CORPORATION (as successor to IBM Credit LLC) beneficiary under a Trust Agreement dated as of December 1, 1985 with Wilmington Trust...Tax Indemnity Agreement • June 12th, 2006 • Unisource Energy Corp • Electric services
This AMENDMENT NO. 4 (this “Amendment”), dated as of June 1, 2006 to TAX INDEMNITY AGREEMENT, dated as of December 1, 1985, between TUCSON ELECTRIC POWER COMPANY, an Arizona corporation, and SAN CARLOS RESOURCES INC., an Arizona corporation, as Lessee (the “Lessee”), and SELCO SERVICE CORPORATION (as successor to IBM Credit LLC), an Ohio corporation (the “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 (the “Lessor”).
Employment AgreementEmployment Agreement • December 22nd, 2006 • Unisource Energy Corp • Electric services • Arizona
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of the 22nd day of December, 2006 (the “Effective Date”), by and between Tucson Electric Power Company (the “Company”), an Arizona corporation, and Dennis R. Nelson (the “Employee”). Company and Employee may be referred to collectively hereinafter as the “Parties” and singly as a “Party”.
STOCK PURCHASE AGREEMENT AMONG ADVANCED ENERGY TECHNOLOGIES, INC., (AS THE SELLER) AND SOLON AG für Solartechnik AND I-SOL VENTURES GMBH (AS THE BUYERS) March 25, 2006Stock Purchase Agreement • March 28th, 2006 • Unisource Energy Corp • Electric services • Arizona
STOCK PURCHASE AGREEMENT, dated as of March 25, 2006, by and among ADVANCED ENERGY TECHNOLOGIES, INC., an Arizona corporation (the “Seller) and SOLON AG für Solartechnik, a German corporation (Aktiengesellschaft) (“Solon”) and I-SOL VENTURES GmbH (Gesellschaft mit beschränkter Haftung) (“I-Sol,” and together with Solon, the “Buyers” and each a “Buyer”). The Buyer and the Seller are referred to collectively herein as the “Parties”.
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT dated as of April 30, 2008 among TUCSON ELECTRIC POWER COMPANY, as Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Issuing Bank, UNION BANK OF CALIFORNIA, N.A., as Syndication Agent, ABN...Letter of Credit and Reimbursement Agreement • July 1st, 2008 • Unisource Energy Corp • Electric services • New York
This LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of April 30, 2008, is entered into by and among TUCSON ELECTRIC POWER COMPANY, an Arizona corporation, the LENDERS from time to time party hereto, 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 JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Supplemental Indenture No. 9 TUCSON ELECTRIC POWER COMPANY to THE BANK OF NEW YORK MELLON, Trustee Dated as of July 3, 2008 Supplemental to Indenture of Mortgage and Deed of Trust, dated as of December 1, 1992 Amending the Indenture of Mortgage and...Unisource Energy Corp • February 26th, 2010 • Electric services
SUPPLEMENTAL INDENTURE NO. 9, dated as of July 3, 2008, between Tucson Electric Power Company (hereinafter sometimes called the “Company”), a corporation organized and existing under the laws of the State of Arizona, having its principal office at One South Church Avenue, in the City of Tucson, Arizona, as trustor, and The Bank of New York Mellon (successor in trust to Bank of Montreal Trust Company), a banking corporation organized and existing under the laws of the State of New York and having its principal office at 101 Barclay Street, in the Borough of Manhattan, The City of New York, New York, as trustee (hereinafter sometimes called the “Trustee”), under the Indenture of Mortgage and Deed of Trust, dated as of December 1, 1992, between the Company and the Trustee (hereinafter called the “Original Indenture”), as heretofore amended and supplemented, this Supplemental Indenture No. 9 being supplemental thereto (the Original Indenture as heretofore amended and supplemented, and as s
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 9, 2010, among UNS ELECTRIC, INC. and UNS GAS, INC., each as a Borrower, UNISOURCE ENERGY SERVICES, INC., as Guarantor, THE BANKS NAMED HEREIN AND THE OTHER LENDERS FROM TIME TO TIME...Credit Agreement • November 15th, 2010 • Unisource Energy Corp • Electric services • New York
The Borrowers, the Existing Lenders, certain other lenders, the Guarantor and the Administrative Agent previously entered into that certain Amended and Restated Credit Agreement, dated as of August 11, 2006 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The parties hereto desire to amend and restate the Existing Credit Agreement, on the terms and conditions set forth herein.
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 2nd, 2009 • Unisource Energy Corp • Electric services • New York
This AMENDMENT NO. 1, dated as of April 30, 2007 (this “Amendment”), is made by and among UNS ELECTRIC, INC., an Arizona corporation (“UNS Electric”), UNS GAS, INC., an Arizona corporation (“UNS Gas”, and together with UNS Electric being referred to herein, individually, as a “Borrower” and, collectively, as the “Borrowers”), UNISOURCE ENERGY SERVICES, INC., an Arizona corporation (the “Guarantor”), 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 UNION BANK OF CALIFORNIA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 5th, 2010 • Unisource Energy Corp • Electric services • New York
This AMENDMENT NO. 4, dated as of June 24, 2010 (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 UNION BANK, N.A. (formerly known as Union Bank of California, N.A.), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 2nd, 2009 • Unisource Energy Corp • Electric services • New York
This AMENDMENT NO. 3, dated as of September 16, 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 UNION BANK OF CALIFORNIA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 9, 2010 among UNISOURCE ENERGY CORPORATION, an Arizona corporation, as Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., SUNTRUST BANK and WELLS FARGO BANK, NATIONAL...Lease Agreement • November 15th, 2010 • Unisource Energy Corp • Electric services • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 9, 2010, among UNISOURCE ENERGY CORPORATION, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., SUNTRUST BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, BANK OF AMERICA, N.A. and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, and UNION BANK, N.A. (formerly known as Union Bank of California, N.A.), as Administrative Agent.
ARTICLE 1 DEFINITIONS AND INTERPRETATION ------------------------------Term Loan Agreement • August 21st, 2003 • Unisource Energy Corp • Electric services • California
CREDIT AGREEMENT dated as of August 10, 2011, among UNS ELECTRIC, INC., as Borrower, UNISOURCE ENERGY SERVICES, INC., as Guarantor, THE LENDERS NAMED HEREIN AND FROM TIME TO TIME PARTY HERETO, as Lenders, and UNION BANK, N.A., as Administrative AgentCredit Agreement • August 12th, 2011 • Unisource Energy Corp • Electric services • New York
WHEREAS, the Borrower has requested that the Lenders make term loans to the Borrower for the purposes described herein; and
Supplemental Indenture No. 11 TUCSON ELECTRIC POWER COMPANY to THE BANK OF NEW YORK MELLON, Trustee Dated as of November 1, 2010 Supplemental to Indenture of Mortgage and Deed of Trust, dated as of December 1, 1992 Creating A Series of Bonds...Unisource Energy Corp • November 15th, 2010 • Electric services
SUPPLEMENTAL INDENTURE NO. 11, dated as of November 1, 2010, between Tucson Electric Power Company (hereinafter sometimes called the “Company”), a corporation organized and existing under the laws of the State of Arizona, having its principal office at One South Church Avenue, in the City of Tucson, Arizona, as trustor, and The Bank of New York Mellon, formerly known as The Bank of New York (successor in trust to Bank of Montreal Trust Company), a banking corporation organized and existing under the laws of the State of New York and having its principal office at 101 Barclay Street, in the Borough of Manhattan, The City of New York, New York, as trustee (hereinafter sometimes called the “Trustee”), under the Indenture of Mortgage and Deed of Trust, dated as of December 1, 1992, between the Company and the Trustee (hereinafter called the “Original Indenture”), as heretofore amended and supplemented, this Supplemental Indenture No. 11 being supplemental thereto (the Original Indenture as
Supplemental Indenture No. 7 TUCSON ELECTRIC POWER COMPANY to THE BANK OF NEW YORK, Trustee Dated as of December 1, 2006 Supplemental to Indenture of Mortgage and Deed of Trust, dated as of December 1, 1992 Creating A Series of Bonds Designated First...Unisource Energy Corp • December 22nd, 2006 • Electric services
SUPPLEMENTAL INDENTURE NO. 7, dated as of December 1, 2006, between Tucson Electric Power Company (hereinafter sometimes called the “Company”), a corporation organized and existing under the laws of the State of Arizona, having its principal office at One South Church Avenue, in the City of Tucson, Arizona, as trustor, and The Bank of New York (successor in trust to Bank of Montreal Trust Company), a banking corporation organized and existing under the laws of the State of New York and having its principal office at 101 Barclay Street, in the Borough of Manhattan, The City of New York, New York, as trustee (hereinafter sometimes called the “Trustee”), under the Indenture of Mortgage and Deed of Trust, dated as of December 1, 1992 (hereinafter called the “Original Indenture”), as heretofore amended and supplemented, this Supplemental Indenture No. 7 being supplemental thereto (the Original Indenture as heretofore amended and supplemented, and as supplemented hereby, and as it may from t
