0001193125-11-290425 Sample Contracts

TUCSON ELECTRIC POWER COMPANY (an Arizona corporation) % Notes due UNDERWRITING AGREEMENT
Underwriting 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”).

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