San Juan Project Construction Agreement

This Modification No. 8 to the San Juan Project Construction Agreement between PUBLIC SERVICE COMPANY OF NEW MEXICO ("New Mexico") and TUCSON ELECTRIC POWER COMPANY ("Tucson"), hereinafter referred to collectively as the "Parties" or "Participants", is hereby entered into and executed as of the 12 day of January, 1994


WITNESSETH:


WHEREAS, the Parties entered into an agreement described as the San Juan Project Construction Agreement effective July 1, 1969, as modified by Modification No. 1 on May 16, 1979, Modification No. 2 on December 31, 1983, Modification No. 3 on July 17, 1984, Modification No. 4 on October 25, 1984, Modification No. 5 on July 1, 1985, Modification No. 6 on April 1, 1993 and Modification No. 7 on April 1, 1993 ("Construction Agreement"), which establishes certain terms and conditions relating to their participation and responsibility in the construction of the San Juan Project; and


WHEREAS, as of May 27, 1993, New Mexico and Utah Associated Municipal Power Systems, a political subdivision of the State of Utah ("UAMPS"), entered into the Restated and Amended San Juan Unit 4 Purchase and Participation Agreement ("UAMPS PPA"), whereby UAMPS agreed to purchase from New Mexico a 7.028 percent undivided ownership interest in San Juan Unit 4; and


WHEREAS, the UAMPS PPA provides, among other things, that UAMPS, upon closing of the transaction provided for in the UAMPS PPA, will have the voting rights and obligations of a Unit Participant on San Juan Project Committees as said rights and obligations are set forth in the Project Agreements; and


WHEREAS, New Mexico and Tucson desire to clarify the rights and responsibilities of Participants and Unit Participants in the San Juan Project as a result of UAMPS' purchase of a 7.028 percent undivided interest in Unit 4 pursuant to the UAMPS PPA.


NOW, THEREFORE, the Parties agree that the Construction Agreement is hereby amended as follows:


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