**EXHIBIT
      99.22**





1997
      SUPPLEMENTAL INDENTURE


Dated
      as
      of December 23, 1997


To


TRUST
      INDENTURE, MORTGAGE, SECURITY AGREEMENT AND


ASSIGNMENT
      OF RENTS





Dated
      as
      of August 12, 1986


between


STATE
      STREET BANK AND TRUST COMPANY, not


in
      its
      individual capacity, but solely


as
      Owner
      Trustee under a Trust


Agreement
      dated as of August 12, 1986


with
      MFS
      Leasing Corp. (successor by assignment


to
      Beneficial Leasing Group, Inc.)





and


THE CHASE MANHATTAN BANK (formerly
      known as “Chemical Bank”),


as
      Indenture Trustee











Original
      Indenture recorded August 18, 1986 as Instrument No, 86-439408,


and
      Supplemental Indenture No. 1 thereto dated as
      of


November
      18, 1986, recorded November 25 , 1986 as
      Instrument No. 86-650749,


and
      1996 Supplemental Indenture recorded September 30, 1996 ** as
      Instrument No. 96-0694410B


all in
      Maricopa County, Arizona Recorder’s Office.











This **1997
      SUPPLEMENTAL INDENTURE** dated as
      of December 23, 1997 to Trust Indenture, Mortgage, Security Agreement and
      Assignment of Rents dated as of August 12, 1986, between **STATE
      STREET BANK AND TRUST COMPANY** ,
      a
      Massachusetts trust company (State Street), not in its individual capacity,
      but
      solely as Owner Trustee (the **Owner
      Trustee** )
      under a
      Trust Agreement dated as of August 12, 1986, between State Street, whose address
      is Two International Place, 4th Floor, Boston, Massachusetts 02110, with MFS
      LEASING CORP. (successor by assignment to Beneficial Leasing Group, inc.),
      a
      Delaware corporation (the **Trust
      Agreement** ),
      and **THE
      CHASE MANHATTAN BANK** (formerly known as “Chemical Bank”), a New York banking corporation (the **Indenture
      Trustee** ),
      whose
      address is 450 West 33rd Street, 15th Floor, New York, New York
      10001.




WITNESSETH:




**WHEREAS** ,
      the
      Owner Trustee (as successor owner trustee to The First National Bank
      of
      Boston, the owner trustee originally designated in and party to the Trust
      Agreement) and the Indenture
      Trustee have entered into a Trust Indenture, Mortgage, Security Agreement and
      Assignment of Rents dated as of August 12, 1986 (as heretofore amended and
      supplemented, the Indenture)
      pursuant to which the Owner Trustee has issued the Fixed Rate
      Notes;




**WHEREAS** ,
      Section
      3.5(1) of the Indenture provides, among other things, that the Fixed
      Rate Notes may be refunded with, in whole or in part, Additional
      Notes;




**WHEREAS** ,
      Section
      3.5(4) of the Indenture provides, among other things, that the Owner
      Trustee and the Indenture Trustee may enter into indentures supplemental to
      the
      Indenture for, among other things, the purpose of establishing the terms,
      conditions and designations of Additional
      Notes;




**WHEREAS** ,
      the
      Owner Trustee has received an authorization and request from the Owner
      Participant to issue an Additional Note and, as a result, the Owner Trustee
      desires to issue an Additional
      Note to effect a refunding of a portion of the Fixed Rate Note due January
      15,
      2016 and to enter
      into this 1997 Supplemental Indenture to establish the terms, conditions and
      designations of such
      Additional Note; and




**WHEREAS** ,
      Section
      10.1 (viii) of the Indenture provides that, without the consent of Holders
      of
      the Notes Outstanding, the Indenture Trustee may, with the written consent
      of
      the Owner Trustee,
      from time to time and at any time execute a supplement to the Indenture in
      order
      to evidence the issuance of and to provide the terms of Additional
      Notes;




**NOW** **,** **THEREFORE** ,
      in
      consideration of the premises and
      of
      other good and valuable consideration, receipt and sufficiency of which are
      hereby acknowledged, the parties hereto as
      follows:




**SECTION
      1. Definitions.**




For
      purposes hereof, capitalized terms used herein and not otherwise defined herein
      have the meanings assigned to such terms in Appendix A to the
      Indenture.




**SECTION
      2. Terms, Conditions and Designations of the Addition
      Note.**





2


**(a)**  **The
      1997 Refunding Note.**




There
      is
      hereby created and established a separate series of Notes of the Owner Trustee
      designated “Nonrecourse Promissory Note, 1997 Refunding Series” herein referred
      to as the **1997
      Refunding Note** .
      The
      1997 Refunding Note shall be payable as to principal and bear interest on
      the
      principal amount thereof as follows:





**1997
                Refunding******
              **Note
                Due**
            **Interest
                Rate**
            **Principal
                Amount**January
                15,2016
            10.15%
            $28,900,000




The
      1997
      Refunding Note shall bear interest on the principal amount thereof from time
      to
      time Outstanding
      from the date thereof until paid at the rate of interest set forth therein.
      The
      principal amount
      of
      the 1997 Refunding Note shall be payable as set forth in Schedule 1 attached
      thereto. Installments
      of interest on and principal of (and premium, if any, on) the 1997 Refunding
      Note shall be
      due
      and payable on the dates specified in the 1997 Refunding Note. The 1997
      Refunding Note shall
      be
      substantially in the form of Exhibit
      A hereto.




**SECTION
      3. Miscellaneous.**




**(a)**  **Effective
      Date of Supplemental Indenture.**




This
      1997
      Supplemental Indenture shall be and become effective upon the execution hereof
      by the parties hereto.




**(b)**  **Counterpart
      Execution.**




This
      1997
      Supplemental Indenture may be executed in any number of counterparts and by
      the
      different parties hereto on separate counterparts, each of which, when so
      executed and delivered,
      shall be an original, but all such counterparts shall together constitute but
      one and the same instrument.




**(c)**  **Execution
      as Supplemental Indenture.**




This
      1997
      Supplemental Indenture is executed and shall be construed as an indenture
      supplemental to She Indenture and, as provided in the Indenture, this 1997
      Supplemental Indenture forms a part thereof.




**(d)**  **Beneficiaries**




Pursuant
      to Arizona Revised Statutes, Section 33-404, (i) the beneficiary of the Trust
      Agreement is MFS Leasing Corp., a Delaware corporation whose address is 919
      North Market Street, Suite
      200, Wilmington, Delaware 19808, Attention of Donna M. Coughey and (ii) the
      beneficiaries of
      this
      Indenture are (A) Public Service Company of New Mexico, a New Mexico corporation
      whose address is Alvarado Square, Albuquerque, New Mexico 87158, Attention
      of
      Secretary, a Holder of a Note,
      and
      (B)(1) First PV Funding Corporation, a Delaware corporation whose address is Corporation
      Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, Attention of
      President, and
      (2)
      by pledge and assignment, the banking corporation also acting as indenture
      trustee hereunder the
      address of which is set forth above, as their respective interests may appear,
      each a Holder of a Note. Copies of the Trust Agreement and this Indenture are
      available for inspection at the Indenture Trustee’s
      Office.





3


**IN
      WITNESS WHEREOF** ,
      the
      Owner Trustee and the Indenture Trustee have each caused this 1997 Supplemental
      Indenture to be duly executed by their respective officers thereunto duly
      authorized, all as of the date first set forth above,




**STATE
      STREET BANK AND TRUST COMPANY** ,


not
      in
      its individual capacity, but solely as **Owner
      Trustee** under
      the Trust Agreement dated, as of August
      12, 1986, with MFS Leasing Corp.,









By  /s/Henry
      W. Seemore


Name:  Henry
      W.
      Seemore


Title:  Assistant
      Vice President









**THE
      CHASE MANHATTAN BANK** ,
      as
      Indenture


Trustee,









By  /s/
      P.J. Gilkeson


Name:  P.J.
      Gilkeson


Title:  Vice
      President


4


COMMON WEALTH
        OF
        MASSACHUSETTS )
 )ss:
 COUNTY
        OF
        SUFFOLK  )


On
      the 29
      day of December, 1997, before me personally came Henry W. Seemore ,
      to me
      be
      known, who, being by me duly sworn, did acknowledge, depose and say that he
      resides at Brockton *,* Massachusetts;
      that he is a Assistant Vice President of **STATE
      STREET BANK** **AND
      TRUST COMPANY** ,
      a. ** Massachusetts
      trust company described in and which executed the foregoing
      instrument; and that he signed his name thereto on behalf of said trust company
      by authority
      of the Board of Directors of such trust company.







/s/
      Laura L. Morse


Notary
      Public


Term
      Expires: July 12, 2002










[NOTARIAL
      SEAL]







5


STATE
      OF
      NEW YORK  )


)
      ss:


COUNTY
      OF
      NEW YORK  )





On
      the 29
      day of December, 1997, before me personally came P.J. Gilkeson ,
      to me
      be
      known, who, being by me duly sworn, did acknowledge, depose and say that he
      resides at 452 Belafield Ave., Staten Island *,* New
      York;
      that he is a Vice President of **THE
      CHASE MANHATTAN BNAK** ,
      a New
      York banking corporation, described in and which
      executed the foregoing
      instrument; and that he signed his name thereto on behalf of said corporation
      by authority
      of the Board of Directors of such trust company.







/s/
      Anabelle DeLuca


Notary
      Public




Term
      Expires:


Anabelle
      DeLuca


Notary
      Public, State of New York


No.
      01DE5013759


Qualified
      in Kings County


Certificate
      Filed in New York County


Commission
      Expires July 15, 1999





[NOTARIAL
      SEAL]










6


EXHIBIT
      A
      to


1997
      SUPPLEMENTAL INDENTURE




1997
      REFUNDING NOTE (DUE
      JANUARY 15, 2016)




THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE


SECURITIES
      ACT OF 1933 AND MAY NOT BE TRANSFERRED,


SOLD
      OR
      OFFERED FOR SALE IN VIOLATION OF SUCH ACT




NONRECOURSE
      PROMISSORY NOTE, 1997 REFUNDING SERIES (DUE
      JANUARY 15, 2016)




Issued
      at: New York, New York Issue
      Date: As of July 15, 1997




**STATE
      STREET BANK AND TRUST COMPANY,** not
      in
      its individual capacity,
      but solely as Owner Trustee ( **Owner
      Trustee** )
      under a
      Trust Agreement dated as of August 12, 1986 with MFS Leasing Corp. (successor
      by
      assignment to Beneficial Leasing Group,
      Inc.) (the **Owner
      Participant** ),
      hereby
      promises to pay to **PUBLIC
      SERVICE** **COMPANY’
      OF NEW MEXICO** ,
      or
      registered assigns, the principal sum of $28,900,000 (Twenty
      Eight Million Nine Hundred Thousand Dollars) on January 15, 2016 together with
      interest (computed on the basis of a 360-day year of twelve 30-day months)
      on
      the aggregate amount of such principal sum remaining unpaid from time to time
      from the Issue Date of this 1997
      Refunding Note until due and payable, in arrears, at the rate of 10.15% per
      annum. Payments of principal installments of this 1997 Refunding Note shall
      be
      made in the “principal amount
      payable” and on the “payment dates” specified in Schedule 1 hereto, as such
      Schedule may be revised from time to time in accordance with the Indenture
      the
      terms contained herein.
      Payments of accrued interest on this 199? Refunding Note shall be made on
      January 15 and
      July
      15 in each year, commencing January 15, 1998, lo and including the last “payment date”
      specified in Schedule 1 hereto.




Capitalized
      terms used in this 1997 Refunding Note which are not otherwise defined
      herein shall have the meanings ascribed thereto in the Indenture (as hereinafter
      defined).




Interest
      on any overdue principal and premium, if any, and (to the extent permitted
      by applicable law) any overdue interest, shall be paid, on demand, from the
      due
      date thereof
      at the rate per annum equal to 11.15% (computed on the basis of a 360-day year
      of twelve 30-day
      months) for the period during which any such principal, premium or interest
      shall be
      overdue.




7


In
      the
      event any date on which a payment is due under this 1997 Refunding Note is
      not a
      Business Day, then payment thereof may be made on the next succeeding Business
      Day with
      the
      same force and effect as if made on the date on which such payment was
      due.




All
      payments of principal, premium, if any, and interest to be made by the Owner Trustee
      her sunder and under the Trust Indenture, Mortgage, Security Agreement and Assignment
      of Rents dated as of August 12, 1986, as at any time heretofore or hereafter
      amended or
      supplemented in accordance with the provisions thereof (the **Indenture),** between
      the Owner Trustee and The Chase Manhattan Bank (formerly known as “Chemical
      Bank”}, as trustee (the **Indenture
      Trustee** ),
      shall
      be made only from the Lease Indenture Estate and the Trust Estate, and
      the
      Indenture Trustee shall have no obligation for the payment thereof except to
      the
      extent that the Indenture Trustee shall have sufficient income or proceeds
      from
      the Lease Indenture Estate
      to
      make such payments in accordance with the terms of Article V of the Indenture.
      The Holder
      hereof, by its acceptance of this 1997 Refunding Note, agrees that such Holder
      will look solely to the Trust Estate and the income and proceeds from the Lease
      Indenture Estate to the extent available for distribution to the Holder hereof
      as above provided, and that neither the Owner Participant nor, except as
      expressly provided in the Indenture, the Owner Trustee nor the Indenture Trustee
      is or shall be personally liable to the Holder hereof for any amounts payable
      under this 1997 Refunding Note or for any performance to be rendered under
      the
      Indenture or any
      other
      Transaction Document or for any liability thereunder, **provided,
      however** ,
      that in
      the event
      the
      Lessee shall assume all the obligations of the Owner Trustee hereunder and
      under
      the Indenture
      pursuant to Section 3.9(b) of the Indenture, then all the payments to be made
      under this 1997
      Refunding Note shall be made only from payments made by the Lessee under this
      1997 Refunding
      Note in accordance with the Assumption Agreement referred to in said Section
      3.9(b) and
      the
      Holder of this 1997 Refunding Note agrees that in such event it will look solely
      to the Lessee
      for such payment.




The
      Holder hereof, by its acceptance of this 1997 Refunding Note, agrees that each
      payment received by it hereunder shall be applied in the manner set forth in
      Section 3.11 of the
      Indenture. The Holder of this 1997 Refunding Note agrees, by its acceptance
      hereof, that it will
      duly
      note by appropriate means all payments of principal or interest made hereon
      and
      that it will not in any event transfer or otherwise dispose of this 1997
      Refunding Note unless and until all such notations have been duly
      made.





This
      1997
      Refunding Nose is the 1997 Refunding Note referred to in the Indenture.
      The Indenture permits the issuance of additional series of Notes, as provided
      in
      Section 3.5 of the Indenture, and the several series may be for varying
      aggregate principal amounts and may have different maturity dates, interest
      rates, redemption provisions and other terms.
      The properties of the Owner Trustee included in the Lease Indenture Estate
      are
      pledged to
      the
      Indenture Trustee to the extent provided in the Indenture as security for the
      payment of the principal
      of and premium, if any, and interest on this 1997 Refunding Note and all other
      Notes Issued and outstanding from time to time under the Indenture. Reference
      is
      hereby made to the Indenture
      for a statement of the rights of the Holders of, and the nature and extent
      of
      the security for, this 1997 Refunding Note and of the rights of, and the nature
      and extent of the security For, the
      Holders of the other Notes and of certain rights of the Owner Trustee, as well
      as for a statement
      of the terms and conditions of the trust created by the Indenture, to all of
      which terms and
      conditions the Holder hereof agrees by its acceptance of this 1997 Refunding
      Note.




8


This
      1997
      Refunding Note is subject to prepayment in whole as contemplated by Section
      5.2 of the Indenture and in the circumstances therein described. In addition,
      this 1997 Refunding
      Note may, at the option of the Owner Trustee, be prepaid in whole or in part
      at
      any time by the Owner Trustee upon the giving by the Owner Trustee of not less
      than two days’ notice (as provided in the Indenture) and at the following
      prepayment prices (expressed as a percentage of the unpaid principal amount
      hereof), together with interest accrued to the date fixed for
      prepayment:





**Twelve
                Month**
              **Period
                Beginning**
            **Prepayment**
              **Price**January
                15, 1997
            106.090%January
                15, 1998
            105.684January
                15, 1999
            105.278January
                15, 2000
            104.872January
                15, 2001
            104.466January
                15, 2002
            104.060January
                15, 2003
            103.654January
                15, 2004
            103.248January
                15, 2005
            102.842January
                15, 2006
            102.436January
                15, 2007
            102.030January
                15, 2008
            101.624January
                15, 2009
            101.218January
                15, 2010
            100.812January
                15, 2011
            100.406




and
      thereafter at the principal amount thereof, together with interest accrued
      to
      the dale fixed for prepayment.
      This 1997 Refunding Note is not otherwise subject to optional prepayment in whole
      or
      in part.




In
      case
      an Indenture Event of Default shall occur and be continuing, the unpaid balance
      of the principal of this 1997 Refunding Note and any other Notes, together
      with
      all accrued but unpaid interest thereon, may, subject to certain rights of
      the
      Owner Trustee or the Owner
      Participant contained or referred to in the Indenture, be declared or may become
      due and payable
      in the manner and with the effect provided in the Indenture.




The
      lien
      upon the Lease Indenture Estate is subject to being legally discharged prior
      to
      the maturity of this 1997 Refunding Note upon the deposit with the Indenture
      Trustee of cash or certain securities sufficient to pay this 1997 Refunding
      Note
      when due or an assumption of the obligation of the Owner Trustee under this
      1997
      Refunding Note and the Indenture, in each case in accordance with the terms
      of
      the Indenture.




9


There
      shall be maintained at the Indenture Trustee’s Office a register for the purpose
      of registering transfer- and exchanges of Notes in the manner provided in the
      Indenture, The
      transfer of this 1997 Refunding Note is registrable, as provided in the
      Indenture, upon surrender
      of this 1997 Refunding Note for registration of transfer duly accompanied by
      a
      written instrument
      of transfer duly executed by or on behalf of the registered Holder hereof,
      together with the amount of any applicable transfer taxes. Prior to the due
      presentment for registration of transfer
      of this 1997 Refunding Note, the Owner Trustee and the Indenture Trustee may
      treat the person
      in
      whose name this 1997 Refunding Note is registered as the owner hereof for the
      purpose of receiving payments of principal of and premium, if any, and interest
      on this 1997 Refunding
      Note and for all other purposes whatsoever, whether or not this 1997 Refunding
      Note be
      overdue, and neither the Owner Trustee nor the Indenture Trustee shall be
      affected by notice to
      the
      contrary.




Principal,
      premium, if any, and interest shall be payable, in the manner provided in the
      Indenture, on presentment of this 1997 Refunding Note at the Indenture Trustee’s
      Office, or
      as
      otherwise provided in the Indenture.




This
      1997
      Refunding Note shall be governed by, and construed in accordance with,
      the
      laws of the State of New York,








10


**IN
      WITNESS WHEREOF** ,
      the
      Owner Trustee has caused this 1997 Refunding Note
      to
      be duly executed as of the date hereof




**STATE
      STREET BANK AND TRUST COMPANY** ,




not
      in
      its individual capacity, but solely as **Owner
      Trustee** under
      the Trust Agreement dated, as of August
      12, 1986, with MFS Leasing Corp. (successor
      by assignment
      to Beneficial Leasing Group, Inc.) (









By


Name:


Title:









**THE
      CHASE MANHATTAN BANK** ,
      as
      Indenture


Trustee,









By


Name:


Title:

















11


SCHEDULE
 TO
        THE
        1997 REFUNDING NOTE
 (DUE
        JANUARY 15, 2016)
 
 Schedule
        of Principal Amortization
 
 $28,900,000 Principal Amount


Payment
                Date
            Principal
                Amount
              Payable
            Principal
                Amount
              PaidJanuary
                15, 1998
            $584,000July
                15, 1998
            614,000January
                15, 1999
            495,000July
                15, 1999
            469,000January
                15, 2000
            432,000July
                15, 2000
            496,000January
                15, 2001
            461,000July
                15, 2001
            530,000January
                15, 2002
            492,000July
                15, 2002
            566,000January
                15, 2003
            526,000July
                15, 2003
            604,000January
                15, 2004
            561,000July
                15, 2004
            644,000January
                15, 2005
            599,000July
                15, 2005
            687,000January
                15, 2006
            639,000July
                15, 2006
            735,000January
                15, 2007
            682,000July
                15, 2007
            784,000January
                15, 2008
            728,000July
                15, 2008
            837,000January
                15, 2009
            777,000July
                15, 2009
            894,000January
                15, 2010
            830,000July
                15, 2010
            954,000January
                15, 2011
            886,000July
                15, 2011
            1,020,000January
                15, 2012
            946,000July
                15, 2012
            1,086,000January
                15, 2013
            1,010,000July
                15, 2013
            1,160,000January
                15, 2014
            1,078,000July
                15, 2014
            1,250,000January
                15, 2015
            1,152,000July
                15, 2015
            1,325,000January
                I5, 2016
            1,367,000Principal
                Amount
            $28,900,000


12