EXHIBIT 4b






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                                 CITY OF FARMINGTON,
                                      NEW MEXICO




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                                ORDINANCE NO. 97-1055
                                ADOPTED APRIL 17, 1997




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                                     AUTHORIZING

                           POLLUTION CONTROL REVENUE BONDS,
                                    1997 SERIES A
                   (TUCSON ELECTRIC POWER COMPANY SAN JUAN PROJECT)




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   <PAGE> 

                                  TABLE OF CONTENTS

                                                                       Page
                                                                      -----

               Title  . . . . . . . . . . . . . . . . . . . . . . . . .   1
               Recitals . . . . . . . . . . . . . . . . . . . . . . . .   1
               Granting Clause  . . . . . . . . . . . . . . . . . . . .   2


                                      ARTICLE I

                 DEFINITIONS; FINDINGS, DECLARATIONS, DETERMINATIONS,
                             APPROVALS AND AUTHORIZATIONS

          Section 1.01.  Definitions  . . . . . . . . . . . . . . . . .   3
          Section 1.02.  Findings, Declarations, Determinations, 
                           Approvals and Authorizations  . .  . . . . .  10

                                      ARTICLE II

                                      THE BONDS

          Section 2.01.  Creation of Bonds. . . . . . . . . . . . . . .  11
          Section 2.02.  Form of Bonds. . . . . . . . . . . . . . . . .  11
          Section 2.03.  Execution of Bonds.  . . . . . . . . . . . . .  12
          Section 2.04.  Authentication of Bonds. . . . . . . . . . . .  12
          Section 2.05.  Bonds Not General Obligations  . . . . . . . .  12
          Section 2.06.  Prerequisites to Authentication of Bonds.  . .  13
          Section 2.07.  Lost or Destroyed Bonds or Bonds Canceled in
                          Error . . . . . . . . . . . . . . . . . . . .  13
          Section 2.08.  Transfer, Registration and Exchange of Bonds .  14
          Section 2.09.  Other Obligations  . . . . . . . . . . . . . .  15
          Section 2.10.  Temporary Bonds  . . . . . . . . . . . . . . .  15
          Section 2.11.  Cancellation of Bonds  . . . . . . . . . . . .  15
          Section 2.12.  Payment of Principal and Interest  . . . . . .  15
          Section 2.13.  Bonds Equally Secured  . . . . . . . . . . . .  16
          Section 2.14.  Applicability of Book-Entry Provisions . . . .  16


                                     ARTICLE III

                                 REDEMPTION OF BONDS

          Section 3.01.  Redemption Provisions  . . . . . . . . . . . .  16
          Section 3.02.  Selection of Bonds to be Redeemed  . . . . . .  17
          Section 3.03.  Procedure for Redemption . . . . . . . . . . .  18
          Section 3.04.  No Partial Redemption After Default  . . . . .  18
          Section 3.05.  Payment of Redemption Price  . . . . . . . . .  18


          --------------
          *    This table of contents is  not a part of the Ordinance,  and
               is  for convenience  only.   The captions  herein are  of no
               legal  effect and do not vary the meaning or legal effect of
               any part of the Ordinance.



   <PAGE> 

					-ii-

                                      ARTICLE IV

                                    THE BOND FUND

          Section 4.01.  Creation of Bond Fund  . . . . . . . . . . . .  19
          Section 4.02.  Liens  . . . . . . . . . . . . . . . . . . . .  19
          Section 4.03.  Deposits into Bond Fund  . . . . . . . . . . .  19
          Section 4.04.  Use of Moneys in Bond Fund . . . . . . . . . .  19
          Section 4.05.  Custody of Bond Fund; Withdrawal of Moneys . .  19
          Section 4.06.  Bonds Not Presented for Payment  . . . . . . .  19
          Section 4.07.  Moneys Held in Trust . . . . . . . . . . . . .  20

                                      ARTICLE V

                               DISPOSITION OF PROCEEDS

          Section 5.01.  Disposition of Proceeds. . . . . . . . . . . .  20

                                      ARTICLE VI

                                     INVESTMENTS

          Section 6.01.  Investments  . . . . . . . . . . . . . . . . .  20

                                     ARTICLE VII

                                  GENERAL COVENANTS

          Section 7.01.  No General Obligations . . . . . . . . . . . .  21
          Section 7.02.  Performance of Covenants of the City;
                          Representations . . . . . . . . . . . . . . .  21
          Section 7.03.  Maintenance of Rights and Powers; Compliance with
                          Laws  . . . . . . . . . . . . . . . . . . . .  21
          Section 7.04.  Enforcement of Obligations of the Company;
                          Amendments  . . . . . . . . . . . . . . . . .  21
          Section 7.05.  Further Instruments. . . . . . . . . . . . . .  21
          Section 7.06.  No Disposition of Trust Estate.  . . . . . . .  22
          Section 7.07.  Financing Statements.    . . . . . . . . . . .  22
          Section 7.08.  Tax Covenants; Rebate Fund.  . . . . . . . . .  22
          Section 7.09.  Notices of Trustee.  . . . . . . . . . . . . .  23

                                     ARTICLE VIII

                                      DEFEASANCE

          Section 8.01.  Defeasance.  . . . . . . . . . . . . . . . . .  23

                                      ARTICLE IX

                                DEFAULTS AND REMEDIES

          Section 9.01.  Events of Default. . . . . . . . . . . . . . .  24
          Section 9.02.  Remedies.  . . . . . . . . . . . . . . . . . .  25
          Section 9.03.  Restoration to Former Position.  . . . . . . .  25
          Section 9.04.  Owners' Right to Direct Proceedings. . . . . .  25


   <PAGE> 

					-iii-


          Section 9.05.  Limitation on Owners' Right to Institute
                          Proceedings.  . . . . . . . . . . . . . . . .  26
          Section 9.06.  No Impairment of Right to Enforce Payment. . .  26
          Section 9.07.  Proceedings by Trustee without Possession of
                          Bonds.  . . . . . . . . . . . . . . . . . . .  26
          Section 9.08.  No Remedy Exclusive. . . . . . . . . . . . . .  26
          Section 9.09.  No Waiver of Remedies. . . . . . . . . . . . .  26
          Section 9.10.  Application of Moneys. . . . . . . . . . . . .  27
          Section 9.11.  Severability of Remedies.  . . . . . . . . . .  27
          Section 9.12.  No Obligation of City to Act.  . . . . . . . .  27

                                      ARTICLE X

                TRUSTEE; PAYING AGENT AND CO-PAYING AGENTS; REGISTRAR

          Section 10.01. Acceptance of Trusts.  . . . . . . . . . . . .  28
          Section 10.02. No Responsibility for Recitals.  . . . . . . .  28
          Section 10.03. Limitations on Liability.  . . . . . . . . . .  28
          Section 10.04. Compensation, Expenses and Advances. . . . . .  28
          Section 10.05. Notice of Events of Default. . . . . . . . . .  29
          Section 10.06. Action by Trustee. . . . . . . . . . . . . . .  29
          Section 10.07. Good Faith Reliance. . . . . . . . . . . . . .  29
          Section 10.08. Dealings in Bonds and with the City and the
                          Company.  . . . . . . . . . . . . . . . . . .  29
          Section 10.09. Allowance of Interest. . . . . . . . . . . . .  30
          Section 10.10. Construction of Ordinance. . . . . . . . . . .  30
          Section 10.11. Resignation of Trustee.  . . . . . . . . . . .  30
          Section 10.12. Removal of Trustee.  . . . . . . . . . . . . .  30
          Section 10.13. Appointment of Successor Trustee.  . . . . . .  30
          Section 10.14. Qualifications of Successor Trustee. . . . . .  31
          Section 10.15. Judicial Appointment of Successor Trustee. . .  31
          Section 10.16. Acceptance of Trusts by Successor Trustee. . .  31
          Section 10.17. Successor by Merger or Consolidation.  . . . .  31
          Section 10.18. Standard of Care.  . . . . . . . . . . . . . .  32
          Section 10.19. Notice to Owners of Bonds of Event of Default.  32
          Section 10.20. Intervention in Litigation of the City.  . . .  32
          Section 10.21. Paying Agent; Co-Paying Agents.  . . . . . . .  32
          Section 10.22. Qualifications  of  Paying  Agent   and  Co-Paying
          Agents;
                          Resignation; Removal. . . . . . . . . . . . .  32
          Section 10.23. Registrar. . . . . . . . . . . . . . . . . . .  33
          Section 10.24. Qualifications of Registrar; Resignation;
                          Removal.  . . . . . . . . . . . . . . . . . .  33
          Section 10.25. Several Capacities.  . . . . . . . . . . . . .  34

                                      ARTICLE XI

                   EXECUTION OF INSTRUMENTS BY OWNERS OF BONDS AND
                             PROOF OF OWNERSHIP OF BONDS

          Section 11.01. Execution of Instruments; 
			    Proof of Ownership . . . . . . . . . . . .  34

                                     ARTICLE XII

                MODIFICATION OF THIS ORDINANCE AND THE SALE AGREEMENT

          Section 12.01. Limitations. . . . . . . . . . . . . . . . . .  34
          Section 12.02. Supplemental Ordinances without Owner Consent.  35


   <PAGE> 

					-iv-


          Section 12.03. Supplemental Ordinances with Consent of Owners.  
                                                                         35
          Section 12.04. Effect of Supplemental Ordinance.  . . . . . .  36
          Section 12.05. Consent of the Company.  . . . . . . . . . . .  36
          Section 12.06. Amendment of Sale Agreement without Consent of
                          Owners. . . . . . . . . . . . . . . . . . . .  37
          Section 12.07. Amendment of Sale Agreement with Consent of
                          Owners. . . . . . . . . . . . . . . . . . . .  37

                                     ARTICLE XIII

                                    MISCELLANEOUS

          Section 13.01. Successors of the City.  . . . . . . . . . . .  37
          Section 13.02. Parties in Interest. . . . . . . . . . . . . .  37
          Section 13.03. Ratification of Prior Action.  . . . . . . . .  38
          Section 13.04. Severability.  . . . . . . . . . . . . . . . .  38
          Section 13.05. No Personal Liability of City Officials. . . .  38
          Section 13.06. Bonds Owned by the City or the Company.  . . .  38
          Section 13.07. Acceptance by Trustee. . . . . . . . . . . . .  38
          Section 13.08. Governing Law. . . . . . . . . . . . . . . . .  38
          Section 13.09. Notices. . . . . . . . . . . . . . . . . . . .  38
          Section 13.10. Holidays.  . . . . . . . . . . . . . . . . . .  39
          Section 13.11. Emergency Circumstances  . . . . . . . . . . .  39


          Signatures and Seals  . . . . . . . . . . . . . . . . . . . .  40
          Acceptance of Duties by the Trustee . . . . . . . . . . . . .  40

          Exhibit A Form of Bond  . . . . . . . . . . . . . . . . . . . A-1
          Exhibit B Form of Endorsement of Transfer . . . . . . . . . . B-1
          Exhibit C Form of Certificate of Authentication . . . . . . . C-1

   <PAGE> 

                                ORDINANCE NO. 97-1055

               An Ordinance  authorizing and providing for  the issuance by
          the City  of Farmington, New  Mexico of an  issue of its  revenue
          bonds designated  "Pollution Control Revenue Bonds, 1997 Series A
          (Tucson  Electric Power Company  San Juan Project)"  to be issued
          pursuant to the  provisions of the Pollution Control Revenue Bond
          Act,  Chapter 397, Laws of 1973 of  the State of New Mexico, 31st
          Legislature,  1st  Session,  as   amended,  for  the  purpose  of
          refunding certain outstanding revenue bonds issued under such Act
          the  proceeds of which were used to  finance certain costs of the
          acquisition, construction and installation of projects consisting
          of undivided interests in certain air and water pollution control
          facilities at the San Juan Generating Station, an  electric power
          generating  plant  located  in   San  Juan  County,  New  Mexico,
          undivided  interests in which are  owned by Tucson Electric Power
          Company, a corporation  organized and existing under  the laws of
          the State of  Arizona, formerly  known as Tucson  Gas &  Electric
          Company, said revenue bonds to be payable by the City solely from
          the revenues payable to the City by Tucson Electric Power Company
          pursuant  to  a certain  Amended  and  Restated Installment  Sale
          Agreement dated as of April 1,  1997 between the City, as Vendor,
          and  Tucson Electric Power Company, as  Vendee, and certain other
          moneys pledged  therefor hereunder,  said revenue bonds  never to
          constitute  an indebtedness of the City within the meaning of any
          State constitutional provision or statutory limitation, and never
          to constitute or  give rise to a pecuniary liability  of the City
          or  a  charge against  its general  credit  or taxing  powers and
          declaring an emergency.


               WHEREAS,   the   City   of   Farmington,   an   incorporated
          municipality, a  body politic  and corporate, existing  under the
          Constitution and  laws of  the State  of New Mexico  (hereinafter
          called  the  "City"),  is  authorized  and  empowered  under  the
          Pollution Control Revenue Bond Act, Chapter 397, Laws  of 1973 of
          the  State of  New  Mexico,  31st  Legislature, 1st  Session,  as
          amended  (the "Act") to issue  revenue bonds for  and to acquire,
          whether by  construction, purchase,  gift or  lease, one  or more
          projects  consisting of  any  land, interest  in land,  building,
          structure, facility, system, fixture,  improvement, appurtenance,
          machinery, equipment or any  combination thereof, or any interest
          in any one or more of the foregoing, whether or  not presently in
          existence  or  under   construction,  used   by  an   individual,
          partnership,  firm,  company,  corporation  (including  a  public
          utility),  association,  trust,  estate,  political  subdivision,
          state   agency  or   any  other   legal  entity,  or   its  legal
          representative,  agent   or   assigns,  substantially   for   the
          reduction, abatement  or prevention  of pollution  including, but
          not  limited  to,  the  removal of  pollutants,  contaminants  or
          foreign substances from land, air or water, or for the removal or
          treatment of any  substance in a  processed material which  would
          otherwise cause  pollution when  such material is  used, provided
          that any such project  shall be located within  the State of  New
          Mexico and within or  without or partially within or  without the
          City,  but not more than  fifteen miles outside  of the corporate
          limits of  the City (or that, if  there is no municipality within
          fifteen miles of the project, the City is in the  county in which
          the  project is  or  may be  located)  and to  sell  or lease  or
          otherwise dispose of any or all  of such projects upon such terms
          and conditions  as the  governing body  of the City  (hereinafter
          called  the "City Council") may  deem advisable and  as shall not
          conflict with the provisions of the Act; and

               WHEREAS, the  City is authorized and empowered under the Act
          to issue  revenue bonds  to refund  bonds issued  and outstanding
          under the Act; and 

               WHEREAS,  on  August  28,  1973, the  City  Council  adopted
          Resolution Number 709 ("Resolution No. 709") determining to issue
          and,  subject to  certain conditions,  agreeing to  issue revenue
          bonds under the Act to finance the costs to Tucson Electric Power
          Company  formerly known  as  Tucson  Gas  & Electric  Company,  a
          corporation organized and existing under the laws of the State of
          Arizona (the "Company"), of certain facilities for the reduction,
          abatement or prevention of  pollution caused by the  operation of
          the  San Juan  Generating Station,  an electric  power generating
          plant  located   in  San  Juan  County,   New  Mexico,  including
          facilities   for  the  reduction,   abatement  or  prevention  of
          pollution  caused by  the operation  of  Units 1  and  2 of  such
          generating station  (the "Facilities") and  authorizing the Mayor
          of  the  City  to  execute  and  deliver  preliminary  agreements
          relating thereto and, subject to certain conditions, to take such
          steps and actions as required or necessary in order to issue such
          revenue  bonds,   and  a  Preliminary  Agreement  (the  "Original
          Preliminary  Agreement"), in the  form contemplated by Resolution
          No. 709, was executed and delivered  by the City and the Company;
          and

               WHEREAS,  on November  27,  1973, the  City Council  adopted
          Resolution  Number  721  ("Resolution   No.  721")  in  order  to
          authorize consideration  of the adoption of  a proposed ordinance
          in order to,  among other matters, increase  the aggregate amount
          of  revenue bonds authorized to be  issued by the City to finance
          the costs  to the Company  of the  acquisition, construction  and
          installation of the Facilities; and

               WHEREAS,  on  August  13,  1974, the  City  Council  adopted
          Resolution  Number  751  ("Resolution No.  751")  authorizing the
          Mayor  of the City to  execute and deliver  certain amendments to
          the  Original  Preliminary Agreement  in  order  to, among  other
          matter, further  increase the  aggregate amount of  revenue bonds
          authorized  to be issued by the City  to finance the costs to the
          Company of the acquisition,  construction and installation of the
          Facilities; and

               WHEREAS,   a   supplemental   preliminary   agreement   (the
          "Supplemental  Preliminary  Agreement",  and,  together  with the
          Original   Preliminary  Agreement   and   Resolution   No.   721,
          hereinafter   collectively  referred   to  as   the  "Preliminary
          Agreement"), in the form contemplated  by Resolution No. 751, was
          executed  and delivered by the City and the Company on August 13,
          1974; and

               WHEREAS, the City has heretofore issued and sold $55,000,000
          aggregate  principal  amount  of  its  Pollution  Control Revenue
          Bonds,  Series  1973  (Tucson  Gas &  Electric  Company  San Juan
          Project),  of  which $47,910,000  remain  outstanding (the  "1973
          Bonds"),  the proceeds  of which  were to  be used  to  finance a
          portion  of  the  costs  to   the  Company  of  the  acquisition,
          construction and  installation  of the  Facilities  described  in
          Exhibit A of that certain Installment Sale Agreement, dated as of
          December 1,  1973, as  amended and supplemented  pursuant to  the
          terms  thereof  prior  to  the  date  hereof  (the  "Series  1973
          Installment Sale  Agreement"), between  the City, as  Vendor, and
          Public Service Company of New Mexico and the Company, as Vendees;
          and 

               WHEREAS, Public  Service Company of New  Mexico has redeemed
          the pollution  control revenue bonds secured  by revenues derived
          pursuant  to the Series  1973 Installment Sale  Agreement and its
          obligations and  rights pursuant thereto have  been discharged so
          that the Company remains as the sole Vendee pursuant thereto; and

               WHEREAS,  the  City  has  also heretofore  issued  and  sold
          $32,500,000  aggregate  principal  amount of  its  Collateralized
          Pollution  Control Revenue  Bonds,  1977 Series A  (Tucson Gas  &
          Electric Company  San Juan Project), of  which $32,500,000 remain
          outstanding  (the "1977  Bonds")  (the 1973  Bonds  and the  1977
          Bonds, collectively,  the "Prior  Bonds"), the proceeds  of which
          were  to be used to finance a portion of the costs to the Company
          of  the   acquisition,  construction  and  installation   of  the
          Facilities  described in  Exhibit A  of that  certain Installment
          Sale Agreement,  dated as  of  November 1, 1977,  as amended  and
          supplemented pursuant  to the  terms thereof  prior  to the  date
          hereof  (the "Series 1977  Installment Sale  Agreement"), between
          the City, as Vendor, and the Company, as Vendee;  and

               WHEREAS,  the Company  has  requested the  City to  consider
          taking steps,  in  accordance  with  the  Preliminary  Agreement,
          necessary  for the issuance of  revenue bonds under  the Act, the
          proceeds  of which revenue  bonds are  to be  used to  refund and
          redeem the Prior Bonds; and

               WHEREAS,  the City  is adopting  a resolution  approving and
          authorizing  the execution and delivery by the Mayor and the City
          Clerk of the City, on behalf of the City, of that certain Amended
          and Restated  Installment Sale  Agreement, dated as  of April  1,
          1997 (hereinafter called the "Sale Agreement"), between the City,
          as Vendor, and the  Company as Vendee, which amends  and restates
          in their entirety the Series 1973 Installment Sale Agreement, and
          the Series  1977 Installment  Sale Agreement (each,  an "Original
          Sale Agreement", and hereinafter  collectively referred to as the
          "Original Sale Agreements"); and

               WHEREAS,  the Sale Agreement restates the  prior sale by the
          Company  of its undivided interest in the Facilities described in
          Exhibit A to each of the Original Sale Agreements to the City and
          the  prior  sale  back  by  the  City  of  its  interest  in  the
          Facilities, and sets forth  the undertaking by the City  to issue
          and sell its issue of revenue bonds designated "Pollution Control
          Revenue Bonds,  1997 Series A (Tucson Electric  Power Company San
          Juan  Project)  (hereinafter called  the  "Bonds"),  if and  when
          authorized by the City  pursuant to this Ordinance,  the proceeds
          of the Bonds (except for accrued  interest, if any) to be used to
          refund and redeem the Prior Bonds; and 

               WHEREAS, pursuant to  the Sale Agreement referred  to in the
          preceding clause,  the  Company will  release the  City and  will
          agree that  the City shall not  be liable for, and  will agree to
          indemnify and hold the City harmless from, certain matters; and

               WHEREAS, certain findings and determinations relating to the
          Sale  Agreement and the Facilities have  heretofore been made and
          are set forth in this Ordinance; and

               WHEREAS,  this  Ordinance shall  serve  as  an indenture  of
          trust.

               NOW, THEREFORE,

               BE  IT ORDAINED  BY  THE  GOVERNING  BODY  OF  THE  CITY  OF
          FARMINGTON, NEW  MEXICO that the  City, in  consideration of  the
          covenants  herein contained and of the purchase and acceptance of
          the Bonds  by  the Owners  thereof, and  in order  to secure  the
          payment  of  all  Bonds  at   any  time  outstanding  under  this
          Ordinance,  according   to  their  tenor  and   effect,  and  the
          performance and observance of all the covenants and conditions in
          the  Bonds and  herein contained,  and to  declare the  terms and
          conditions upon and  subject to  which the Bonds  are issued  and
          secured,  does  grant,  pledge  and  assign to  the  Trustee  (as
          hereinafter defined), and to  its successors and assigns forever,
          upon written  acceptance of  this Ordinance by  the Trustee,  the
          Trust  Estate   (as  hereinafter  defined)  for   the  equal  and
          proportionate benefit, security and protection of all holders and
          owners  of the Bonds issued  under and secured  by this Ordinance
          without privilege,  priority or  distinction  as to  the lien  or
          otherwise of  any of the Bonds  over any other of  the Bonds, all
          upon the terms stated in this Ordinance.


                                      ARTICLE I

                 DEFINITIONS; FINDINGS, DECLARATIONS, DETERMINATIONS,
                             APPROVALS AND AUTHORIZATIONS

               Section 1.01.  Definitions.    The  terms  defined  in  this
          Article I shall,  for all  purposes of this  Ordinance, have  the
          meanings herein specified,  unless the  context clearly  requires
          otherwise:

          Act:

               "Act"  shall mean  the Pollution  Control Revenue  Bond Act,
          Chapter 397,  Laws of  1973  of the  State  of New  Mexico,  31st
          Legislature, 1st Session, as amended by Chapter 312, Laws of 1977
          of the State  of New  Mexico, 33rd Legislature,  1st Session,  by
          Chapter 181,  Laws  of 1978  of  the State  of New  Mexico,  33rd
          Legislature, 2nd Session, and by Chapter 114, Laws of 1983 of the
          State  of New Mexico, 36th Legislature, 1st Session, and all acts
          supplemental thereto or amendatory thereof.

          Administration Expenses:

               "Administration Expenses" shall mean the reasonable expenses
          incurred by the  City with  respect to the  Sale Agreement,  this
          Ordinance and any  transaction or event contemplated  by the Sale
          Agreement or  this  Ordinance,  including  the  compensation  and
          reimbursement of expenses and advances payable to the Trustee, to
          the Paying Agent, any Co-Paying Agent and the Registrar.

          Authorized Company Representative:

               "Authorized Company Representative"  shall mean each  person
          at the time designated to act on behalf of the Company by written
          certificate furnished to the City  and the Trustee containing the
          specimen signature of  such person  and signed on  behalf of  the
          Company by  its President, any  Vice President or  its Treasurer,
          together with its Secretary or any Assistant Secretary.

          Bond Counsel:

               "Bond Counsel" shall  mean any firm  or firms of  nationally
          recognized bond counsel experienced  in matters pertaining to the
          validity  of, and  exclusion from  gross income  for federal  tax
          purposes  of  interest on  bonds issued  by states  and political
          subdivisions, selected by the Company and acceptable to the City.

          Bond Fund:

          "Bond Fund" shall mean the fund created by Section 4.01 hereof.

          Bonds:

               "Bond"  or  "Bonds" shall  mean the  bonds authorized  to be
          issued under this Ordinance.

          City:

               "City" shall mean the  City of Farmington, in the  County of
          San  Juan,  an  incorporated  municipality, a  body  politic  and
          corporate, existing  under the Constitution and laws of the State
          of New Mexico, and its successors and their assigns.

          City Council:

               "City  Council" shall mean the  City Council of  the City or
          the  board or other body  in which general  legislative powers of
          the City subsequently may be vested.

          Code:

               "Code" shall mean the  Internal Revenue Code of 1986  or any
          successor  statute thereto.  Each  reference to a  section of the
          Code herein shall be deemed to include the United States Treasury
          Regulations proposed  or in  effect thereunder and  applicable to
          the  Bonds or  the use  of proceeds  thereof, unless  the context
          clearly requires  otherwise.   References to any  particular Code
          section shall, in the event of a successor Code, be  deemed to be
          a reference to the successor to such Code section.

          Company:

               "Company"  shall  mean  Tucson  Electric  Power  Company,  a
          corporation organized and existing under the laws of the State of
          Arizona,  its successors  and their  assigns, including,  without
          limitation, any successor obligor under  Section 6.01 or 7.02  of
          the  Sale  Agreement to  the  extent of  the  obligations assumed
          thereunder.

          Depositary:

               "Depositary" shall mean The  Depository Trust Company or any
          successor thereto as a securities repository for the Bonds.

          Facilities:

               "Facilities" shall  mean the systems and  facilities for the
          reduction,  abatement or  prevention of  pollution caused  by the
          operation of  the Plant which  are described in Exhibit  A to the
          Sale Agreement, as  from time  to time amended  or modified,  and
          related improvements.

          Government Obligations:

               "Government Obligations" shall mean:

                    (a) direct obligations of, or obligations the principal
               of and interest on  which are unconditionally guaranteed by,
               the  United States of America entitled to the benefit of the
               full faith and credit thereof; and

                    (b)   certificates,   depositary   receipts  or   other
               instruments which  evidence a  direct ownership  interest in
               obligations described in clause (a) above or in any specific
               interest  or  principal  payments due  in  respect  thereof;
               provided, however, that the custodian of such obligations or
               specific interest or principal  payments shall be a  bank or
               trust company organized under the laws of the  United States
               of America  or of any state  or territory thereof or  of the
               District of Columbia, with  a combined capital stock surplus
               and undivided profits of at least $50,000,000; and provided,
               further,  that except as  may be otherwise  required by law,
               such custodian shall be  obligated to pay to the  holders of
               such certificates, depositary  receipts or other instruments
               the full  amount received  by such  custodian in  respect of
               such  obligations  or specific  payments  and  shall not  be
               permitted to make any deduction therefrom.

          Investment Securities:

               "Investment  Securities" shall  mean  any  of the  following
          obligations or securities on which neither the Company nor any of
          its subsidiaries is the obligor but only to the extent investment
          in said obligations or securities is permitted by applicable law:
          (a) Government Obligations; (b) interest bearing deposit accounts
          (which  may  be  represented   by  certificates  of  deposit)  in
          national, state or  foreign banks having  a combined capital  and
          surplus of  not less  than $10,000,000; (c)  bankers' acceptances
          drawn on  and  accepted by  commercial  banks having  a  combined
          capital  and surplus of not less than $10,000,000; (d) (i) direct
          obligations of, (ii) obligations the principal of and interest on
          which  are unconditionally  guaranteed  by, and  (iii) any  other
          obligations the interest on  which is exempt from  federal income
          taxation  issued by, any state  of the United  States of America,
          the District of Columbia  or the Commonwealth of Puerto  Rico, or
          any   political   subdivision,   agency,   authority   or   other
          instrumentality  of any of the foregoing, which, in any case, are
          rated  by a  nationally recognized  rating agency  in any  of its
          three highest rating categories; (e) obligations of any agency or
          instrumentality of  the United States of  America; (f) commercial
          or  finance  company  paper  which   is  rated  by  a  nationally
          recognized  rating  agency in  any  of its  three  highest rating
          categories; (g) corporate debt securities issued by  corporations
          having debt  securities rated  by a nationally  recognized rating
          agency  in  any of  its  three  highest  rating  categories;  (h)
          repurchase  agreements  with  banking or  financial  institutions
          having  a  combined  capital  and   surplus  of  not  less   than
          $10,000,000 with  respect to any of the  foregoing obligations or
          securities;  (i) shares  or  interests  in registered  investment
          companies whose assets consist of obligations or securities which
          are described in  any other clause of this sentence;  and (j) any
          other obligations which may lawfully be purchased by the Trustee.
          The commercial  banks and banking institutions  referred to above
          may  include  the  entities  acting  as  Trustee,  Paying  Agent,
          Co-Paying  Agent or  Registrar hereunder  if such  entities shall
          otherwise satisfy the requirements set forth above.

          1954 Code:

               "1954 Code" shall mean the Internal Revenue Code of 1954, as
          amended.

          1977 Bonds:

               "1977 Bonds" shall mean  the $32,500,000 aggregate principal
          amount of  the City's  Collateralized  Pollution Control  Revenue
          Bonds,  1977 Series  A (Tucson  Gas &  Electric Company  San Juan
          Project), all of which remain outstanding.

          1973 Bonds:

               "1973 Bonds" shall mean  the $55,000,000 aggregate principal
          amount of the City's Pollution Control Revenue Bonds, Series 1973
          (Tucson  Gas &  Electric  Company  San  Juan Project),  of  which
          $47,910,000 in principal amount remains outstanding.

          Notice by Mail:

               "Notice  by Mail" or "notice" of any action or condition "by
          Mail" shall  mean a  written notice  meeting the requirements  of
          this  Ordinance  mailed by  first-class  mail  to the  Owners  of
          specified  registered  Bonds  at   the  addresses  shown  in  the
          registration books  maintained pursuant  to Section  2.08 hereof;
          provided, however, that if, because of the temporary or permanent
          suspension  of delivery  of  first-class mail  or  for any  other
          reason,  it is impossible or impracticable to give such notice by
          first-class mail,  then such giving  of notice  in lieu  thereof,
          which may include publication, as shall be made with the approval
          of the Trustee (or, if  there be no trustee hereunder, the  City)
          shall constitute a sufficient giving of such notice.

          Notice by Publication:

               "Notice  by  Publication"  or  "notice"  of  any  action  or
          condition  "by Publication"  shall mean  publication of  a notice
          meeting  the requirements  of  this Ordinance  in a  newspaper or
          financial journal of general circulation in The City of New York,
          New York, which carries financial news, is printed in the English
          language  and  is customarily  published  on  each business  day;
          provided,  however,  that  any successive  weekly  publication of
          notice required hereunder may be made, unless otherwise expressly
          provided herein, on the same or different days of the week and in
          the  same  or different  newspapers  or  financial journals;  and
          provided, further, that if, because of the temporary or permanent
          suspension  of  the publication  or  general  circulation of  any
          newspaper or financial  journal or  for any other  reason, it  is
          impossible or impracticable  to publish such notice in the manner
          herein described, then such publication  in lieu thereof as shall
          be made  with the approval  of the  Trustee (or, if  there be  no
          trustee  hereunder,  the  City)  shall  constitute  a  sufficient
          publication of such notice.

          Ordinance:

               "Ordinance"  shall  mean  this  Ordinance  of  the  City  as
          modified,  altered,  amended  or  supplemented  by  any  and  all
          ordinances  and  resolutions  supplemental hereto  or  amendatory
          hereof adopted by  the City  Council and effective  prior to  the
          initial issuance of the Bonds and all Supplemental Ordinances and
          related  resolutions  adopted  thereafter  by  the  City  Council
          pursuant hereto.

          Original Sale Agreements:

               "Original  Sale  Agreements"  shall  mean  the  Series  1973
          Installment Sale  Agreement and the Series  1977 Installment Sale
          Agreement.

          Outstanding:

               "Outstanding", when  used in  reference to the  Bonds, shall
          mean,  as  at any  particular date,  the  aggregate of  all Bonds
          authenticated and delivered under this Ordinance except:

                    (a) those canceled by  the Trustee at or prior  to such
               date or delivered  to or acquired by the Trustee at or prior
               to such date for cancellation;

                    (b) those  deemed to be paid in accordance with Article
               VIII hereof; and

                    (c) those in lieu of or in exchange or substitution for
               which  other   Bonds  shall  have  been   authenticated  and
               delivered   pursuant   to  this   Ordinance,   unless  proof
               satisfactory  to the  Trustee and  the Company  is presented
               that  such Bonds  are  held by  a  bona fide  holder  in due
               course.

          Owner:

               "Owner"  shall mean  the person  in whose  name any  Bond is
          registered  upon the  registration books  maintained pursuant  to
          Section 2.08 hereof.  The Company may be an Owner.

          Paying Agent; Co-Paying Agent; Principal Office thereof:

               "Paying Agent"  and "Co-Paying Agent" shall  mean the paying
          agent  and  any  co-paying  agent appointed  in  accordance  with
          Section  10.21 hereof.  "Principal Office" of the Paying Agent or
          any  Co-Paying Agent shall mean the  office thereof designated in
          writing to the Trustee.

          Plant:

               "Plant"  shall  mean  Units  1  and  2  and  related  common
          facilities of  the San Juan Generating Station, an electric power
          generating plant located northwest of and within fifteen miles of
          the corporate limits of  the City in San Juan  County, New Mexico
          and  not within the corporate limits of any municipality, and any
          additions or improvements thereto or replacements thereof.

          Plant Agreements:

                    "Plant Agreements" shall mean all contracts relating to
          the ownership, construction and operation of the Plant, including
          the Facilities, as from time to time amended or supplemented.

          Prior Bonds:

               "Prior  Bonds" shall mean the 1973 Bonds and the 1977 Bonds,
          collectively.

          Purchase Price Payments:

               "Purchase Price  Payments" shall mean the  payments required
          to be  made by the Company  pursuant to Section 5.02 of  the Sale
          Agreement.

          Rebate Fund:

               "Rebate  Fund" shall mean  the fund created  by Section 7.08
          hereof.

          Receipts and Revenues of the City from the Sale Agreement:

               "Receipts and Revenues of the City from the  Sale Agreement"
          shall mean  all moneys  paid or  payable to  the Trustee  for the
          account  of the City  by the Company  in respect  of the Purchase
          Price Payments and all  receipts of the Trustee which,  under the
          provisions of this Ordinance, reduce the amount of such payments.

          Record Date:

               "Record  Date"  shall  mean the  close  of  business on  the
          fifteenth (15th) day of  the calendar month immediately preceding
          each regularly scheduled interest payment date.

          Registrar; Principal Office thereof:

               "Registrar" shall mean the registrar appointed in accordance
          with Section 10.23 hereof.   "Principal Office" of the  Registrar
          shall  mean  the office  thereof  designated  in writing  to  the
          Trustee.

          Sale Agreement:

               "Sale  Agreement"  shall  mean  the  Amended   and  Restated
          Installment Sale Agreement, dated as  of April 1, 1997,  amending
          and restating the Original Sale Agreements, between the City,  as
          Vendor and the Company, as Vendee, and any and all modifications,
          alterations, amendments and supplements thereto.

          Series 1973 Installment Sale Agreement:

               "Series  1973 Installment  Sale  Agreement"  shall mean  the
          Installment Sale Agreement, dated as of December 1, 1973, between
          the City, as  Vendor, and  Public Service Company  of New  Mexico
          (which  has now  been discharged therefrom)  and the  Company, as
          Vendees,  as  amended  and  supplemented pursuant  to  the  terms
          thereof prior to the date hereof.

          Series 1977 Installment Sale Agreement:

               "Series  1977 Installment  Sale  Agreement"  shall mean  the
          Installment Sale Agreement, dated as of November 1, 1977, between
          the City, as Vendor,  and the Company, as Vendee, as  amended and
          supplemented pursuant  to the  terms  thereof prior  to the  date
          hereof.

          State:

               "State" shall mean the State of New Mexico.

          Supplemental Ordinance:

               "Supplemental  Ordinance"  shall   mean  any  ordinance   or
          resolution adopted  by the City Council  and effective subsequent
          to  the  initial  issuance  of  the  Bonds  modifying,  altering,
          amending,  supplementing  or  confirming this  Ordinance  for any
          purpose,   in  accordance   with  the   terms  hereof,   as  such
          Supplemental  Ordinance  may  be modified,  altered,  amended  or
          supplemented by  any and  all ordinances  and resolutions of  the
          City Council adopted pursuant hereto.

          Supplemental Sale Agreement:

               "Supplemental  Sale  Agreement"  shall  mean  any  agreement
          between the City and the Company modifying, altering, amending or
          supplementing the  Sale Agreement,  in accordance with  the terms
          thereof and hereof.

          Tax Agreement:

               "Tax   Agreement"  shall  mean   that  tax  certificate  and
          agreement,  dated  the date  of  the  initial authentication  and
          delivery of the Bonds, between the City and the Company, relating
          to the  requirements of the Code  and the 1954 Code,  and any and
          all  modifications,  alterations,   amendments  and   supplements
          thereto.

          Trust Estate:

               "Trust Estate" shall mean at any particular time all  right,
          title and  interest  of the  City in  and to  the Sale  Agreement
          (except  its rights  under  Sections 5.04,  5.05,  6.03 and  8.05
          thereof  and  any  rights   of  the  City  to   receive  notices,
          certificates,  requests,  requisitions  and other  communications
          thereunder),  including  without  limitation,  the  Receipts  and
          Revenues of the City  from the Sale Agreement, the Bond  Fund and
          all moneys and Investment Securities from time to time on deposit
          therein (excluding, however, any  moneys or Investment Securities
          held   in  the  Rebate  Fund),  any  and  all  other  moneys  and
          obligations (other than Bonds)  which at such time are  deposited
          or are required to be deposited with, or are held or are required
          to be held by or on behalf  of, the Trustee, the Paying Agent  or
          any Co-Paying Agent in trust under any of the provisions  of this
          Ordinance and  all other  rights, titles and  interests which  at
          such  time are subject to  the lien of  this Ordinance; provided,
          however, that  in no event shall  there be included in  the Trust
          Estate  (a) moneys or obligations  deposited with or  held by the
          Trustee in the Rebate Fund pursuant to Section 7.08 hereof or (b)
          moneys or obligations deposited  with or paid to the  Trustee for
          the redemption or payment  of Bonds which are deemed to have been
          paid  in  accordance  with Article  VIII  hereof  or moneys  held
          pursuant to Section 4.06 hereof.

          Trustee; Principal Office thereof:

               "Trustee" shall mean the bank or trust  company appointed as
          trustee in a resolution  of the City Council of the  City adopted
          prior to the first issuance of the Bonds, its successors in trust
          and  their assigns.  "Principal Office" of the Trustee shall mean
          the principal corporate trust office of the Trustee, which office
          at  the  date of  acceptance by  the  Trustee of  the  duties and
          obligations imposed on  the Trustee by this Ordinance  is located
          at the address specified in such resolution.

               Section 1.02.  Findings,    Declarations,    Determinations,
          Approvals and Authorizations.  It is hereby found and  determined
          that:

               (1)       The City is authorized and empowered under the Act
          to issue and sell  the Bonds authorized under this  Ordinance and
          to enter  into the Sale Agreement  and the same  will further the
          intent of the Act.

               (2)       The Facilities are located  within 15 miles of the
          corporate  limits of the City and not within the corporate limits
          of any municipality.

               (3)       The  amount  necessary in  each  year  to pay  the
          principal of and premium, if any, and interest (excluding accrued
          interest and purchase premium, if any, to be paid  by the initial
          purchasers of the Bonds) on the Bonds is equal to  the portion of
          the purchase price of the Facilities refinanced with the proceeds
          of the Bonds in each such year required to be paid by the Company
          to the Trustee  by Section 5.02 of the Sale Agreement.   The City
          Council  shall determine  and set  forth in a  resolution adopted
          prior to the first issuance of Bonds the amount necessary  to pay
          in each year the principal of and interest on the Bonds.

               (4)       It is not advisable  or necessary to establish any
          reserve  fund in connection with  the retirement of  the Bonds or
          the  maintenance of the Facilities  and no reserve  fund has been
          established  for the Bonds.  The Sale Agreement provides that, as
          purchaser  of an  undivided interest in  the Facilities  from the
          City,  the Company  shall  exercise all  of  its rights,  powers,
          elections and  options under  the Plant  Agreements to  cause the
          Facilities to be maintained in  good repair and to keep or  cause
          to  be kept the Facilities  properly insured, and  under the Sale
          Agreement the Company is obligated to make payments that shall be
          at least sufficient to pay before  the same shall become due,  as
          set forth in subsection (3) above,  the principal of and premium,
          if any, and interest on the Bonds.

               (5)       The  City shall  not operate  the Facilities  as a
          business  or in  any  manner except  as  seller of  an  undivided
          interest therein under the Sale Agreement.

               (6)       The Bonds shall not  be the general obligations of
          the City within the  meaning of Article 9, Sections 12 and  13 of
          the  Constitution of  New Mexico,  shall be  payable by  the City
          solely from the Receipts and Revenues  of the City from the  Sale
          Agreement, and  the Bonds shall never  constitute an indebtedness
          of  the City  within  the  meaning  of any  State  constitutional
          provision or statutory limitation,  and shall never constitute or
          give rise  to any  pecuniary liability of  the City  or a  charge
          against  its general credit or taxing powers, and such fact shall
          be plainly stated on the face of each such Bond.

               (7)       In connection with the authorization, issuance and
          sale  of the Bonds pursuant to this Ordinance, it is advantageous
          that  the sale thereof be  private rather than  public within the
          meaning of the Act.

               (8)       The Mayor and the City Clerk are, and each of them
          is,  authorized  and  directed  to  cause this  Ordinance  to  be
          published one time by title and a general summary of the  subject
          matter contained herein in the manner provided by Section 3-17-5,
          New  Mexico Statutes  Annotated 1978.   This  Ordinance  shall be
          effective five days after it has been so published.

               (9)       The  authority previously granted by resolution on
          February 25, 1997  to the Mayor and the City  Clerk to cause this
          Ordinance in proposed form  to be published by title  and subject
          matter  in  the manner  provided  by  Section 3-17-3, New  Mexico
          Statutes Annotated 1978, is hereby confirmed and such publication
          is hereby adopted, ratified and confirmed.

               (10) The  Trustee,  Paying  Agent  and  Registrar  shall  be
          designated by a resolution  of the City Council adopted  prior to
          the first issuance of Bonds under this Ordinance.

               (11) The Mayor, the City Clerk and the City Treasurer or the
          Deputy City Treasurer are authorized to take all action necessary
          or appropriate  to effectuate  the provisions of  this Ordinance,
          including  without  limiting  the  generality  of the  foregoing,
          preparation  of  the  Bonds,  the execution,  delivery,  and,  if
          required  or   desirable,  the  filing  and   recording  of  such
          documents, instruments, financing statements and  certificates as
          are  required by this Ordinance and as may reasonably be required
          by the purchasers of  the Bonds, including, without limiting  the
          generality of the foregoing, certificates relating to the signing
          of the Bonds, the tenure and identity of the municipal officials,
          the  delivery of  the  Bonds and  payment  therefor, and,  if  in
          accordance  with the facts, the absence of litigation, pending or
          threatened, affecting the  validity of the Bonds, and the absence
          and existence of  factors affecting the exemption  of interest on
          the  Bonds from federal income  taxation, and, upon  or after the
          effective date  of this  Ordinance,  to execute  and deliver  the
          Bonds in accordance with this Ordinance and to do and cause to be
          done any and all acts and things necessary or proper for carrying
          out  the transactions  contemplated  by this  Ordinance, and  all
          actions taken pursuant to such authorization are hereby ratified,
          approved and confirmed.


                                      ARTICLE II

                                      THE BONDS

               Section 2.01.  Creation   of   Bonds.     There   is  hereby
          authorized  and created under this Ordinance,  for the purpose of
          providing  moneys to refund, pay  and redeem the  Prior Bonds, an
          issue of Bonds,  entitled to the benefit, protection and security
          of this  Ordinance, in the  aggregate principal amount  of Eighty
          Million Four Hundred Ten Thousand Dollars ($80,410,000).  Each of
          the Bonds shall be  designated by the title "City  of Farmington,
          New Mexico Pollution Control  Revenue Bond, 1997 Series A (Tucson
          Electric  Power Company  San  Juan Project)".    The Bonds  shall
          mature in such amounts on such date or dates not exceeding thirty
          years from  the date of  the Bonds, and  shall bear such  rate or
          rates  of  interest from  their  date,  payable semi-annually  on
          October 1 and April 1 of each year, commencing on October 1, 1997
          until  payment of the principal  thereof shall have  been made or
          duly provided  for  in accordance  with  the provisions  of  this
          Ordinance, all as shall be set forth in a resolution  of the City
          Council  adopted prior  to  the initial  issuance  of the  Bonds,
          provided  that such interest rate  or rates shall  not exceed the
          maximum  interest  rate  of  10%  per annum.    Unless  otherwise
          provided  in such resolution of the City Council adopted prior to
          the  issuance  of  the Bonds,  interest  on  the  Bonds shall  be
          calculated  on the basis of  a 360-day year  consisting of twelve
          30-day months.

               Section 2.02.  Form of Bonds.  Bonds shall be  authenticated
          and delivered hereunder solely  as fully registered bonds without
          coupons  in  the denomination  of  $5,000  or integral  multiples
          thereof.  Bonds shall  be numbered as determined by  the Trustee.
          Bonds  authenticated prior  to  the first  interest payment  date
          shall be dated  April 1, 1997  or such other  date as may  be set
          forth in a  resolution of the City  Council adopted prior to  the
          initial  issuance  of  the  Bonds.   Bonds  authenticated  on  or
          subsequent  to the first  interest payment date  thereon shall be
          dated  the interest  payment  date  next  preceding the  date  of
          authentication thereof, unless such date  of authentication shall
          be an  interest payment date to  which interest on the  Bonds has
          been paid in full or duly provided for, in which  case they shall
          be dated such date of authentication; provided, however, that if,
          as shown  by the records  of the Trustee,  interest on the  Bonds
          shall  be  in   default,  Bonds  issued  in  exchange  for  Bonds
          surrendered for transfer or  exchange shall be dated the  date to
          which interest has been paid in full on the Bonds surrendered.

               Principal  of and premium, if any, on Bonds shall be payable
          to  the Owners of such  Bonds upon presentation  and surrender of
          such Bonds at  the Principal  Office of the  Paying Agent or  any
          Co-Paying Agent.   Interest on the  Bonds shall be paid  by check
          drawn  upon the Paying  Agent and  mailed to  the Owners  of such
          Bonds as of the close of business on the Record Date with respect
          to each interest payment date at the registered addresses of such
          Owners as they  shall appear as of the close  of business on such
          Record  Date on  the  registration books  maintained pursuant  to
          Section 2.08 hereof notwithstanding  the cancellation of any such
          Bond upon  any exchange or registration of transfer subsequent to
          such  Record Date, except  that if and  to the extent  that there
          should be a default on the payment of interest on  any Bond, such
          defaulted interest shall be paid to the Owners in whose name such
          Bond   (or  any  Bond  or  Bonds  issued  upon  any  exchange  or
          registration  of transfer thereof) is  registered as of the close
          of business on a date selected by the Trustee in  its discretion,
          but not more than 15 days or less than 10 days  prior to the date
          of  payment  of  such  defaulted  interest;  notwithstanding  the
          foregoing, upon  request to the Paying  Agent by an Owner  of not
          less  than $1,000,000  in  aggregate principal  amount of  Bonds,
          interest on such Bonds  and, after presentation and  surrender of
          such Bonds, the principal thereof shall be paid to such Owner  by
          wire transfer  to the  account maintained within  the continental
          United States specified by such Owner or, if such Owner maintains
          an account with  the entity  acting as Paying  Agent, by  deposit
          into  such account.   Payment as aforesaid shall  be made in such
          coin or  currency of  the  United States  of America  as, at  the
          respective  times  of  payment, shall  be  legal  tender  for the
          payment of public and private debts.

               The  Bonds and the form for registration of transfer and the
          form  of certificate of authentication to be printed on the Bonds
          are  to  be  in substantially  the  forms  thereof  set forth  in
          Exhibits  A, B  and  C hereto,  respectively,  with necessary  or
          appropriate variations, omissions and  insertions as permitted or
          required by this Ordinance.

               Section 2.03.  Execution of  Bonds.    The  Bonds  shall  be
          executed  on behalf  of the  City by its  Mayor and  Treasurer or
          Deputy  City  Treasurer  and  shall have  affixed,  impressed  or
          reproduced  thereon the corporate seal of the City which shall be
          attested  by the  City Clerk.   Each  of the  foregoing officers,
          after filing  with the Secretary  of State  of the  State of  New
          Mexico the manual signature of such officer certified under oath,
          may  execute or  cause to be  executed or  attest or  cause to be
          attested  with a  facsimile  signature  in  lieu  of  his  manual
          signature the Bonds.

               In  case  any  officer of  the  City  whose  signature or  a
          facsimile  of whose  signature shall  appear  on the  Bonds shall
          cease to be such officer before the authentication by the Trustee
          and  delivery of  such Bonds,  such signature  or such  facsimile
          shall nevertheless be valid and sufficient for  all purposes, the
          same  as if such officer  had remained in  office until delivery;
          and any Bond may be signed on behalf of  the City by such persons
          as, at  the time of execution  of such Bond, shall  be the proper
          officers of the City, even though at  the date of such Bond or of
          the  execution and delivery of this Ordinance any such person was
          not such officer.

               Section 2.04.  Authentication of Bonds.   Only such Bonds as
          shall  have  endorsed  thereon  a  certificate  of authentication
          substantially  in the  form set  forth in  Exhibit C  hereto duly
          executed by the Trustee shall be entitled to any right or benefit
          under this Ordinance.   No Bond shall be  valid or obligatory for
          any purpose  unless and until such  certificate of authentication
          shall have been duly  executed by the Trustee, and  such executed
          certificate  of authentication of the Trustee upon any such Bonds
          shall   be  conclusive   evidence   that  such   Bond  has   been
          authenticated and delivered under  this Ordinance.  The Trustee's
          certificate of authentication on any Bond shall be deemed to have
          been executed by it if signed with an authorized signature of the
          Trustee, but it shall not be  necessary that the same person sign
          the  certificate of  authentication on  all of  the Bonds  issued
          hereunder.  This  Section 2.04 is  subject to  the provisions  of
          Section 10.17 hereof.

               Section 2.05.  Bonds Not General Obligations.  The Bonds and
          the  premium, if  any,  and the  interest  thereon shall  not  be
          general  obligations  or  indebtedness  of the  City  within  the
          meaning of  Article 9, Sections 12 and 13 of  the Constitution of
          the  State of New Mexico, but shall be limited obligations of the
          City  payable solely from the  Receipts and Revenues  of the City
          from the Sale  Agreement and  the other  moneys pledged  therefor
          under this Ordinance.   The Bonds  and the  premium, if any,  and
          interest thereon  shall never  constitute an indebtedness  of the
          City within the  meaning of any state constitutional provision or
          statutory limitation, and shall never constitute nor give rise to
          a pecuniary liability of the City or a charge against its general
          credit or taxing powers, and such fact shall be plainly stated on
          the face of each Bond.

               Section 2.06.  Prerequisites  to  Authentication  of  Bonds.
          The City shall execute and deliver to the Trustee and the Trustee
          shall  authenticate  the Bonds  and  deliver  said  Bonds to  the
          initial purchasers thereof as may be directed hereinafter in this
          Section 2.06.

               Prior to the delivery on original issuance by the Trustee of
          any  authenticated Bonds there shall be or have been delivered to
          the Trustee:

                    (a) a duly certified copy of the Ordinance;

                    (b)  an original  duly executed  counterpart or  a duly
               certified copy of the Sale Agreement;

                    (c)  a  request and  authorization  to  the Trustee  on
               behalf of the City, signed by its Mayor, to authenticate and
               deliver  the   Bonds  in  the  aggregate   principal  amount
               determined by this Ordinance  to the purchaser or purchasers
               therein identified upon payment to the Trustee, but  for the
               account of the City, of a sum specified in such  request and
               authorization plus any accrued interest on such Bonds to the
               date  of   delivery,  in  the  aggregate   principal  amount
               determined by this Ordinance; and

                    (d)  a  written statement  on  behalf  of the  Company,
               executed  by  the  President,  any  Vice  President  or  the
               Treasurer, (i)  approving the  issuance and delivery  of the
               Bonds and  (ii) consenting to  each and  every provision  of
               this Ordinance.

               Section 2.07.  Lost or Destroyed Bonds  or Bonds Canceled in
          Error.   If any Bond, whether in temporary or definitive form, is
          lost  (whether  by  reason  of  theft  or  otherwise),  destroyed
          (whether  by   mutilation,  damage,  in  whole  or  in  part,  or
          otherwise) or canceled  in error,  the City may  execute and  the
          Trustee may authenticate a new Bond of like date and denomination
          and bearing a number not contemporaneously outstanding;  provided
          that (a) in the case  of any mutilated Bond, such  mutilated Bond
          shall first be surrendered to the Trustee and (b) in  the case of
          any lost  Bond or Bond destroyed  in whole, there shall  be first
          furnished  to the City, the  Trustee and the  Company evidence of
          such loss or  destruction.  In  every case, the  applicant for  a
          substitute  Bond shall  furnish  the City,  the  Trustee and  the
          Company such security or indemnity as  may be required by any  of
          them.  In the event any lost or destroyed Bond or a Bond canceled
          in error  shall have matured or  is about to mature,  or has been
          called for redemption,  instead of issuing a substitute  Bond the
          Trustee may, in  its discretion, pay  the same without  surrender
          thereof  if there  shall  be first  furnished  to the  City,  the
          Trustee  and the Company  evidence of  such loss,  destruction or
          cancellation,  together with  indemnity,  satisfactory  to  them.
          Upon  the issuance  of  any substitute  Bond,  the City  and  the
          Trustee may require the payment of a sum sufficient to  cover any
          tax  or other governmental charge that may be imposed in relation
          thereto.  The Trustee may charge  the Owner of any such Bond with
          the Trustee's reasonable fees and expenses in connection with any
          transaction described in this Section 2.07.

               Every substitute  Bond issued pursuant to  the provisions of
          this Section  2.07 by virtue of  the fact that any  Bond is lost,
          destroyed  or canceled  in error  shall constitute  an additional
          contractual  obligation of the City,  whether or not  the Bond so
          lost, destroyed or canceled shall be at any time enforceable, and
          shall be entitled to  all the benefits of this  Ordinance equally
          and  proportionately with  any and  all  other Bonds  duly issued
          hereunder.  All  Bonds shall be held  and owned upon  the express
          condition that,  to the  extent permitted  by law,  the foregoing
          provisions  are  exclusive with  respect  to  the replacement  or
          payment  of   lost,  destroyed  or  improperly   canceled  Bonds,
          notwithstanding  any law  or  statute now  existing or  hereafter
          enacted.

               Section 2.08.  Transfer, Registration and Exchange of Bonds.
          The Registrar shall  maintain and keep, at its  Principal Office,
          books for the registration and registration of transfer of Bonds,
          which, at all reasonable  times, shall be open for  inspection by
          the City, the Trustee and the Company; and, upon presentation for
          such purpose of any Bond entitled to registration or registration
          of  transfer at  the  Principal  Office  of  the  Registrar,  the
          Registrar shall register or register  the transfer in such books,
          under such reasonable regulations as the Registrar may prescribe.
          The  Registrar shall make all necessary  provisions to permit the
          exchange  or registration of  transfer of Bonds  at its Principal
          Office.

               The  transfer  of  any  Bond shall  be  registered  upon the
          registration books of the Registrar at the written request of the
          Owner thereof  or his attorney  duly authorized in  writing, upon
          surrender  thereof  at the  Principal  Office  of the  Registrar,
          together with  a written  instrument of transfer  satisfactory to
          the Registrar duly executed  by the Owner or his  duly authorized
          attorney.   Upon the registration of transfer of any such Bond or
          Bonds, the City  shall issue  in the name  of the transferee,  in
          authorized  denominations,  a  new  Bond or  Bonds  in  the  same
          aggregate principal amount as the surrendered Bond or Bonds.

               The City, the Trustee, the Paying Agent, any Co-Paying Agent
          and the Registrar may deem and treat the Owner of any Bond as the
          absolute owner of such  Bond, whether such Bond shall  be overdue
          or not, for  the purpose of receiving  payment of, or on  account
          of, the principal of and premium, if any, and, except as provided
          in Section 2.02  hereof, interest on such Bond  and for all other
          purposes, and  neither the City,  the Trustee, the  Paying Agent,
          any  Co-Paying Agent nor the  Registrar shall be  affected by any
          notice to  the contrary.  All  such payments so made  to any such
          Owner or upon his order  shall be valid and effective to  satisfy
          and discharge  the liability upon such Bond  to the extent of the
          sum or sums so paid.

               Bonds, upon surrender thereof at the Principal Office of the
          Registrar may, at the  option of the Owner thereof,  be exchanged
          for  an  equal  aggregate  principal   amount  of  Bonds  of  any
          authorized denomination.

               In all cases in  which the privilege of exchanging  Bonds or
          registering the  transfer of Bonds  is exercised, the  City shall
          execute and the Trustee  shall authenticate and deliver  Bonds in
          accordance with the provisions of this Ordinance.  For every such
          exchange or registration of  transfer of Bonds, whether temporary
          or definitive, the City, the Registrar, or the Trustee may make a
          charge  sufficient  to   reimburse  it  for  any   tax  or  other
          governmental charge  required  to be  paid with  respect to  such
          exchange  or registration of transfer, which sum or sums shall be
          paid by  the person requesting  such exchange or  registration of
          transfer  as  a  condition  precedent  to  the  exercise  of  the
          privilege of  making such  exchange or registration  of transfer.
          The  Registrar  shall  not be  obligated  (a)  to  make any  such
          exchange  or registration of transfer of Bonds during the fifteen
          (15) days next preceding the date on which notice of any proposed
          redemption  of  Bonds  is given,  (b)  to  make  any exchange  or
          registration of transfer of any Bonds called for redemption.

               The Bonds are to be initially registered in the name of Cede
          & Co.,  as nominee for the  Depositary.  Such Bonds  shall not be
          transferable or exchangeable, nor shall any purported transfer be
          registered, except as follows:

                    (a)  such  Bonds  may  be  transferred  in  whole,  and
               appropriate  registration  of  transfer  effected,  if  such
               transfer is by  such nominee  to the Depositary,  or by  the
               Depositary to another nominee thereof, or by any nominee  of
               the  Depositary to  any  other nominee  thereof,  or by  the
               Depositary   or  any  nominee   thereof  to   any  successor
               securities depositary or any nominee thereof; and

                    (b)  such Bond  may be  exchanged for  definitive Bonds
               registered in the respective names of the beneficial holders
               thereof,  and  thereafter   shall  be  transferable  without
               restriction, if:

                    (i)  the Depositary  shall have notified the  City, the
               Company  and the Trustee that  it is unwilling  or unable to
               continue  to act  as securities  depositary with  respect to
               such Bonds and the  Trustee shall not have been  notified by
               the City at the direction of the Company within a reasonable
               time after the identity of a successor securities depositary
               with respect to such Bonds;

                    (ii)  the Company shall have delivered to the Trustee a
               written instrument to the effect that such Bonds shall be so
               exchangeable on and after a date specified therein; or

                    (iii)  (1) an Event of  Default shall have occurred and
               be  continuing, (2) the  Trustee shall have  given notice of
               such  Event of Default pursuant  to Section 10.19 hereof and
               (3) there shall have been delivered to the City, the Company
               and the Trustee an opinion of counsel to the effect that the
               interests of the beneficial owners of such Bonds in  respect
               thereof  will  be  materially  impaired unless  such  owners
               become owners of definitive Bonds.

               The  Bonds delivered to the Depositary  may contain a legend
          reflecting the foregoing restrictions on registration of transfer
          and exchange.

               Section 2.09.  Other  Obligations.     The  City   expressly
          reserves the  right to issue, to the extent permitted by law, but
          shall  not  be  obligated  to issue,  obligations  under  another
          ordinance or ordinances  to provide additional  funds to pay  the
          cost  of construction of  the Facilities or to  refund all or any
          principal amount of the Bonds, or any combination thereof.

               Section 2.10.  Temporary Bonds.   Pending the preparation of
          definitive Bonds,  the  City may  execute and  the Trustee  shall
          authenticate and deliver temporary  Bonds.  Temporary Bonds shall
          be  issuable   as  registered  Bonds  without   coupons,  of  any
          authorized  denomination, and  substantially in  the form  of the
          definitive  Bonds  but  with   such  omissions,  insertions   and
          variations  as may be appropriate for temporary Bonds, all as may
          be  determined by  the City.   Temporary  Bonds may  contain such
          reference  to  any   provisions  of  this  Ordinance  as  may  be
          appropriate.   Every temporary Bond shall be executed by the City
          and  be authenticated by the Trustee upon the same conditions and
          in  substantially the same manner,  and with like  effect, as the
          definitive Bonds.   As  promptly as  practicable  the City  shall
          execute   and  shall  furnish   definitive  Bonds  and  thereupon
          temporary Bonds  may be surrendered in  exchange therefor without
          charge  at the Principal Office  of the Trustee,  and the Trustee
          shall  authenticate and  deliver in  exchange for  such temporary
          Bonds a like  aggregate principal amount  of definitive Bonds  of
          authorized denominations.  Until so exchanged the temporary Bonds
          shall  be entitled to the  same benefits under  this Ordinance as
          definitive Bonds.

               Section 2.11.  Cancellation of Bonds.  All Bonds which shall
          have  been surrendered to the Paying Agent or any Co-Paying Agent
          for  payment or redemption, and  all Bonds which  shall have been
          surrendered  to the  Registrar  for exchange  or registration  of
          transfer,  shall be  delivered to  the Trustee  for cancellation.
          All  Bonds   delivered  to  or   acquired  by  the   Trustee  for
          cancellation shall be canceled and destroyed by the Trustee.  The
          Trustee  shall  furnish  to  the  City,  the  Paying  Agent,  the
          Registrar and the Company counterparts of certificates evidencing
          such cancellation  and destruction  and specifying such  Bonds by
          number.

               Section 2.12.  Payment  of Principal and  Interest.  For the
          payment of interest  on the  Bonds, the  City shall  cause to  be
          deposited in the Bond Fund, on each interest payment date, solely
          out of  the  Receipts and  Revenues  of the  City  from the  Sale
          Agreement and other moneys pledged therefor, an amount sufficient
          to pay the interest  to become due on such interest payment date.
          The obligation of the City  to cause any such deposit to  be made
          hereunder  shall be reduced  by the amount of  moneys in the Bond
          Fund available on such  interest payment date for the  payment of
          interest on the Bonds.

               For the payment of the principal of the Bonds upon maturity,
          the  City shall cause  to be deposited  in the Bond  Fund, on the
          stated  or  accelerated  date  of  maturity,  solely  out  of the
          Receipts and Revenues  of the  City from the  Sale Agreement  and
          other moneys  pledged therefor, an  amount sufficient to  pay the
          principal of the Bonds.  The obligation of the City  to cause any
          such deposit to be made hereunder shall be  reduced by the amount
          of moneys in the Bond Fund available on the maturity date for the
          payment of the principal of the Bonds.

               Section 2.13.  Bonds  Equally  Secured.    The  Trust Estate
          shall be for  the equal and  proportionate benefit, security  and
          protection of all Owners of the Bonds issued under and secured by
          this Ordinance  without privilege, priority or  distinction as to
          the lien  or otherwise of any of the Bonds  over any other of the
          Bonds, all upon the terms stated herein.

               Section 2.14.  Applicability   of   Book-Entry   Provisions.
          Anything in  this Ordinance to the  contrary notwithstanding, (a)
          the provisions  of the Blanket Issuer  Letter of Representations,
          dated December 5, 1996, between the City and The Depository Trust
          Company  relating to the manner of and procedures for payment and
          redemption  of Bonds and related  matters shall apply  so long as
          such Depositary shall be  the Owner of all Outstanding  Bonds and
          (b) the City, the Trustee or the Paying Agent, as applicable, may
          enter  into a  similar agreement,  on  terms satisfactory  to the
          Company,  with  any  subsequent  Depositary  and  the  provisions
          thereof shall apply so long as such Depositary shall be the Owner
          of all Outstanding Bonds.


                                     ARTICLE III

                                 REDEMPTION OF BONDS

               Section 3.01.  Redemption Provisions.   (a) The Bonds  shall
          be  subject to  redemption by the  City, at the  direction of the
          Company, on any date on or after October 1, 2007  in whole at any
          time or in  part from time to time, at  the applicable redemption
          price (expressed as a  percentage of principal amount) set  forth
          below, plus accrued interest to the redemption date:

                         Redemption Period                  Redemption
          Price
                         ----------------                   ---------------
          -

               October 1, 2007 through September 30, 2008          102%
               October 1, 2008 through September 30, 2009          101%
               October 1, 2009 and thereafter                      100%

               (b)   The Bonds shall be subject  to redemption by the City,
          at the  direction of the  Company, in  whole at any  time at  the
          principal amount thereof plus  accrued interest to the redemption
          date, if:

                    (i)  the  Company  shall   have  determined  that   the
               continued   operation  of   the   Plant  is   impracticable,
               uneconomical or undesirable for any reason;

                    (ii)  the  Company  shall   have  determined  that  the
               continued  operation  of  the  Facilities  is impracticable,
               uneconomical  or undesirable  due to  (A) the  imposition of
               taxes,  other than  ad valorem  taxes currently  levied upon
               privately owned  property used for the  same general purpose
               as  the Facilities,  or  other liabilities  or burdens  with
               respect to the Facilities  or operation thereof, (B) changes
               in  technology,   in   environmental  standards   or   legal
               requirements or in the  economic availability of  materials,
               supplies, equipment or labor or (C) destruction of or damage
               to all or part of the Facilities;

                    (iii)  all or  substantially all  of the  Facilities or
               the Plant  shall  have been  condemned or  taken by  eminent
               domain; or

                    (iv)  the operation  of  the Facilities  or  the  Plant
               shall  have  been  enjoined  or shall  have  otherwise  been
               prohibited by,  or shall  conflict with, any  order, decree,
               rule or  regulation of any court or of any federal, state or
               local   regulatory  body,  administrative  agency  or  other
               governmental body.

               (c)  The Bonds  shall be subject to  mandatory redemption by
          the City, at the  principal amount thereof plus accrued  interest
          to the redemption date, on the 180th day (or such earlier date as
          may  be designated by the Company) after a final determination by
          a court of competent jurisdiction or an administrative agency, to
          the  effect that,  as a  result of  a failure  by the  Company to
          perform  or  observe  any covenant,  agreement  or representation
          contained  in the  Sale Agreement,  the interest  payable on  the
          Bonds  is included for federal  income tax purposes  in the gross
          income of the owners thereof, other than any owner of  a Bond who
          is a "substantial user"  of the Facilities or a  "related person"
          within  the meaning of Section 103(b)(13)  of the 1954  Code.  No
          determination  by any  court  or administrative  agency shall  be
          considered final for the purposes of this Section 3.01 (b) unless
          the Company shall have been given timely notice of the proceeding
          which  resulted  in  such  determination and  an  opportunity  to
          participate  in such  proceeding, either  directly or  through an
          owner of a Bond, and until the conclusion of any appellate review
          sought by any party to  such proceeding or the expiration  of the
          time  for seeking such review. The Bonds shall be redeemed either
          in whole  or in part in  such principal amount that  the interest
          payable on the Bonds  remaining outstanding after such redemption
          would not  be included in the gross  income of any owner thereof,
          other than an owner of a Bond  who is a "substantial user" of the
          Facilities  or   a  "related   person"  within  the   meaning  of
          Section 103(b)(13) of the 1954 Code.

               Section 3.02.  Selection of  Bonds to be Redeemed.   If less
          than  all  the Bonds  shall be  called  for redemption  under any
          provision of  this Ordinance permitting such  partial redemption,
          the particular Bonds or portions of Bonds to be redeemed shall be
          selected  by the Trustee,  in such manner  as the  Trustee in its
          discretion  may deem  proper, in  the aggregate  principal amount
          designated to the Trustee by the Company or otherwise as required
          by  this Ordinance; provided, however, that if, as indicated in a
          certificate of an Authorized Company Representative delivered  to
          the Trustee, the Company shall have offered to purchase all Bonds
          then  Outstanding and less than all such Bonds have been tendered
          to the Company for  such purchase, the Trustee, at  the direction
          of  an   Authorized  Company  Representative,  shall  select  for
          redemption  all such Bonds which shall not have been so tendered;
          and  provided,  further,  that the  portion  of  any  Bond to  be
          redeemed  shall  be in  the principal  amount  of $5,000  or some
          integral  multiple  thereof  and  that, in  selecting  Bonds  for
          redemption,  the Trustee  shall treat  each Bond  as representing
          that  number of Bonds which is obtained by dividing the principal
          amount of such Bond by  $5,000.  If it is determined  that one or
          more,  but not  all,  of the  $5,000  units of  principal  amount
          represented  by any  such Bond  is to  be called  for redemption,
          then,  upon notice  of intention  to redeem  such $5,000  unit or
          units, the Owner of such Bond shall forthwith surrender such Bond
          to the Paying  Agent or  any Co-Paying Agent  for (y) payment  to
          such  Owner of  the  redemption price  (including the  redemption
          premium,  if  any, and  accrued interest  to  the date  fixed for
          redemption)  of  the $5,000  unit  or units  of  principal amount
          called for  redemption and (z)  delivery to such  Owner of a  new
          Bond or Bonds in the aggregate principal amount of the unredeemed
          balance  of the  principal  amount  of  any  such  Bond.    Bonds
          representing the  unredeemed balance  of the principal  amount of
          any  such Bond shall be  delivered to the  Owner thereof, without
          charge therefor.  If the Owner of any such Bond of a denomination
          greater than $5,000 shall fail to present such Bond to the Paying
          Agent  or  any  Co-Paying  Agent  for  payment  and  exchange  as
          aforesaid, such Bond shall,  nevertheless, become due and payable
          on the date fixed for redemption to the extent of the $5,000 unit
          or units of principal  amount called for redemption (and  to that
          extent only).

               Section 3.03.  Procedure  for Redemption.   (a) In the event
          any of the  Bonds are  called for redemption,  the Trustee  shall
          give notice, in  the name of the City, of  the redemption of such
          Bonds, which notice shall  (i) specify the Bonds to  be redeemed,
          the  redemption  date, the  redemption  price, and  the  place or
          places  where amounts  due upon  such redemption will  be payable
          (which shall be  the Principal Office of the Paying  Agent or any
          Co-Paying Agent) and,  if less than  all of the  Bonds are to  be
          redeemed,  the numbers  of  the Bonds  to  be redeemed,  and  the
          portion of  the principal amount  of any Bond  to be redeemed  in
          part, (ii) state any condition to such redemption and (iii) state
          that on the  redemption date,  and upon the  satisfaction of  any
          such condition,  the  Bonds or  portions thereof  to be  redeemed
          shall cease  to bear  interest.  Such  notice may  set forth  any
          additional information relating to  such redemption.  Such notice
          shall  be given by  Mail at least  thirty (30) days  prior to the
          date  fixed for  redemption  to the  Owners of  the  Bonds to  be
          redeemed;  provided,  however, that  failure  duly  to give  such
          Notice  by  Mail, or  any defect  therein,  shall not  affect the
          validity of any  proceedings for  the redemption of  Bonds as  to
          which there  shall have  been no  such failure or  defect.   If a
          notice of redemption shall be unconditional, or if the conditions
          of a conditional notice or redemption shall have been  satisfied,
          then  upon presentation  and  surrender of  Bonds  so called  for
          redemption at the place or places of payment, such Bonds shall be
          redeemed.   The Trustee shall  promptly deliver to  the Company a
          copy of each such notice of redemption.

               (b) With respect  to any  notice of redemption  of Bonds  in
          accordance  with subsection  (a) or  (b) of  Section 3.01 hereof,
          unless,  upon  the giving  of such  notice,  such Bonds  shall be
          deemed  to  have been  paid within  the  meaning of  Article VIII
          hereof,  such notice  shall state  that such redemption  shall be
          conditional upon the receipt,  by the Trustee on or prior  to the
          opening of business  on the  date fixed for  such redemption,  of
          moneys  sufficient to pay the  principal of and  premium, if any,
          and  interest on  such Bonds  to be  redeemed,  and that  if such
          moneys shall not have been so received said notice shall be of no
          force and  effect and the  City shall  not be required  to redeem
          such Bonds.  In the event that such notice of redemption contains
          such  a  condition  and such  moneys  are  not  so received,  the
          redemption  shall  not be  made and  the  Trustee shall  within a
          reasonable time  thereafter give notice,  in the manner  in which
          the notice of redemption was given,  that such moneys were not so
          received.

               (c)  Any Bonds and  portions of Bonds  which have been  duly
          selected  for redemption  shall  cease to  bear  interest on  the
          specified redemption date provided  that moneys sufficient to pay
          the principal of,  premium, if  any, and interest  on such  Bonds
          shall be  on  deposit with  the  Trustee on  the date  fixed  for
          redemption  so  that such  Bonds  will be  deemed  to be  paid in
          accordance with Article VIII hereof.

               Section 3.04.  No   Partial    Redemption   After   Default.
          Anything in  this Ordinance  to the contrary  notwithstanding, if
          there shall have occurred  and be continuing an Event  of Default
          defined in clause (a)  or (b) of  the first paragraph of  Section
          9.01 hereof, there shall be no redemption of less than all of the
          Bonds  at the time Outstanding other than a partial redemption in
          connection with an  offer by  the Company to  purchase all  Bonds
          Outstanding as contemplated  in the  first proviso  to the  first
          sentence of Section 3.02 hereof.

               Section 3.05.  Payment  of  Redemption   Price.    For   the
          redemption  of any  of  the Bonds,  the City  shall  cause to  be
          deposited in the Bond Fund, on the redemption date, solely out of
          the Receipts and Revenues of the City from the Sale Agreement, an
          amount  sufficient to pay the  principal of and  premium, if any,
          and  interest to  become  due  on  such  redemption  date.    The
          obligation  of the  City to  cause any  such deposit  to be  made
          hereunder  shall be reduced  by the amount of  moneys in the Bond
          Fund available  on  such  redemption  date  for  payment  of  the
          principal of and  premium, if  any, and accrued  interest on  the
          Bonds to be redeemed.


                                      ARTICLE IV

                                    THE BOND FUND

               Section 4.01.  Creation  of  Bond  Fund.   There  is  hereby
          created and established with the Trustee a trust fund in the name
          of  the City  to be  designated "City  of Farmington,  New Mexico
          Pollution Control Revenue  Bonds, 1997 Series A  (Tucson Electric
          Power  Company San Juan Project)  Bond Fund".   The Trustee shall
          establish  and  maintain within  the  Bond  Fund such  segregated
          accounts and  subaccounts as  may be  requested by  an Authorized
          Company  Representative.    The Bond  Fund,  and  all moneys  and
          certificated securities therein, shall  be kept in the possession
          of the Trustee.

               Section 4.02.  Liens.   The City  shall not create  any lien
          upon the  Bond Fund or upon the Receipts and Revenues of the City
          from the Sale Agreement other than the lien hereby created.

               Section 4.03.  Deposits into Bond Fund.   (a) There shall be
          deposited into the Bond Fund:

                    (i)  the accrued interest, if any, on the Bonds accrued
               to  the date  of delivery  thereof and  paid by  the initial
               purchasers thereof;

                    (ii) all Purchase Price Payments; and

                    (iii) all  other moneys  received by the  Trustee under
               and pursuant to any  provision of the Sale  Agreement, other
               than Sections 5.04, 5.05 and 8.05 thereof, or from any other
               source when  accompanied by  directions by the  Company that
               such moneys are to be paid into the Bond Fund;

               (b) All income or  other gain from the investment  of moneys
          in the Bond Fund shall be deposited into the Bond Fund.  

               Section 4.04.  Use of Moneys in Bond  Fund.  Moneys, if any,
          paid into the Bond Fund pursuant to clause (i) of Section 4.03(a)
          hereof shall be applied to the payment of interest on  the Bonds.
          Except as  otherwise provided  in Sections 4.06,  9.01 and  10.04
          hereof,  all other moneys in  the Bond Fund  constituting part of
          the Trust  Estate shall  be used  solely for  the payment  of the
          principal of and  premium, if any, and  interest on the Bonds  as
          the  same  shall  become  due  and  payable  at  maturity,   upon
          redemption or otherwise.

               Section 4.05.  Custody of Bond  Fund; Withdrawal of  Moneys.
          The  Bond Fund shall be in the custody  of the Trustee but in the
          name of  the City and the City  hereby authorizes and directs the
          Trustee  to withdraw from the Bond Fund and furnish to the Paying
          Agent funds constituting  part of the Trust  Estate sufficient to
          pay the  principal of and  premium, if  any, and interest  on the
          Bonds as the same  shall become due and payable, and  to withdraw
          from  the Bond  Fund funds  sufficient to  pay any  other amounts
          payable therefrom as the same shall become due and payable.

               Section 4.06.  Bonds Not  Presented  for Payment.    In  the
          event  any  Bonds shall  not be  presented  for payment  when the
          principal thereof and premium, if any, thereon become due, either
          at  maturity or  at  the date  fixed  for redemption  thereof  or
          otherwise, if moneys sufficient to pay such Bonds are held by the
          Paying Agent or any Co-Paying Agent for the benefit of the Owners
          thereof, the Paying Agent shall segregate and hold such moneys in
          trust, without liability for interest thereon, for the benefit of
          the Owners  of such Bonds,  who shall, except as  provided in the
          following paragraph, thereafter be restricted exclusively to such
          fund  or  funds for  the satisfaction  of  any claim  of whatever
          nature on their  part under  this Ordinance or  relating to  said
          Bonds.

               Any moneys  which the Paying Agent shall  segregate and hold
          in trust for the payment of the principal of and premium, if any,
          or  interest on  any Bond  and remaining  unclaimed for  one year
          after such principal, premium, if any, or interest has become due
          and  payable shall,  upon  the Company's  written request  to the
          Paying Agent, be paid to the Company, with notice  to the Trustee
          of  such action; provided, however,  that before the Paying Agent
          shall  be required to make  any such repayment,  the Paying Agent
          may, and at the request  of the Trustee shall, at the  expense of
          the Company cause  notice to be given once by  Publication to the
          effect that such money  remains unclaimed and that, after  a date
          specified  therein, which shall not be less than thirty (30) days
          from  the  date  of such  notice  by  Publication, any  unclaimed
          balance  of  such  moneys then  remaining  will  be  paid to  the
          Company.    After the  payment of  such  unclaimed moneys  to the
          Company, the Owner of such Bond shall thereafter look only to the
          Company for the payment  thereof, and all liability of  the City,
          the  Trustee and  the Paying  Agent with  respect to  such moneys
          shall thereupon cease.

               Section 4.07.  Moneys  Held   in  Trust.    All  moneys  and
          Investment Securities held by  the Trustee in the Bond  Fund, and
          all moneys  required to be deposited with  or paid to the Trustee
          for deposit into the Bond Fund, and all moneys withdrawn from the
          Bond  Fund and  held  by  the  Trustee,  the  Paying  Agent,  any
          Co-Paying Agent, shall be  held by the Trustee, the  Paying Agent
          or any  Co-Paying Agent, as the  case may be, in  trust, and such
          moneys and Investment Securities (other than moneys held pursuant
          to Section 4.06 hereof  and moneys or Investment Securities  held
          in the Rebate Fund established  in furtherance of the obligations
          of  the Company  under clause  (b) of  Section 6.04  of the  Sale
          Agreement), while so held or so required to be deposited or paid,
          shall constitute  part of the Trust Estate  and be subject to the
          lien  and  security interest  created  hereby  in  favor  of  the
          Trustee, for the  benefit of the Owners from time  to time of the
          Bonds.  The Company shall have no right, title or interest in the
          Bond Fund, except such rights as may arise after the right, title
          and interest  of the Trustee in  and to the Trust  Estate and all
          covenants,  agreements and  other obligations  of the  City under
          this Ordinance shall have ceased, terminated  and become void and
          shall  have  been satisfied  and  discharged  in accordance  with
          Article VIII hereof.


                                      ARTICLE V

                               DISPOSITION OF PROCEEDS

               Section 5.01.  Disposition of Proceeds.   The proceeds  from
          the issuance and  sale of the Bonds shall  be applied as provided
          in Section 4.03 of the Sale Agreement.


                                      ARTICLE VI

                                     INVESTMENTS

               Section 6.01.  Investments.   The  moneys in  the Bond  Fund
          shall,  at  the  direction  of  the  Company,  be   invested  and
          reinvested in Investment  Securities.  Any Investment  Securities
          may  be purchased  subject to  options or  other rights  in third
          parties to acquire the  same.  Subject to the  further provisions
          of  this  Section 6.01,  such investments  shall  be made  by the
          Trustee  as   directed  and  designated  by  the   Company  in  a
          certificate  of, or  telephonic  advice promptly  confirmed by  a
          certificate  of, an  Authorized Company  Representative.   As and
          when any amounts  thus invested may  be needed for  disbursements
          from  the Bond  Fund, the  Trustee shall  request the  Company to
          designate such investments to be sold or otherwise converted into
          cash to the  credit of the  Bond Fund as  shall be sufficient  to
          meet  such disbursement  requirements and  shall then  follow any
          directions   in  respect   thereto  of   an  Authorized   Company
          Representative.   As long as no  Event of Default  (as defined in
          Section 9.01 hereof) shall  have occurred and be continuing,  the
          Company shall have the  right to designate the investments  to be
          sold  and  to  otherwise  direct  the  Trustee  in  the  sale  or
          conversion to cash of the investments made with the moneys in the
          Bond Fund,  provided  that  the  Trustee  shall  be  entitled  to
          conclusively  assume the  absence of  any such  Event  of Default
          unless  it has notice thereof within the meaning of Section 10.05
          hereof.  


                                     ARTICLE VII

                                  GENERAL COVENANTS

               Section 7.01.  No  General  Obligations.    Each  and  every
          covenant herein made, including all covenants made in the various
          sections of  this Article VII,  is predicated upon  the condition
          that any obligation for the payment of money incurred by the City
          shall not be the  general obligation or indebtedness of  the City
          within  the  meaning  of Article 9,  Sections 12  and  13  of the
          Constitution  of  the  State  of  New  Mexico,  and  shall  never
          constitute  an indebtedness of the City within the meaning of any
          state constitutional provision or statutory limitation, and shall
          never  constitute nor give rise  to a pecuniary  liability of the
          City or a charge against its general credit or taxing powers, but
          shall  be  payable  by the  City  solely  from  the Receipts  and
          Revenues  of the City from the Sale Agreement, which are required
          to  be set  apart and  transferred to  the Bond Fund,  and which,
          along  with  the  balance   of  the  Trust  Estate,  are   hereby
          specifically  pledged to the payment thereof in the manner and to
          the  extent in this Ordinance specified, and nothing in the Bonds
          or  in this Ordinance shall  be considered as  pledging any other
          funds or assets of the City.

               The  City shall promptly cause  to be paid,  solely from the
          sources  stated herein, the principal of and premium, if any, and
          interest  on every Bond issued under this Ordinance at the place,
          on the dates and in the  manner provided herein and in said Bonds
          according to the true intent and meaning thereof.

               Section 7.02.  Performance   of   Covenants  of   the  City;
          Representations.   The City shall faithfully perform at all times
          any and  all covenants, undertakings, stipulations and provisions
          contained  in this  Ordinance, in  any and  every Bond  executed,
          authenticated  and delivered  hereunder, and  in all  proceedings
          pertaining  thereto.    The  City  represents  that  it  is  duly
          authorized  under the Constitution and  laws of the  State of New
          Mexico  to issue the Bonds  authorized hereby, to  enter into the
          Sale Agreement and  to adopt  this Ordinance, and  to pledge  and
          assign to the Trustee the Trust Estate, and that the Bonds in the
          hands of  the Owners thereof  are and  will be valid  and binding
          limited obligations of the City.

               Section 7.03.  Maintenance of Rights and  Powers; Compliance
          with Laws.   The City shall  at all times  maintain its corporate
          existence or  assure the assumption of its obligations under this
          Ordinance by any public  body succeeding to its powers  under the
          Act; and it  shall at all  times use its  best efforts to  comply
          with all valid acts, rules, regulations, orders and directions of
          any legislative, executive, administrative or judicial body known
          to it to be applicable to the Sale Agreement and this Ordinance.

               Section 7.04.  Enforcement  of  Obligations of  the Company;
          Amendments.    Upon  receipt  of written  notification  from  the
          Trustee, the City  shall cooperate with the  Trustee in enforcing
          the obligation of the Company to pay  or cause to be paid all the
          payments and other costs and charges payable by the Company under
          the Sale Agreement.  The City shall not enter into  any agreement
          with the Company  amending the Sale  Agreement without the  prior
          written consent of the Trustee and compliance with Sections 12.06
          and 12.07 of this Ordinance.

               Section 7.05.  Further  Instruments.   The City  shall, upon
          the  reasonable request of the Trustee, from time to time execute
          and deliver such further instruments and take such further action
          as may  be reasonable  and as  may be required  to carry  out the
          purposes  of  this Ordinance;  provided,  however,  that no  such
          instruments or actions shall pledge the credit or taxing power of
          the  State of  New  Mexico,  the  City  or  any  other  political
          subdivision of said State.

               Section 7.06.  No Disposition  of Trust  Estate.  Except  as
          permitted  by this  Ordinance, the  City shall  not sell,  lease,
          pledge, assign or otherwise  dispose of or encumber  its interest
          in  the  Trust Estate  and  will  promptly  pay or  cause  to  be
          discharged  or make adequate  provision to discharge  any lien or
          charge on any part thereof not permitted hereby.

               Section 7.07.  Financing  Statements.    The  City  and  the
          Trustee shall  cooperate with the Company  in causing appropriate
          financing  statements,  naming  the  Trustee as  pledgee  of  the
          Receipts and Revenues  of the City from the Sale Agreement and of
          the other moneys pledged  under the Ordinance for the  payment of
          the principal of and premium, if any,  and interest on the Bonds,
          and  as pledgee and assignee of  the balance of the Trust Estate,
          and the City shall cooperate with the Trustee and the Company  in
          causing appropriate continuation statements  to be duly filed and
          recorded in the appropriate state and county  offices as required
          by the provisions of the Uniform Commercial Code or other similar
          law  as  adopted  in  the  State  of  New Mexico  and  any  other
          applicable jurisdiction, as  from time to time  amended, in order
          to perfect and  maintain the security  interests created by  this
          Ordinance.

               Section 7.08.  Tax  Covenants; Rebate  Fund.   (a)  The City
          covenants for the benefit of all  Owners from time to time of the
          Bonds that the  City, to the extent within  its control, will not
          take or omit  to take any  action which, would  cause any of  the
          Bonds to be "arbitrage  bonds" within the meaning of  Section 148
          of  the Code or otherwise  subject to federal  income taxation by
          reason of Sections 103 and 141 through 150 of the Code or Section
          103  of  the  1954  Code,  as  applicable,  and   any  applicable
          regulations  promulgated  thereunder.    To  that  end  the  City
          covenants  to  comply with  all covenants  set  forth in  the Tax
          Agreement, which  is hereby  incorporated herein by  reference as
          though fully set forth herein.

               (b)  The  Trustee  shall  establish   and  maintain  a  fund
          separate from any other fund established and maintained hereunder
          designated the "City of  Farmington, New Mexico Pollution Control
          Revenue Bonds,  1997 Series A (Tucson Electric  Power Company San
          Juan  Project) Rebate Fund" (herein called  the "Rebate Fund") in
          accordance  with the provisions of the Tax Agreement.  Within the
          Rebate Fund, the Trustee shall maintain such accounts as shall be
          directed by the Company in order  for the City and the Company to
          comply with the provisions of the  Tax Agreement.  Subject to the
          transfer provisions provided in paragraph (c) below, all money at
          any  time deposited  in  the Rebate  Fund  shall be  held by  the
          Trustee  in trust, to the  extent required to  satisfy the Rebate
          Requirement (as defined in the Tax Agreement), for payment to the
          United  States of America, and  neither the Company,  the City or
          the Owners shall have any rights in or claim to such moneys.  All
          amounts deposited into or on deposit in the  Rebate Fund shall be
          governed  by this  Section  7.08, by  Section  6.04 of  the  Sale
          Agreement  and  by  the  Tax   Agreement.    The  Trustee   shall
          conclusively be  deemed to have complied with  such provisions if
          it follows the directions of the Company, including supplying all
          necessary  information  in  the  manner  set  forth  in  the  Tax
          Agreement,  and  shall  not  be  required  to  take  any  actions
          thereunder in the absence of written directions from the Company.

               (c)  Upon receipt of the Company's written instructions, the
          Trustee shall  remit part or  all of  the balances in  the Rebate
          Fund to  the  United States  of  America,  as so  directed.    In
          addition, if the  Company so directs,  the Trustee shall  deposit
          moneys into  or transfer moneys  out of the  Rebate Fund from  or
          into  such accounts or funds as directed by the Company's written
          directions.  Any funds remaining in  the Rebate Fund after all of
          the Bonds shall have  been paid and any Rebate  Requirement shall
          have   been   satisfied,   or   provision   therefor   reasonably
          satisfactory to  the  Trustee  shall have  been  made,  shall  be
          withdrawn and remitted to the Company.

               (d)  Notwithstanding  any provision  of this  Ordinance, the
          obligation to remit the  Rebate Requirement to the United  States
          of  America and  to comply  with all  other requirements  of this
          Section  7.08, Section  6.04 of  the Sale  Agreement and  the Tax
          Agreement  shall  survive  the  payment  of  the  Bonds  and  the
          satisfaction and discharge of this Ordinance.

               Section 7.09.  Notices of  Trustee.  The  Trustee shall give
          notice to both  the City and the Company  whenever it is required
          hereby to give notice to either and, additionally, shall  furnish
          to  the City  and the  Company copies  of any  Notice by  Mail or
          Publication given by it pursuant to any provision hereof.


                                     ARTICLE VIII

                                      DEFEASANCE


               Section 8.01.  Defeasance.   If the City shall  pay or cause
          to be paid to the Owner  of any Bond secured hereby the principal
          of  and  premium,  if any,  and  interest  due  and payable,  and
          thereafter  to  become due  and payable,  upon  such Bond  or any
          portion  of such Bond  in the principal  amount of  $5,000 or any
          integral  multiple thereof,  such Bond  or portion  thereof shall
          cease  to be entitled to any lien, benefit or security under this
          Ordinance.  If  the City  shall pay or  cause to  be paid to  the
          Owners  of  all the  Bonds secured  hereby  the principal  of and
          premium,  if any, and interest due and payable, and thereafter to
          become due  and payable, thereon,  and shall pay  or cause  to be
          paid  all  other   sums  payable  hereunder  including,   without
          limitation,  amounts payable  pursuant to  Section  10.04 hereof,
          then, and  in that  case, the  right, title  and interest of  the
          Trustee in  and  to  the  Trust  Estate  shall  thereupon  cease,
          terminate  and become  void.   In such  event, the  Trustee shall
          assign, transfer and turn  over to the Company the  Trust Estate,
          including, without limitation, any surplus  in the Bond Fund  and
          any  balance remaining  in  any  other  fund created  under  this
          Ordinance.

               All or any portion of Outstanding Bonds or portions of Bonds
          in principal amounts of $5,000 or any integral  multiple thereof,
          shall  prior to the maturity or redemption date thereof be deemed
          to  have been  paid  within  the  meaning  and  with  the  effect
          expressed in  this Article VIII,  and the entire  indebtedness of
          the City with respect thereof shall be  satisfied and discharged,
          when

                    (a) in  the event said  Bonds or portions  thereof have
               been selected for redemption in accordance with Section 3.02
               hereof,  the Trustee shall have given,  or the Company shall
               have given  to  the  Trustee  in  form  satisfactory  to  it
               irrevocable instructions  to give,  on a date  in accordance
               with  the  provisions  of  Section 3.03  hereof,  notice  of
               redemption of such Bonds or portions thereof,

                    (b) there  shall have  been deposited with  the Trustee
               either moneys  in an  amount which  shall be  sufficient, or
               Government  Obligations which  shall not  contain provisions
               permitting  the  redemption thereof  at  the  option of  the
               issuer, the  principal of  and the interest  on which,  when
               due, and  without regard  to any reinvestment  thereof, will
               provide  moneys which,  together  with the  moneys, if  any,
               deposited with or held by the Trustee,  shall be sufficient,
               to pay  when due the principal  of and premium,  if any, and
               interest due and  to become  due on said  Bonds or  portions
               thereof on and prior to the redemption date or maturity date
               thereof, as the case may be; and

                    (c)  in the event said Bonds or portions thereof do not
               mature and are not to be redeemed within the next succeeding
               sixty (60) days, the Company shall have given the Trustee in
               form satisfactory to it irrevocable instructions to give, as
               soon  as practicable  in  the same  manner  as a  notice  of
               redemption  is  given pursuant  to  Section  3.03 hereof,  a
               notice  to the Owners of said Bonds or portions thereof that
               the  deposit required by clause (b) above has been made with
               the  Trustee and  that  said Bonds  or portions  thereof are
               deemed to  have been  paid in accordance  with this  Article
               VIII and stating  the maturity or redemption date upon which
               moneys  are to be available for the payment of the principal
               of  and premium,  if  any, and  interest  on said  Bonds  or
               portions thereof.

               Neither the Government Obligations nor moneys deposited with
          the  Trustee  pursuant  to this  Article  VIII  nor principal  or
          interest  payments on  any such  Government Obligations  shall be
          withdrawn or used for any purpose other than, and such Government
          Obligations, moneys  and principal or interest  payments shall be
          held in  trust for, the payment of  the principal of and premium,
          if any, and interest on said Bonds or portions thereof; provided,
          that any  cash received from such principal  or interest payments
          on such Government Obligations deposited with the Trustee, if not
          then needed for such purposes,  shall, to the extent practicable,
          be invested in  Government Obligations of  the type described  in
          clause  (b) of the preceding  paragraph maturing at  times and in
          amounts  sufficient to pay when due the principal of and premium,
          if any,  and interest  to become  due on  said Bonds or  portions
          thereof on and  prior to  such redemption date  or maturity  date
          thereof,  as the  case  may be,  and  interest earned  from  such
          reinvestments shall be paid  over to the Company, as  received by
          the  Trustee, free  and  clear  of  any  trust,  lien  or  pledge
          hereunder.    If payment  of less  than all  the  Bonds is  to be
          provided for in  the manner and with the effect  provided in this
          Article  VIII, the Trustee shall select such Bonds or portions of
          Bonds  in  the  manner  specified  by  Section  3.02  hereof  for
          selection  for redemption of less than all Bonds in the principal
          amount designated to the Trustee by  the Company.  At or prior to
          the  time of the deposit  of any Government  Obligations with the
          Trustee pursuant to this Section 8.01, the Company shall  provide
          the  Trustee with a certificate of an accountant or an accounting
          firm  as to the sufficiency of such Government Obligations to pay
          when due the principal  of and premium, if any,  and interest due
          and to  become due as  set forth in  clause (b) of  the preceding
          paragraph.


                                      ARTICLE IX

                                DEFAULTS AND REMEDIES

               Section 9.01.  Events of  Default.   Each  of the  following
          events shall constitute and  is referred to in this  Ordinance as
          an "Event of Default":

                    (a)  a failure to pay  the principal of  or premium, if
               any, on any of the Bonds  when the same shall become due and
               payable at maturity, upon redemption or otherwise;

                    (b)  a failure to pay an installment of interest on any
               of the Bonds after  such interest shall have become  due and
               payable for a period of thirty (30) days;

                    (c)  a failure by the  City to observe  and perform any
               covenant, condition,  agreement or provision (other  than as
               specified  in clauses  (a)  and (b)  of  this Section  9.01)
               contained in the  Bonds or in this Ordinance  on the part of
               the City to  be observed or  performed, which failure  shall
               continue  for a  period  of sixty  (60)  days after  written
               notice, specifying  such failure  and requesting that  it be
               remedied,  shall have been given to the City and the Company
               by the Trustee, which may give such notice in its discretion
               and which shall give  such notice at the written  request of
               Owners of not less than 33% in principal amount of the Bonds
               then  Outstanding, unless  the Trustee,  or the  Trustee and
               Owners  of a  principal amount  of Bonds  not less  than the
               principal amount of Bonds the Owners of which requested that
               such  notice be given,  as the case  may be, shall  agree in
               writing  to  an  extension  of  such  period  prior  to  its
               expiration;  provided,  however, that  the  Trustee, or  the
               Trustee and the Owners of such principal amount of Bonds, as
               the case  may  be, shall  be  deemed to  have agreed  to  an
               extension of  such period if corrective  action is initiated
               by  the City, or the  Company on behalf  of the City, within
               such period and is being diligently pursued.

               Upon the occurrence and continuance of any Event  of Default
          described  in clause (a) or  (b) of the  preceding paragraph, the
          Trustee  may, and at  the written request  of Owners of  not less
          than  33% in principal amount of Bonds then Outstanding shall, by
          written notice to the  City and the Company, declare the Bonds to
          be  immediately due  and payable,  whereupon they  shall, without
          further  action,  become  and  be immediately  due  and  payable,
          anything  in this  Ordinance  or in  the  Bonds to  the  contrary
          notwithstanding,  and the  Trustee shall  give notice  thereof by
          Mail to all Owners of Outstanding Bonds.

               The  provisions of  the  preceding  paragraph, however,  are
          subject  to the  condition that  if, after  the principal  of the
          Bonds shall  have been  so declared to  be due  and payable,  and
          before any judgment or decree  for the payment of the  moneys due
          shall have  been obtained or entered as hereinafter provided, the
          City  shall  cause  to  be  deposited  with  the  Trustee  a  sum
          sufficient to pay all  matured installments of interest  upon all
          Bonds and the  principal of any  and all Bonds  which shall  have
          become due  otherwise than  by reason of  such declaration  (with
          interest upon such  principal and, to  the extent permissible  by
          law, on overdue installments  of interest, at the rate  per annum
          borne by the  Bonds) and such amounts  as shall be sufficient  to
          cover  reasonable  compensation  and  reimbursement  of  expenses
          payable  to the  Trustee  and any  predecessor  Trustee, and  all
          Events  of  Default  hereunder   other  than  nonpayment  of  the
          principal  of  Bonds  which   shall  have  become  due   by  said
          declaration  shall have been remedied, then,  in every such case,
          such Event of Default shall be deemed waived and such declaration
          and  its consequences  rescinded  and annulled,  and the  Trustee
          shall promptly give written notice of such waiver, rescission and
          annulment to  the City  and the  Company, and,  if notice  of the
          acceleration of the Bonds shall have been  given to the Owners of
          the Bonds,  shall give notice  thereof by Mail  to all  Owners of
          Outstanding Bonds;  but no such waiver,  rescission and annulment
          shall  extend to  or affect  any subsequent  Event of  Default or
          impair any right or remedy consequent thereon.

               Section 9.02.  Remedies.      Upon   the    occurrence   and
          continuance of any Event of Default, then and in every  such case
          the Trustee in its  discretion may, and upon the  written request
          of Owners of not less than a majority in principal  amount of the
          Bonds  then   Outstanding  and   receipt  of  indemnity   to  its
          satisfaction shall, in  its own  name and  as the  Trustee of  an
          express trust:

                    (a) by mandamus, or other suit, action or proceeding at
               law or in equity,  enforce all rights of  the Owners of  the
               Bonds, and require the City or  the Company to carry out any
               agreements with or  for the  benefit of such  Owners and  to
               perform  its  or  their  duties  under  the  Act,  the  Sale
               Agreement and this Ordinance;

                    (b) bring suit upon the Bonds; or

                    (c)  by action  or suit  in equity  enjoin any  acts or
               things which may be  unlawful or in violation of  the rights
               of the Owners of the Bonds.

               Section 9.03.  Restoration to Former Position.  In the event
          that any proceeding  taken by  the Trustee to  enforce any  right
          under this  Ordinance shall  have been discontinued  or abandoned
          for  any reason, or shall  have been determined  adversely to the
          Trustee,  then  the City,  the Trustee  and  the Owners  shall be
          restored,  subject to  any determination  in such  proceeding, to
          their former  positions and  rights hereunder,  respectively, and
          all  rights, remedies and powers of the Trustee shall continue as
          though no such proceeding had been taken.

               Section 9.04.  Owners'   Right    to   Direct   Proceedings.
          Anything in  this Ordinance to the  contrary notwithstanding, the
          Owners  of a  majority  in principal  amount  of the  Bonds  then
          Outstanding  hereunder shall have the right,  by an instrument in
          writing  executed and  delivered to  the  Trustee, to  direct the
          time,  method and  place of  conducting all  remedial proceedings
          available to the  Trustee under this Ordinance  or exercising any
          trust  or  power  conferred  on the  Trustee  by  this Ordinance;
          provided,  however, that  such direction  shall not  be otherwise
          than  in accordance with law and the provisions of this Ordinance
          and   that  the  Trustee  shall  have  the  right  (but  not  the
          obligation)  to  decline  to follow  any  such  direction if  the
          Trustee,  being  advised by  counsel,  shall  determine that  the
          action or proceeding so directed may not lawfully be taken, or if
          the  Trustee in  good faith  shall determine  that the  action or
          proceedings  so directed  would involve  the Trustee  in personal
          liability or if the Trustee in good faith shall so determine that
          the actions  or forbearances  specified  in or  pursuant to  such
          direction would  be unduly prejudicial to the interests of Owners
          not  joining in the giving of said direction, it being understood
          that the Trustee shall have  no duty to ascertain whether  or not
          such  actions  or forbearances  are  unduly  prejudicial to  such
          Owners.

               Section 9.05.  Limitation  on  Owners'  Right  to  Institute
          Proceedings.  No Owner of Bonds shall have any right to institute
          any  suit, action  or proceeding  in  equity or  at  law for  the
          execution  of any trust or  power hereunder, or  any other remedy
          hereunder or  on said Bonds,  unless such Owner  previously shall
          have  given to the Trustee written  notice of an Event of Default
          as hereinabove provided and unless the Owners of not less than  a
          majority  in principal amount of the Bonds then Outstanding shall
          have made  written request  of the  Trustee so  to do, after  the
          right to  institute said  suit, action  or proceeding  shall have
          accrued,  and  shall  have  afforded  the  Trustee  a  reasonable
          opportunity to proceed  to institute  the same in  either its  or
          their  name, and unless there also shall have been offered to the
          Trustee  security and  indemnity satisfactory  to it  against the
          costs,  expenses  and  liabilities  to  be  incurred  therein  or
          thereby, and  the  Trustee  shall  not have  complied  with  such
          request within a reasonable  time; and such notification, request
          and offer of indemnity are hereby declared in every such case, at
          the  option of  the Trustee,  to be  conditions precedent  to the
          institution  of  said  suit,   action  or  proceeding;  it  being
          understood and intended that no one or more of the  Owners of the
          Bonds shall have any right in any manner whatever by his or their
          action  to affect,  disturb  or prejudice  the  security of  this
          Ordinance,  or to enforce any right hereunder or under the Bonds,
          except in the manner herein provided, and that all suits, actions
          and proceedings at law or in  equity shall be instituted, had and
          maintained in  the  manner  herein provided  and  for  the  equal
          benefit of all Owners of the Bonds.

               Section 9.06.  No  Impairment of  Right to  Enforce Payment.
          Notwithstanding any other provision  in this Ordinance, the right
          of any Owner of a Bond to receive payment of the principal of and
          premium, if  any,  and interest  on such  Bond, on  or after  the
          respective due dates expressed therein, or to institute  suit for
          the enforcement of any  such payment on or after  such respective
          dates, shall not be  impaired or affected without the  consent of
          such Owner.

               Section 9.07.  Proceedings by Trustee without  Possession of
          Bonds.  All rights of action under this Ordinance or under any of
          the Bonds secured hereby which are enforceable by the Trustee may
          be enforced by it without the possession of any of  the Bonds, or
          the production thereof on the trial or other proceedings relative
          thereto,  and any such  suit, action or  proceeding instituted by
          the  Trustee shall  be  brought in  its  name for  the  equal and
          ratable  benefit of  the  Owners of  the  Bonds, subject  to  the
          provisions of this Ordinance.

               Section 9.08.  No  Remedy  Exclusive.     No  remedy  herein
          conferred upon or reserved to the Trustee or to the Owners of the
          Bonds  is intended  to  be  exclusive  of  any  other  remedy  or
          remedies, and each and every such remedy shall be cumulative, and
          shall be in  addition to  every other remedy  given hereunder  or
          under the Sale Agreement, now or hereafter existing  at law or in
          equity or by statute.

               Section 9.09.  No Waiver of Remedies.   No delay or omission
          of the Trustee or of any Owner of a Bond to exercise any right or
          power  accruing upon any default  shall impair any  such right or
          power  or shall be construed to be  a waiver of any such default,
          or an acquiescence therein;  and every power and remedy  given by
          this Article  IX to the Trustee  and to the Owners  of the Bonds,
          respectively, may be exercised  from time to time and as often as
          may be deemed expedient.

               Section 9.10.  Application of Moneys.   Any moneys  received
          by  the Trustee,  by  any receiver  or  by any  Owner  of a  Bond
          pursuant  to any right given or action taken under the provisions
          of this  Article IX, after payment  of the costs and  expenses of
          the proceedings resulting in the collection of such moneys and of
          all  amounts due to the Trustee and any predecessor Trustee under
          Section 10.04 hereof, shall be deposited in the Bond Fund and all
          moneys so deposited in the Bond Fund during the continuance of an
          Event  of Default  (other than  moneys for  the payment  of Bonds
          which had matured or otherwise become payable prior to such Event
          of Default or for the payment of interest due prior to such Event
          of Default) shall be applied as follows:

                    (a) Unless  the principal of  all the Bonds  shall have
               become due and payable, all such moneys shall be applied (i)
               first, to the payment to the persons entitled thereto of all
               installments  of  interest  then  due  on  the  Bonds,  with
               interest on overdue installments, if lawful, at the rate per
               annum borne  by the Bonds, in  the order of  maturity of the
               installments of  such interest and, if  the amount available
               shall  not  be sufficient  to  pay  in full  any  particular
               installment  of  interest,  then  to  the  payment  ratably,
               according  to the amounts due on  such installment, and (ii)
               second,  to the payment  to the persons  entitled thereto of
               the  unpaid principal of any  of the Bonds  which shall have
               become due (other  than Bonds called for  redemption for the
               payment of which money is held pursuant to the provisions of
               this Ordinance),  with interest on such Bonds  at their rate
               from the respective dates upon which they became due and, if
               the  amount available shall not be sufficient to pay in full
               Bonds  due  on  any  particular  date,  together  with  such
               interest,  then to  the  payment ratably,  according to  the
               amount of principal and  interest due on such date,  in each
               case  to   the   persons  entitled   thereto,  without   any
               discrimination or privilege.

                    (b) If the principal of all the Bonds shall have become
               due and payable,  all such  moneys shall be  applied to  the
               payment of  the principal and  interest then due  and unpaid
               upon  the  Bonds,  with  interest on  overdue  interest  and
               principal,  as aforesaid, without  preference or priority of
               principal over interest or of interest over principal, or of
               any installment  of interest  over any other  installment of
               interest,  or of  any  Bond over  any  other Bond,  ratably,
               according to the amounts  due respectively for principal and
               interest,  to  the  persons  entitled  thereto  without  any
               discrimination or privilege.

                    (c) If the principal of all the Bonds shall have become
               due  and payable, and if acceleration of the maturity of the
               Bonds  by reason of  such Event of  Default shall thereafter
               have  been rescinded  and annulled  under the  provisions of
               this Article IX,  then, subject to the  provisions of clause
               (b)  of this Section 9.10  which shall be  applicable in the
               event that the principal of all the Bonds shall later become
               due and payable, the  moneys shall be applied in  accordance
               with the provisions of clause (a) of this Section 9.10.

               Section 9.11.  Severability  of Remedies.  It is the purpose
          and intention of this  Article IX to provide rights  and remedies
          to the Trustee and the Owners which may be lawfully granted under
          the provisions  of the Act, but should any right or remedy herein
          granted be held to  be unlawful, the Trustee and the Owners shall
          be entitled, as above set forth,  to every other right and remedy
          provided in this Ordinance and by law.

               Section 9.12.  No  Obligation of  City to  Act.   Subject to
          Sections 7.04 and 7.05, the City shall have no obligation to take
          any action  or pursue any right  or remedy of the  Trustee or any
          Owner  under  this Ordinance  or  otherwise,  including, but  not
          limited to, taking any action in a bankruptcy proceeding.


                                      ARTICLE X

                TRUSTEE; PAYING AGENT AND CO-PAYING AGENTS; REGISTRAR

               Section 10.01. Acceptance  of  Trusts.    By  executing  the
          Acceptance  of the Duties of  the Trustee and  the certificate of
          authentication with  respect to  each of  the Bonds,  the Trustee
          shall signify its acceptance and agreement to  execute the trusts
          hereby created, but only  upon the additional terms set  forth in
          this  Article X,  to  all  of  which  the  City  agrees  and  the
          respective Owners agree by their acceptance of delivery of any of
          the Bonds.

               Section 10.02. No   Responsibility   for   Recitals.     The
          recitals,   statements  and  representations  contained  in  this
          Ordinance or in the Bonds, save only the Trustee's authentication
          upon the Bonds, are not made by the Trustee, and the Trustee does
          not assume, and shall not have, any responsibility or  obligation
          for  the  correctness  of any  thereof.    The  Trustee makes  no
          representation  as  to  the   validity  or  sufficiency  of  this
          Ordinance or the Bonds.

               Section 10.03. Limitations  on Liability.   The  Trustee may
          execute any of the trusts or powers hereof and perform the duties
          required  of  it  hereunder  by  or  through  attorneys,  agents,
          receivers, or  employees,  and shall  be  entitled to  advice  of
          counsel concerning  all matters of trust and  its duty hereunder,
          and  the Trustee  shall  not be  answerable  for the  default  or
          misconduct  of any  such attorney,  agent, receiver,  or employee
          selected by  it with reasonable  care.  The Trustee  shall not be
          answerable for the exercise of any discretion or power under this
          Ordinance or for anything whatsoever in connection with the trust
          created hereby, except only for its own negligence or bad faith.

               Anything in  this Ordinance to the contrary notwithstanding,
          the  Trustee shall in no event be  required to expend or risk its
          own funds  or otherwise incur personal financial liability in the
          performance of any of its duties or in the exercise of any of its
          rights  or  powers,  if there  shall  be  reasonable grounds  for
          believing that the repayment of such funds or  adequate indemnity
          against such liability is not reasonably assured to it.

               Section 10.04. Compensation,  Expenses  and  Advances.   The
          Trustee,  the  Paying  Agent  and any  Co-Paying  Agent,  and the
          Registrar under  this Ordinance  shall be entitled  to reasonable
          compensation for  their services rendered hereunder  (not limited
          by any provision of law regarding the compensation of the trustee
          of  an  express  trust) and  to  reimbursement  for their  actual
          out-of-pocket  expenses  (including   counsel  fees)   reasonably
          incurred  in connection  therewith except  as  a result  of their
          negligence   or   bad  faith,   including,   without  limitation,
          compensation for any services rendered, and reimbursement for any
          expenses  incurred, at and subsequent  to the time  the Bonds are
          deemed  to have been paid in accordance with Article VIII hereof.
          If  the  City  shall fail  to  perform  any of  the  covenants or
          agreements contained in this  Ordinance, other than the covenants
          or agreements in respect of  the payment of the principal of  and
          premium, if  any, and interest on the  Bonds, the Trustee may, in
          its uncontrolled discretion  and without notice to the  Owners of
          the Bonds,  at any time and  from time to time,  make advances to
          effect performance  of the same  on behalf  of the City,  but the
          Trustee shall  be under no obligation  so to do; and  any and all
          such advances may bear interest at a rate per annum not exceeding
          the base rate then in  effect for 90-day commercial loans  by the
          Trustee  or  a  commercial   banking  affiliate  of  the  Trustee
          designated as such by the Trustee in the city in which is located
          the  Principal Office of the  Trustee (or such  affiliate, as the
          case may be) to borrowers of the highest credit standing;  but no
          such advance shall operate  to relieve the City from  any default
          hereunder.   In Section 5.04  of the Sale  Agreement, the Company
          has  agreed  that  it will  pay  to  the  Trustee (including  any
          predecessor Trustee),  the Paying  Agent and any  Co-Paying Agent
          and   the  Registrar,  such  compensation  and  reimbursement  of
          expenses and  advances, but the  Company may, without  creating a
          default hereunder,  contest in  good faith the  reasonableness of
          any such services, expenses  and advances.  If the  Company shall
          have failed to make any payment to the Trustee or any predecessor
          Trustee under Section 5.04 of the Sale Agreement and such failure
          shall  have  resulted  in an  Event  of  Default  under the  Sale
          Agreement, the Trustee, and  any predecessor Trustee, shall have,
          in addition to  any other rights hereunder, a claim, prior to the
          claim of the Owners, for the  payment of its compensation and the
          reimbursement of its  expenses and  any advances made  by it,  as
          provided in this Section  10.04, upon the moneys  and obligations
          in the Bond Fund; provided, however, that neither the Trustee nor
          any  predecessor Trustee shall have any such claim upon moneys or
          obligations  deposited  with or  paid  to  the  Trustee  for  the
          redemption or payment of Bonds which are deemed to have been paid
          in accordance with Article VIII hereof.

               In  Section 5.05  of  the Sale  Agreement,  the Company  has
          agreed to  indemnify the Trustee  and any predecessor  Trustee to
          the extent provided therein.

               Section 10.05. Notice  of  Events of  Default.   The Trustee
          shall not  be  required to  take  notice, or  be  deemed to  have
          notice, of any default  or Event of Default under  this Ordinance
          other  than an Event  of Default under  clause (a) or  (b) of the
          first  paragraph  of  Section  9.01  hereof,  unless  an  officer
          assigned  by  the  Trustee  to  administer  its  corporate  trust
          business  has  been  specifically  notified in  writing  of  such
          default  or  Event  of Default  by  Owners  of  at least  33%  in
          principal amount of the Bonds then Outstanding.  The Trustee may,
          however, at any time, in its  discretion, require of the City and
          the  Company full information and advice as to the performance of
          any of the covenants, conditions and agreements contained herein.

               Section 10.06. Action  by  Trustee.   The  Trustee shall  be
          under no obligation to  take any action in respect of any default
          or  Event  of  Default  hereunder  or  toward  the  execution  or
          enforcement of any of the trusts hereby created, or to institute,
          appear  in or defend any  suit or other  proceeding in connection
          therewith,  unless requested in writing  so to do  by Owners of a
          majority in principal  amount of the Bonds then Outstanding, and,
          if in its  opinion such action may tend to  involve it in expense
          or liability, unless furnished, from time to  time as often as it
          may require, with security and indemnity satisfactory to it.  The
          foregoing provisions  are intended only for the protection of the
          Trustee,  and shall not affect  any discretion or  power given by
          any provisions of this Ordinance to the Trustee to take action in
          respect of any default or Event of Default without such notice or
          request from the Owners of the Bonds, or without such security or
          indemnity.

               Section 10.07. Good Faith  Reliance.  The  Trustee shall  be
          protected and shall incur no liability in acting or proceeding in
          good  faith  upon   any  resolution,  notice,   telegram,  telex,
          facsimile  transmission,  request, consent,  waiver, certificate,
          statement, affidavit, voucher, bond,  requisition or other  paper
          or document which it  shall in good faith  believe to be  genuine
          and to  have been passed or  signed by the proper  board, body or
          person or to have been prepared and furnished  pursuant to any of
          the provisions of this  Ordinance or the Sale Agreement,  or upon
          the  written opinion  of  any attorney,  engineer, accountant  or
          other  expert believed by the Trustee to be qualified in relation
          to the subject matter, and the  Trustee shall be under no duty to
          make any investigation or inquiry  as to any statements contained
          or matters referred to in any such instrument, but may accept and
          rely  upon the  same  as conclusive  evidence  of the  truth  and
          accuracy of  such statements.   Neither the  Trustee, the  Paying
          Agent,  any Co-Paying Agent nor  the Registrar shall  be bound to
          recognize any person as an Owner of a Bond or to take  any action
          at  his request unless  the ownership of  such Bond  is proved as
          contemplated in Section 11.01 hereof.

               Section 10.08. Dealings in  Bonds and with the  City and the
          Company.  The Trustee,  the Paying Agent, any Co-Paying  Agent or
          the  Registrar, in its individual  or any other  capacity, may in
          good faith  buy, sell, own,  hold and  deal in any  of the  Bonds
          issued hereunder, and may join in any action which any Owner of a
          Bond  may be entitled to  take with like effect  as if it did not
          act  in any capacity hereunder.   The Trustee,  the Paying Agent,
          any  Co-Paying Agent or the  Registrar, in its  individual or any
          other  capacity, either as principal or agent, may also engage in
          or be interested in  any financial or other transaction  with the
          City or the Company, and may act as depositary, trustee, or agent
          for any committee  or body of Owners  of Bonds secured  hereby or
          other obligations of the  City as freely as if it did  not act in
          any capacity hereunder.

               Section 10.09. Allowance of Interest.   The Trustee may, but
          shall not be  obligated to,  allow and credit  interest upon  any
          moneys which  it  may  at  any  time receive  under  any  of  the
          provisions  of  this  Ordinance, at  such  rate,  if  any, as  it
          customarily allows upon similar  funds of similar size  and under
          similar  conditions.   All  interest allowed  on any  such moneys
          shall  be  credited as  provided in  Article  IV with  respect to
          interest on investments.

               Section 10.10. Construction of Ordinance.   The Trustee  may
          construe any of the  provisions of this Ordinance insofar  as the
          same  may appear to be  ambiguous or inconsistent  with any other
          provision  hereof, and  any construction  of any  such provisions
          hereof  by the Trustee  in good faith  shall be  binding upon the
          Owners of the Bonds.

               Section 10.11. Resignation  of  Trustee.   The  Trustee  may
          resign  and be discharged of the trusts created by this Ordinance
          by executing an  instrument in writing  resigning such trust  and
          specifying the  date when such resignation shall take effect, and
          filing the  same with the  City Clerk  of the City  and with  the
          Company,  not  less than  forty-five  (45) days  before  the date
          specified  in such  instrument when  such resignation  shall take
          effect, and by  giving notice of such resignation by  Mail to all
          Owners of Bonds.  Such resignation shall take effect on the later
          to occur of (i) the day specified in such instrument  and notice,
          unless previously  a successor Trustee shall  have been appointed
          as hereinafter  provided, in  which event such  resignation shall
          take effect  immediately upon  the appointment of  such successor
          Trustee and (ii) the appointment of a successor Trustee.

               So long  as no event which  is, or after notice  or lapse of
          time,  or  both, would  become, an  Event  of Default  shall have
          occurred and be continuing,  if the City shall have  delivered to
          the  Trustee (i)  an instrument  appointing a  successor Trustee,
          effective as of a  date specified therein and (ii)  an instrument
          of  acceptance of such appointment, effective as of such date, by
          such  successor Trustee  in  accordance with  Section 10.16,  the
          Trustee  shall be deemed to have resigned as contemplated in this
          Section,  the  successor Trustee  shall  be deemed  to  have been
          appointed pursuant  to subsection (b)  of Section 10.13  and such
          appointment shall be deemed to have been accepted as contemplated
          in Section 10.16,  all as of such date,  and all other provisions
          of  this  Article X  shall  be  applicable to  such  resignation,
          appointment and acceptance except to the extent inconsistent with
          this  paragraph.  The City  shall deliver any  such instrument of
          appointment at the direction of the Company.

               Section 10.12. Removal  of  Trustee.    The Trustee  may  be
          removed at any  time by filing with  the Trustee so  removed, and
          with  the City and the  Company, an instrument  or instruments in
          writing, appointing a successor,  or an instrument or instruments
          in writing, consenting  to the  appointment by the  City (at  the
          direction  of the Company) of  a successor and  accompanied by an
          instrument  of appointment by the  City (at the  direction of the
          Company) of such successor,  and in any event executed  by Owners
          of not less than a majority in principal amount of the Bonds then
          Outstanding, such filing to be made by any Owner of a Bond or his
          duly authorized attorney.

               Section 10.13. Appointment  of  Successor Trustee.    (a) In
          case at any  time the Trustee shall be removed,  or be dissolved,
          or if its property or affairs shall be taken under the control of
          any state  or federal  court  or administrative  body because  of
          insolvency or bankruptcy, or for any other reason, then a vacancy
          shall  forthwith  and ipso  facto exist  and  a successor  may be
          appointed, and in case at any time the Trustee shall resign or be
          deemed  to have resigned, then  a successor may  be appointed, by
          filing with the  City and  the Company an  instrument in  writing
          appointing such successor  Trustee executed by Owners of not less
          than a  majority in principal  amount of Bonds  then Outstanding.
          Copies of such instrument shall be promptly delivered by the City
          to  the predecessor Trustee to  the Trustee so  appointed and the
          Company.

               (b)  Until a  successor Trustee  shall be  appointed by  the
          Owners  of  the  Bonds as  herein  authorized,  the  City, by  an
          instrument authorized  by resolution,  shall appoint  a successor
          Trustee as directed by the Company.  After any appointment by the
          City, it shall  cause notice of  such appointment to be  given by
          Mail to all Owners of Bonds.  Any new Trustee so appointed by the
          City shall immediately and without further act be superseded by a
          Trustee appointed by the Owners of  the Bonds in the manner above
          provided.

               (c)    No  resignation or  removal  of  the  Trustee and  no
          appointment of a successor Trustee pursuant to this Article shall
          become  effective  until the  acceptance  of  appointment by  the
          successor Trustee.

               Section 10.14. Qualifications of Successor  Trustee.   Every
          successor  Trustee  (a) shall  be a  bank  or trust  company duly
          organized under  the laws  of the United  States or any  state or
          territory thereof authorized  by law  to perform  all the  duties
          imposed upon it  by this  Ordinance and  (b) shall  have (or  the
          parent  holding company of  which shall have)  a combined capital
          stock, surplus and  undivided profits of at least $100,000,000 if
          there can be located, with reasonable effort, such an institution
          willing  and able to accept the trust on reasonable and customary
          terms.

               Section 10.15. Judicial  Appointment  of Successor  Trustee.
          In case at any  time the Trustee shall resign  and no appointment
          of  a successor Trustee shall  be made pursuant  to the foregoing
          provisions of this  Article X prior to the date  specified in the
          notice of resignation  as the  date when such  resignation is  to
          take  effect, the retiring Trustee may forthwith apply to a court
          of  competent jurisdiction  for  the appointment  of a  successor
          Trustee.   If no appointment of a successor Trustee shall be made
          pursuant to the foregoing provisions of this Article X within six
          months  after  a vacancy  shall have  occurred  in the  office of
          Trustee, any Owner of a Bond may apply to any  court of competent
          jurisdiction  to appoint  a  successor Trustee.   Such  court may
          thereupon, after such notice,  if any, as it may  deem proper and
          prescribe, appoint a successor Trustee.

               Section 10.16. Acceptance  of  Trusts by  Successor Trustee.
          Any   successor  Trustee   appointed  hereunder   shall  execute,
          acknowledge and deliver to the  City an instrument accepting such
          appointment  hereunder, and  thereupon  such  successor  Trustee,
          without any  further act, deed  or conveyance, shall  become duly
          vested with  all the  estates, property, rights,  powers, trusts,
          duties and obligations of its predecessor in the trust hereunder,
          with like effect  as if  originally named Trustee  herein.   Upon
          request  of such Trustee,  such predecessor Trustee  and the City
          shall  execute and  deliver  an instrument  transferring to  such
          successor Trustee  all the estates, property,  rights, powers and
          trusts hereunder of such predecessor  Trustee and, subject to the
          provisions  of  Section  10.04 hereof,  such  predecessor Trustee
          shall  pay over  to the  successor Trustee  all moneys  and other
          assets at the time held by it hereunder.

               Section 10.17. Successor  by Merger  or Consolidation.   Any
          corporation or  association into which any  Trustee hereunder may
          be merged or converted or with  which it may be consolidated,  or
          any  corporation  or association  resulting  from  any merger  or
          consolidation  to which any Trustee hereunder shall be a party or
          any corporation or association  succeeding to the corporate trust
          business of  the Trustee, shall  be the  successor Trustee  under
          this Ordinance, without the  execution or filing of any  paper or
          any further act on  the part of the  parties hereto, anything  in
          this Ordinance to the contrary notwithstanding.

               If,  at the  time any  such successor  to the  Trustee shall
          succeed to the trusts created by this Ordinance, any of the Bonds
          shall have  been authenticated but not  delivered, such successor
          Trustee  may  adopt  the  certificate of  authentication  of  any
          predecessor Trustee and deliver  such Bonds so authenticated; and
          if  at  that  time,  any  of  the  Bonds  shall   not  have  been
          authenticated, such successor Trustee may authenticate such Bonds
          either in  the name of any  such predecessor hereunder  or in the
          name  of such successor; and, in all such cases, such certificate
          of  authentication shall have the full force which it is anywhere
          in the Bonds or  in this Ordinance provided that  the certificate
          of authentication  of the Trustee shall  have; provided, however,
          that  the right to adopt the certificate of authentication of any
          predecessor Trustee or to  authenticate Bonds in the name  of any
          predecessor  Trustee  shall  apply   only  to  its  successor  or
          successors by merger, conversion or consolidation.

               Section 10.18. Standard of Care.  Notwithstanding  any other
          provisions  of  this Article  X,  the Trustee  shall,  during the
          existence of an Event  of Default of which the Trustee has actual
          notice, exercise  such of the rights  and powers vested in  it by
          this Ordinance and use the same degree of skill and care in their
          exercise  as a  prudent  man would  use  and exercise  under  the
          circumstances in the conduct of his own affairs.

               Section 10.19. Notice   to  Owners  of  Bonds  of  Event  of
          Default.  If an Event  of Default occurs of which the  Trustee by
          Section 10.05 hereof  is required  to take notice  and deemed  to
          have notice,  or any other Event  of Default occurs  of which the
          Trustee has been specifically notified in accordance with Section
          10.05 hereof, and any such Event of Default shall continue for at
          least two days after the Trustee acquires actual  notice thereof,
          unless the  Trustee  shall have  theretofore  given a  notice  of
          acceleration pursuant  to Section 9.01 hereof,  the Trustee shall
          give Notice by Mail to all Owners of Outstanding Bonds.

               Section 10.20. Intervention in  Litigation of the City.   In
          any judicial proceeding to which the City is a party and which in
          the  opinion of  the Trustee  and its  counsel has  a substantial
          bearing on  the interests of the Owners of Bonds, the Trustee may
          intervene on behalf of  the Owners of the  Bonds and shall,  upon
          receipt  of indemnity satisfactory to  it, do so  if requested in
          writing by Owners of a majority in principal  amount of the Bonds
          then Outstanding if permitted by the court having jurisdiction in
          the premises.

               Section 10.21. Paying  Agent; Co-Paying  Agents.   The  City
          shall, with the approval of the Company, appoint the Paying Agent
          for the Bonds and may at any time or from time to time,  with the
          approval of the Company, appoint one or more Co-Paying Agents for
          the Bonds, subject to  the conditions set forth in  Section 10.22
          hereof.    The  Paying  Agent  and  each  Co-Paying  Agent  shall
          designate to  the Trustee  its Principal  Office and  signify its
          acceptance  of  the  duties   and  obligations  imposed  upon  it
          hereunder by a written instrument of acceptance delivered to  the
          City  and the  Trustee in  which such  Paying Agent  or Co-Paying
          Agent will agree, particularly:

                    (a) to hold all sums held  by it for the payment of the
               principal  of and premium, if  any, or interest  on Bonds in
               trust for the benefit of the Owners of the Bonds until  such
               sums shall be paid  to such Owners or otherwise  disposed of
               as herein provided;

                    (b)  to  keep  such  books  and  records  as  shall  be
               consistent  with  prudent industry  practice,  to make  such
               books and records available for inspection  by the City, the
               Trustee  and the Company at all reasonable times and, in the
               case of  a Co-Paying  Agent, to promptly  furnish copies  of
               such books and records to the Paying Agent; and

                    (c)  in the case of a Co-Paying Agent, upon the request
               of the  Paying Agent,  to  forthwith deliver  to the  Paying
               Agent all sums so held in trust by such Co-Paying Agent.

               The City shall cooperate with the Trustee and the Company to
          cause  the necessary arrangements to be made and to be thereafter
          continued  whereby funds  derived from  the sources  specified in
          Sections  4.03  and 4.04  hereof will  be  made available  to the
          Paying Agent and each Co-Paying Agent for the payment when due of
          the principal of, premium, if any, and interest on the Bonds.

               Section 10.22. Qualifications of Paying Agent  and Co-Paying
          Agents; Resignation; Removal.  The Paying Agent and any Co-Paying
          Agent shall be a corporation  or association duly organized under
          the  laws  of the  United  States  of  America  or any  state  or
          territory thereof,  having a combined capital  stock, surplus and
          undivided profits of  at least $15,000,000 and authorized  by law
          to perform all the duties imposed upon it by this Ordinance.  The
          Paying Agent and any Co-Paying Agent  may at any time resign  and
          be discharged  of  the duties  and  obligations created  by  this
          Ordinance by giving at least sixty (60) days' notice to the City,
          the Company and the Trustee.  The Paying Agent  and any Co-Paying
          Agent  may  be  removed at  any  time, at  the  direction  of the
          Company, by an  instrument, signed  by the City,  filed with  the
          Paying Agent or  such Co-Paying  Agent, as the  case may be,  and
          with the Trustee.

               In the event  of the  resignation or removal  of the  Paying
          Agent  or any Co-Paying Agent, the Paying Agent or such Co-Paying
          Agent, as the case may be, shall pay over, assign and deliver any
          moneys held by it in such  capacity to its successor or, if there
          be no successor, to the Trustee.

               In the event that  the City shall  fail to appoint a  Paying
          Agent  hereunder, or  in the  event that  the Paying  Agent shall
          resign or  be removed,  or be  dissolved, or  if the property  or
          affairs of the  Paying Agent shall be taken under  the control of
          any state  or  federal court  or administrative  body because  of
          bankruptcy or insolvency, or  for any other reason, and  the City
          shall  not have  appointed  its successor  as  Paying Agent,  the
          Trustee shall ipso facto be deemed to be the Paying Agent for all
          purposes of this Ordinance  until the appointment by the  City of
          the Paying Agent or successor Paying Agent, as the case may be.

               Upon  the  appointment  of  a successor  Paying  Agent,  the
          Trustee shall give notice thereof by Mail to all Owners of Bonds.

               Section 10.23. Registrar.  The City shall, with the approval
          of the Company, appoint  the Registrar for the Bonds,  subject to
          the  conditions set forth in Section 10.24 hereof.  The Registrar
          shall designate to the  Trustee its Principal Office  and signify
          its  acceptance  of the  duties imposed  upon  it hereunder  by a
          written  instrument of acceptance  delivered to the  City and the
          Trustee in which such Registrar will agree, particularly, to keep
          such  books  and records  as  shall  be consistent  with  prudent
          industry  practice and to  make such books  and records available
          for inspection  by the City, the  Trustee and the  Company at all
          reasonable times.

               The City shall cooperate with the Trustee and the Company to
          cause  the necessary arrangements to be made and to be thereafter
          continued whereby  Bonds, executed by the  City and authenticated
          by   the  Trustee,   shall  be   made  available   for  exchange,
          registration and registration of transfer at the Principal Office
          of the Registrar.  The City shall cooperate with the Trustee, the
          Registrar and the Company to cause the necessary arrangements  to
          be made and thereafter continued whereby the Paying Agent and any
          Co-Paying  Agent  shall  be  furnished  such  records  and  other
          information,  at such times, as  shall be required  to enable the
          Paying Agent and such  Co-Paying Agent to perform the  duties and
          obligations imposed upon them hereunder.

               Section 10.24. Qualifications  of   Registrar;  Resignation;
          Removal.   The Registrar  shall be  a corporation  or association
          duly organized under the laws of the  United States of America or
          any state  or territory thereof, having a combined capital stock,
          surplus  and  undivided  profits  of  at  least  $15,000,000  and
          authorized by  law to perform all  the duties imposed  upon it by
          this Ordinance.   The  Registrar may  at any  time resign and  be
          discharged  of  the  duties   and  obligations  created  by  this
          Ordinance by giving at least sixty (60) days' notice to the City,
          the Trustee and the Company.  The Registrar may be removed at any
          time, at the direction of the Company, by an instrument signed by
          the City filed with the Registrar and the Trustee.

               In the event of the resignation or removal of the Registrar,
          the Registrar shall deliver any Bonds held by it in such capacity
          to its successor or, if there be no successor, to the Trustee.

               In the event that the City shall fail to appoint a Registrar
          hereunder, or in the event that  the Registrar shall resign or be
          removed,  or be dissolved,  or if the property  or affairs of the
          Registrar  shall be  taken  under the  control  of any  state  or
          federal  court or  administrative body  because of  bankruptcy or
          insolvency, or for  any other reason, and the City shall not have
          appointed  its successor  as  Registrar, the  Trustee shall  ipso
          facto be deemed  to be  the Registrar  for all  purposes of  this
          Ordinance until the appointment  by the City of the  Registrar or
          successor Registrar, as the case may be.

               Upon the  appointment of a successor  Registrar, the Trustee
          shall give notice thereof by Mail to all Owners of Bonds.

               Section 10.25. Several  Capacities.  Anything  herein to the
          contrary notwithstanding, the same  entity may serve hereunder as
          the  Trustee, the  Paying  Agent or  a  Co-Paying Agent  and  the
          Registrar and in any combination of such capacities to the extent
          permitted by law.


                                      ARTICLE XI

                   EXECUTION OF INSTRUMENTS BY OWNERS OF BONDS AND
                             PROOF OF OWNERSHIP OF BONDS

               Section 11.01. Execution of Instruments; Proof of Ownership.
          Any request,  direction, consent or other  instrument in writing,
          whether  or not  required or  permitted by  this Ordinance  to be
          signed or executed by Owners  of the Bonds, may be in  any number
          of concurrent instruments of  similar tenor and may be  signed or
          executed by  Owners of the Bonds  or by an agent  appointed by an
          instrument  in writing.    Proof of  the  execution of  any  such
          instrument  and of the ownership of Bonds shall be sufficient for
          any purpose of this Ordinance and shall be conclusive in favor of
          the  Trustee with  regard to any  action taken  by it  under such
          instrument if made in the following manner:

                    (a) The fact and date of the execution by any person of
               any  such instrument may be proved by the certificate of any
               officer in  any jurisdiction who,  by the laws  thereof, has
               power to take  acknowledgments within such jurisdiction,  to
               the  effect   that  the   person  signing  such   instrument
               acknowledged  before him  the  execution thereof,  or by  an
               affidavit of a witness to such execution.

                    (b) The ownership or former ownership of Bonds shall be
               proved by  the registration books kept  under the provisions
               of Section 2.08 hereof.

               Nothing contained in  this Article XI shall  be construed as
          limiting  the Trustee to such  proof, it being  intended that the
          Trustee may  accept any other  evidence of matters  herein stated
          which it  may deem  sufficient.   Any request or  consent of  any
          Owner of a Bond shall bind every future Owner of the same Bond or
          any Bond or  Bonds issued in lieu thereof in  respect of anything
          done by the Trustee or  the City in pursuance of such  request or
          consent.


                                     ARTICLE XII

                MODIFICATION OF THIS ORDINANCE AND THE SALE AGREEMENT

               Section 12.01. Limitations.  Neither  this Ordinance nor the
          Sale  Agreement  shall  be  modified or  amended  in  any respect
          subsequent  to the  original  issuance  of  the Bonds  except  as
          provided  in and in accordance with and subject to the provisions
          of this Article XII and Section 7.04 hereof.

               The Trustee may, but  shall not be obligated to,  accept any
          Supplemental  Ordinance which affects  the Trustee's  own rights,
          duties or immunities under this Ordinance or otherwise.

               Section 12.02. Supplemental    Ordinances   without    Owner
          Consent.   The City  may,  from time  to time  and  at any  time,
          without the  consent of  or notice  to the  Owners of the  Bonds,
          adopt,  and the  Trustee may  accept, Supplemental  Ordinances as
          follows:

                    (a) to cure any formal defect, omission,  inconsistency
               or ambiguity in this Ordinance, provided, however, that such
               cure shall not materially and adversely affect the interests
               of the Owners of the Bonds;

                    (b)  to grant to or  confer or impose  upon the Trustee
               for  the benefit of the  Owners of the  Bonds any additional
               rights, remedies, powers,  authority, security,  liabilities
               or  duties  which  may  lawfully be  granted,  conferred  or
               imposed;

                    (c)  to add  to the  covenants and  agreements  of, and
               limitations  and   restrictions  upon,  the  City   in  this
               Ordinance  other  covenants,  agreements,   limitations  and
               restrictions to be observed by the City;

                    (d) to confirm, as further assurance, any pledge under,
               and the subjection to  any claim, lien or pledge  created or
               to be  created  by,  this  Ordinance, of  the  Receipts  and
               Revenues of the City from the Sale Agreement or of any other
               moneys, securities or funds;

                    (e)   to   authorize   a   different   denomination  or
               denominations  of  the   Bonds  and   to  make   correlative
               amendments  and modifications  to  this Ordinance  regarding
               exchange  ability  of  Bonds  of   different  denominations,
               redemptions of portions of Bonds of particular denominations
               and  similar amendments  and  modifications of  a  technical
               nature;

                    (f)  to  modify,   alter,  supplement  or  amend   this
               Ordinance in  such manner as shall  permit the qualification
               hereof under the Trust  Indenture Act of 1939, as  from time
               to time amended;

                    (g)  to   modify,  alter,  supplement  or   amend  this
               Ordinance in such manner as shall be necessary, desirable or
               appropriate  in  order  to  provide  for  or  eliminate  the
               registration  and registration  of  transfer  of  the  Bonds
               through a book-entry  or similar method, whether  or not the
               Bonds are evidenced by certificates;

                    (h)  to   modify,  alter,  amend  or   supplement  this
               Ordinance  in  any other  respect  which  is not  materially
               adverse  to the Owners and  which does not  involve a change
               described  in clause  (i),  (ii), (iii)  or (iv)  of Section
               12.03(a) hereof; and

                    (i) to provide any additional procedures, covenants  or
               agreements necessary or desirable to maintain the tax-exempt
               status of interest on the Bonds.

               Before the City  shall adopt, and the  Trustee shall accept,
          any Supplemental Ordinance pursuant to this  Section 12.02, there
          shall have been delivered to the City and the Trustee  an opinion
          of  Bond  Counsel stating  that  such  Supplemental Ordinance  is
          authorized  or permitted by this  Ordinance and the Act, complies
          with their respective terms, will,  upon the adoption thereof, be
          valid and binding upon the City in  accordance with its terms and
          will not, in and  of itself, adversely affect the  exclusion from
          gross  income for  federal tax  purposes of  the interest  on the
          Bonds.

               Section 12.03. Supplemental   Ordinances  with   Consent  of
          Owners.    (a)  Except  for any  Supplemental  Ordinance  adopted
          pursuant to  Section  12.02  hereof, subject  to  the  terms  and
          provisions contained in this Section  12.03 and Section 12.05 and
          not  otherwise, Owners of not  less than a  majority in aggregate
          principal  amount of  the Bonds then  Outstanding which  would be
          adversely affected thereby shall have the right from time to time
          to  consent  to  and  approve  the  adoption  by  the  City,  and
          acceptance by  the Trustee, of any  Supplemental Ordinance deemed
          necessary or desirable by the City for the purposes of modifying,
          altering,  amending,   supplementing   or  rescinding,   in   any
          particular,  any of  the terms  or provisions  contained  in this
          Ordinance; provided, however, that, unless approved in writing by
          the  Owners  of all  the Bonds  then  Outstanding which  would be
          adversely   affected  thereby,  nothing  herein  contained  shall
          permit, or be construed as permitting, (i) a change in the times,
          amounts or currency of payment of the principal of or premium, if
          any,  or interest  on any  Outstanding Bond,  a reduction  in the
          principal amount or redemption price of any Outstanding Bond or a
          change in  the rate of interest thereon, or any impairment of the
          right of any Owner to institute suit for the payment  of any Bond
          owned by it, or (ii)  the creation of a claim or lien  upon, or a
          pledge  of, the Receipts  and Revenues of the  City from the Sale
          Agreement ranking prior to or on a parity with the claim, lien or
          pledge  created  by  this Ordinance  (except  as  referred  to in
          Section 10.04 hereof), or  (iii) a preference or priority  of any
          Bond  or Bonds over any other Bond  or Bonds, or (iv) a reduction
          in the aggregate  principal amount  of Bonds the  consent of  the
          Owners of which  is required for any such  Supplemental Ordinance
          or  which  is required,  under  Section  12.07  hereof,  for  any
          modification, alteration,  amendment  or supplement  to the  Sale
          Agreement.

               (b)  If at any  time the City  shall request  the Trustee to
          accept any Supplemental Ordinance for any of the purposes of this
          Section 12.03, the  Trustee shall  cause notice  of the  proposed
          Supplemental  Ordinance  to be  given by  Mail  to all  Owners of
          Outstanding Bonds.    Such notice  shall  briefly set  forth  the
          nature  of the  proposed Supplemental  Ordinance and  shall state
          that a  copy thereof is  on file at  the Principal Office  of the
          Trustee for inspection by all Owners of Bonds.

               (c) Within two years  after the date of the first mailing of
          such notice, the City may adopt, and the Trustee may accept, such
          Supplemental Ordinance  in  substantially the  form described  in
          such notice only if there shall have first been delivered  to the
          Trustee (i) the required consents, in writing, of Owners of Bonds
          and  (ii)  an   opinion  of  Bond   Counsel  stating  that   such
          Supplemental   Ordinance  is  authorized  or  permitted  by  this
          Ordinance and the Act, complies with their  respective terms and,
          upon the adoption  thereof, will  be valid and  binding upon  the
          City in accordance with its terms and will not, in and of itself,
          adversely affect the exclusion from  gross income for federal tax
          purposes of the interest on the Bonds.

               (d)  If  Owners of  not less  than  the percentage  of Bonds
          required by  this  Section  12.03 shall  have  consented  to  and
          approved the  execution and delivery thereof  as herein provided,
          no Owner shall have any  right to object to the adoption  of such
          Supplemental  Ordinance, or  to object  to any  of the  terms and
          provisions contained  therein or the operation thereof, or in any
          manner to question the  propriety of the adoption thereof,  or to
          enjoin or restrain  the City  or the Trustee  from executing  and
          delivering the same  or from  taking any action  pursuant to  the
          provisions thereof.

               Section 12.04. Effect of  Supplemental Ordinance.   Upon the
          adoption of any Supplemental Ordinance pursuant to the provisions
          of this Article  XII, this Ordinance shall  be, and be  deemed to
          be,  modified,  altered,  amended or  supplemented  in accordance
          therewith, and  the  respective rights,  duties  and  obligations
          under  this Ordinance of the City,  the Trustee and Owners of all
          Bonds then Outstanding shall thereafter be determined,  exercised
          and enforced under this Ordinance subject in all respects to such
          modifications, alterations, amendments and supplements.

               Section 12.05. Consent of the Company.   Anything herein  to
          the  contrary notwithstanding,  any Supplemental  Ordinance under
          this Article  XII which affects any rights, powers, agreements or
          obligations of the Company under  the Sale Agreement, or requires
          a  revision  of the  Sale Agreement,  shall not  become effective
          unless  and  until  the  Company  shall  have  consented to  such
          Supplemental Ordinance.

               Section 12.06. Amendment of Sale  Agreement without  Consent
          of Owners.  Without the consent of or notice to the Owners of the
          Bonds, the  City may enter into any  Supplemental Sale Agreement,
          and  the Trustee may  consent thereto, as may  be required (a) by
          the  provisions of the Sale Agreement and this Ordinance, (b) for
          the purpose of curing  any formal defect, omission, inconsistency
          or ambiguity  therein, (c) to provide  any additional procedures,
          covenants or  agreements necessary  or desirable to  maintain the
          tax-exempt  status of interest on the Bonds, or (d) in connection
          with  any other change therein which is not materially adverse to
          the Owners of the Bonds.

               Before the  City shall  enter into,  and  the Trustee  shall
          consent  to, any  Supplemental  Sale Agreement  pursuant to  this
          Section  12.06, there shall have  been delivered to  the City and
          the  Trustee  an  opinion  of  Bond  Counsel  stating  that  such
          Supplemental Sale  Agreement is  authorized or permitted  by this
          Ordinance  and the  Act,  complies with  their respective  terms,
          will,  upon the  execution  and delivery  thereof,  be valid  and
          binding  upon the  City and  the Company  in accordance  with its
          terms  and will  not,  in and  of  itself, adversely  affect  the
          exclusion from  gross income for federal tax purposes of interest
          on the Bonds.

               Section 12.07. Amendment of  Sale Agreement with  Consent of
          Owners.   Except  in the  case  of Supplemental  Sale  Agreements
          referred to in  Section 12.06  hereof, the City  shall not  enter
          into, and the Trustee shall not consent to, any Supplemental Sale
          Agreement without the written approval  or consent of the  Owners
          of not less than a majority in  aggregate principal amount of the
          Bonds then Outstanding which would be adversely affected thereby,
          given and procured as provided in Section 12.03 hereof; provided,
          however,  that, unless approved in  writing by the  Owners of all
          Bonds then Outstanding which would be adversely affected thereby,
          nothing  herein  contained  shall  permit,  or  be  construed  as
          permitting,  a change  in the  obligations of  the  Company under
          Section 5.02 of the  Sale Agreement.  If at any  time the City or
          the  Company shall request the consent of the Trustee to any such
          proposed  Supplemental  Sale Agreement,  the Trustee  shall cause
          notice of such proposed  Supplemental Sale Agreement to be  given
          in  the  same manner  as provided  by  Section 12.03  hereof with
          respect to  Supplemental Ordinances.   Such notice  shall briefly
          set forth the nature of such proposed Supplemental Sale Agreement
          and  shall state that copies of the instrument embodying the same
          are on file at the Principal Office of the Trustee for inspection
          by  all Owners of  the Bonds.   The City may  enter into, and the
          Trustee  may  consent to,  any  such  proposed Supplemental  Sale
          Agreement  subject  to the  same  conditions, and  with  the same
          effect,  as provided  by  Section 12.03  hereof  with respect  to
          Supplemental Ordinances.


                                     ARTICLE XIII

                                    MISCELLANEOUS

               Section 13.01. Successors of the City.  In the event of  the
          dissolution  of  the  City,   all  the  covenants,  stipulations,
          promises and  agreements in  this Ordinance  contained, by  or on
          behalf  of, or for the benefit of,  the City, shall bind or inure
          to the  benefit of the successors  of the City from  time to time
          and  any   entity,   officer,  board,   commission,   agency   or
          instrumentality to whom or to which any power or duty of the City
          shall be transferred.

               Section 13.02. Parties   in  Interest.    Except  as  herein
          otherwise  specifically  provided,   nothing  in  this  Ordinance
          expressed  or implied is intended or shall be construed to confer
          upon any person,  firm or  corporation other than  the City,  the
          Company  and the Trustee and their successors and assigns and the
          Owners of the Bonds any right, remedy or claim under or by reason
          of  this Ordinance, this Ordinance  being intended to  be for the
          sole  and  exclusive benefit  of the  City,  the Company  and the
          Trustee  and their successors and  assigns and the  Owners of the
          Bonds.

               Section 13.03. Ratification  of  Prior Action.    All action
          (not  inconsistent  with   the  provisions  of  this   Ordinance)
          heretofore taken by the City Council and the officers of the City
          directed toward the  refunding of  the Prior Bonds  and sale  and
          issuance of the Bonds and all action taken in connection with the
          use of proceeds of the Prior Bonds insofar as consistent with the
          Act, is ratified, approved and confirmed.

               Section 13.04. Severability.  In case any one or more of the
          provisions of this Ordinance or  of the Sale Agreement or  of the
          Bonds shall, for any  reason, be held to  be illegal or  invalid,
          such  illegality  or  invalidity   shall  not  affect  any  other
          provisions of this Ordinance or of the Sale  Agreement or of such
          Bonds, and this Ordinance  and the Sale Agreement and  such Bonds
          shall be construed  and enforced  as if such  illegal or  invalid
          provisions had not been contained herein or therein.

               Section 13.05. No Personal Liability of City Officials.   No
          covenant or agreement contained in the Bonds or in this Ordinance
          shall be deemed to be the covenant or agreement of any  director,
          official,  officer,  agent,  or  employee  of  the  City  in  his
          individual capacity, and  neither the members of the City Council
          of the City nor any official  executing the Bonds shall be liable
          personally on the Bonds  or be subject to any  personal liability
          or accountability by reason of the issuance thereof.

               Section 13.06. Bonds Owned by  the City or the  Company.  In
          determining whether  Owners of the requisite  aggregate principal
          amount of the Bonds  have concurred in any direction,  consent or
          waiver under this Ordinance, Bonds which are owned by the City or
          the  Company or by any  person directly or indirectly controlling
          or  controlled by or under direct or indirect common control with
          the Company (unless the City, the Company or such person owns all
          Bonds which  are then  Outstanding, determined without  regard to
          this Section 13.05)  shall be  disregarded and deemed  not to  be
          Outstanding  for the  purpose of  any such  determination, except
          that, for the purpose of determining whether the Trustee shall be
          protected in  relying on any  such direction, consent  or waiver,
          only  Bonds which  the Trustee  knows are  so owned  shall be  so
          disregarded.   Upon the request  of the Trustee,  the Company and
          the City shall  furnish to the Trustee  a certificate identifying
          all Bonds, if any, actually  known to either of them to  be owned
          or  held by  or for  the account  of  any of  the above-described
          persons,  and the  Trustee  shall be  entitled  to rely  on  such
          certificate as conclusive evidence of the facts set forth therein
          and that all other Bonds are Outstanding for the purposes of such
          determination.   Bonds so owned  which have been  pledged in good
          faith may be  regarded as Outstanding if the  pledgee establishes
          to the satisfaction  of the Trustee the pledgee's right so to act
          with respect to  such Bonds and that the pledgee  is not the City
          or the Company or any  person directly or indirectly  controlling
          or  controlled by or under direct or indirect common control with
          the Company. In case of a  dispute as to such right, any decision
          by the Trustee  taken upon  the advice of  counsel shall be  full
          protection to the Trustee.

               Section 13.07. Acceptance by  Trustee.  The execution by the
          party  designated and appointed as  Trustee of the acceptance set
          forth at the end of this Ordinance certified by the City Clerk of
          the  City shall  be sufficient  to constitute  said party  as the
          Trustee  hereunder  in  accordance  with  the  provisions  hereof
          without the execution of any other instrument.

               Section 13.08. Governing Law.  The laws of  the State of New
          Mexico  shall govern  the  construction and  enforcement of  this
          Ordinance and of all Bonds.

               Section 13.09. Notices.   Except  as  otherwise provided  in
          this Ordinance, all notices, certificates,  requests requisitions
          or other communications  by the City,  the Company, the  Trustee,
          the Paying Agent, any  Co-Paying Agent or the Registrar  pursuant
          to this Ordinance shall  be in writing and shall  be sufficiently
          given and shall be  deemed given when mailed by  registered mail,
          postage prepaid, addressed as  follows:  If  to the City, at  800
          Municipal   Drive,  Farmington,  New   Mexico  87401,  Attention:
          Treasurer; if to the  Company, at 220 West Sixth  Street, Tucson,
          Arizona 85702, Attention:   Treasurer; if to the Trustee,  at the
          address  specified in the resolution  of the City  Council of the
          City  appointing  the  Trustee;  if  to  the  Paying  Agent,  any
          Co-Paying Agent  or the Registrar,  at the address  designated in
          the  acceptance  of  appointment  or  engagement.    Any  of  the
          foregoing may, by notice  given hereunder to each of  the others,
          designate any further or  different addresses to which subsequent
          notices, certificates, requests or other  communications shall be
          sent hereunder.

               Section 13.10. Holidays.  If the date for making any payment
          or the last date for performance of any act or  the exercising of
          any  right, as provided in  this Ordinance, shall  be a Saturday,
          Sunday or  a public holiday in  the city in which  is located the
          Principal  Office of the Trustee, such payment may be made or act
          performed or right exercised on the next succeeding business day,
          with  the same force  and effect as  if done on  the nominal date
          provided  in this Ordinance, and no interest shall accrue for the
          period after such nominal date.  If the last day of any period of
          grace, as provided in this Ordinance, shall be a Saturday, Sunday
          or a public holiday in the city in which is located the Principal
          Office of the Trustee, the last day of such period of grace shall
          be deemed to be the next succeeding business day.

               Section 13.11. Emergency Circumstances.  The City Council of
          the City declares that emergency circumstances exist which are of
          an immediate danger to  the public health, safety and  welfare of
          the City and that this Ordinance shall therefore take effect five
          days after publication in The Farmington Daily Times of the title
          and a general summary of the subject matter thereof.

   <PAGE> 

               Passed, Adopted, Signed and Approved this 17th day of April,
          1997.




          (SEAL) 			/s/ Thomas C. Taylor
					------------------------
                                                   Mayor

          Attest:

                /s/ Mary L. Banks
          --------------------------------------------
                    City Clerk


               I,  Thomas C. Taylor, Mayor  of the City  of Farmington, New
          Mexico,  do  hereby  declare  that, pursuant  to  Section  3-17-3
          N.M.S.A.  1978, this  Ordinance  deals with  an  emergency of  an
          immediate  danger to the public health, safety and welfare of the
          City, and any publication of such Ordinance prior to its adoption
          is hereby declared to be unnecessary.


			/s/ Thomas C. Taylor
          ---------------------------------------------------------------
                                   Mayor


                         ACCEPTANCE OF DUTIES BY THE TRUSTEE


                    First  Trust  of  New  York,  National  Association, as
          Trustee, hereby accepts as of April 29, 1997  the trust under the
          foregoing Ordinance and the duties and obligations imposed on the
          Trustee thereby.



          FIRST TRUST OF NEW YORK,
                                               NATIONAL ASSOCIATION



                                             By /s/ Patrick J. Crowley	
						-----------------------	
                                                  Authorized Officer

          Attest:

		/s/ Steven Haas
          ----------------------------------------
                    Authorized Officer


   <PAGE> 
                                                                  EXHIBIT A


                                    (FORM OF BOND)

          No.


                            CITY OF FARMINGTON, NEW MEXICO
                           POLLUTION CONTROL REVENUE BOND,
                                    1997 SERIES A
                   (TUCSON ELECTRIC POWER COMPANY SAN JUAN PROJECT)

          INTEREST RATE (PER ANNUM):
          MATURITY DATE:                                         DATED:
          CUSIP:
          REGISTERED OWNER:
          PRINCIPAL AMOUNT:                                      DOLLARS


               The City of Farmington, an incorporated municipality, a body
          politic and  corporate, existing under the  Constitution and laws
          of  the  State  of New  Mexico,  United  States  of America  (the
          "City"), for value received, hereby promises to pay (but only out
          of the Receipts and Revenues of the City from the Sale Agreement,
          as hereinafter defined, and other moneys pledged therefor) to the
          Registered Owner  identified above or registered  assigns, on the
          Maturity  Date  set  forth   above,  upon  the  presentation  and
          surrender hereof, the Principal Amount set forth above and to pay
          (but  only out of the Receipts and  Revenues of the City from the
          Sale Agreement  and other  moneys pledged therefor),  interest on
          said Principal Amount until payment of said  Principal Amount has
          been made  or duly  provided for,  from the  date hereof,  at the
          Interest Rate set forth above, semi-annually on the first days of
          October  and April  in  each year,  commencing  October 1,  1997.
          Interest will  be calculated on  the basis of  a 360-day year  of
          twelve 30-day months.

               The  principal  of and  premium, if  any,  on this  Bond are
          payable  at  the principal  office of  First  Trust of  New York,
          National Association, as Paying Agent, or at the principal office
          of any co-paying agent appointed in accordance with the Ordinance
          (as hereinafter defined), at  the option of the Registered  Owner
          hereof.  Interest on this Bond is payable by check drawn upon the
          Paying Agent and mailed to  the Registered Owner of this Bond  as
          of the  close of business on  the Record Date (as  defined in the
          Ordinance), at  the registered address of  such Registered Owner;
          notwithstanding the  foregoing, upon request to  the Paying Agent
          by  a Registered Owner of  not less than  $1,000,000 in aggregate
          principal amount  of  Bonds, interest  on such  Bonds and,  after
          presentation and  surrender of such Bonds,  the principal thereof
          shall be  paid to such Registered  Owner by wire  transfer to the
          account maintained within the continental United States specified
          by such Registered Owner  or, if such Registered  Owner maintains
          an account with  the entity  acting as Paying  Agent, by  deposit
          into such  account.  Payment of the  principal of and premium, if
          any,  and interest on this Bond shall  be in any coin or currency
          of the United  States of America as,  at the respective  times of
          payment,  shall be  legal tender  for the  payment of  public and
          private debts.  
               As more fully provided  in the Ordinance, the Bonds  and the
          premium, if any, and interest thereon are not general obligations
          to  which the full faith and credit  of the City are pledged, but
          are  limited obligations of the  City, which is  obligated to pay
          the principal of  and premium, if any, and interest  on the Bonds
          only  out of the Receipts and Revenues  of the City from the Sale
          Agreement.   This Bond does  not, and shall  never, constitute an
          indebtedness  of  the  City  within  the  meaning  of  any  state
          constitutional provision or statutory limitation, and shall never
          constitute or give rise to a pecuniary liability of the City or a
          charge against its general credit or taxing powers.

               This Bond is one  of the duly  authorized issue of bonds  of
          the  City designated  as  Pollution Control  Revenue Bonds,  1997
          Series A (Tucson  Electric Power  Company San Juan  Project) (the
          "Bonds"), aggregating Eighty  Million Four  Hundred Ten  Thousand
          Dollars  ($80,410,000) in  principal  amount,  issued  under  and
          pursuant to the Constitution and laws of the State of New Mexico,
          particularly the Pollution Control Revenue Bond Act, Chapter 397,
          Laws of 1973  of the State of  New Mexico, 31st  Legislature, 1st
          Session, as amended (the "Act"), and Ordinance No. 97-1055 of the
          City adopted April 17, 1997  by the City Council of the  City and
          Resolution 
          No. 97-879  of  the City,  adopted  April 17,  1997  by the  City
          Council of  the City (collectively  the "Ordinance").   The Bonds
          are being issued to refund certain prior bonds issued by the City
          for the benefit of  Tucson Electric Power Company   a corporation
          organized and existing  under the  laws of the  State of  Arizona
          (the "Company"), for  the purpose  of defraying the  cost to  the
          Company  of  the acquisition,  construction  and  installation of
          certain  air   and  water   pollution  control  facilities   (the
          "Facilities")  at  Units  1 and  2  of  the  San Juan  Generating
          Station,  an  electric  power  generating  plant  located  within
          fifteen miles of the corporate limits of the City  but not within
          the corporate limits of any municipality, in San Juan County, New
          Mexico.   Pursuant  to an Amended  and Restated  Installment Sale
          Agreement (amending and restating the Original Sale Agreements as
          defined in the  Ordinance), dated as of April 1,  1997 (the "Sale
          Agreement"),  between the City and the Company, the prior sale by
          the  Company to the City of undivided interests in the Facilities
          and  the prior  sale  back of  such  undivided interests  in  the
          Facilities by the City to the Company has been confirmed.

               The  Bonds are  equally and ratably  secured, to  the extent
          provided  in  the  Ordinance, by  the  pledge  thereunder  of the
          "Receipts  and Revenues  of the  City from  the Sale  Agreement",
          which term is  used herein as defined in the  Ordinance and which
          as  therein defined  means  all moneys  paid  or payable  to  the
          Trustee for  the account of the City by the Company in respect of
          the  Purchase Price Payments (as such term is defined in the Sale
          Agreement), including  all receipts  of the Trustee  which, under
          the provisions  of  the Ordinance,  reduce  the amounts  of  such
          payments.  The City has also pledged  and assigned to the Trustee
          as  security for the Bonds all  other rights and interests of the
          City  under  the  Sale  Agreement   (other  than  its  rights  to
          indemnification and its administrative expenses and certain other
          rights).

               The  transfer  of this  Bond  shall be  registered  upon the
          registration books kept at the principal office of First Trust of
          New  York, National  Association,  as Registrar,  at the  written
          request  of  the registered  owner  hereof or  his  attorney duly
          authorized  in  writing,  upon surrender  of  this  Bond  at said
          office,  together   with   a  written   instrument  of   transfer
          satisfactory  to the  Registrar duly  executed by  the registered
          owner or his duly authorized attorney.

               In the manner and with the effect provided in the Ordinance,
          each of the Bonds may be redeemed prior to maturity, as follows:

                    (a)  The Bonds  shall be subject  to redemption  by the
               City, at  the direction of  the Company, on  any date on  or
               after October  1, 2007, in whole at any time or in part from
               time to time, at  the applicable redemption price (expressed
               as  a percentage of principal amount)  set forth below, plus
               accrued interest to the redemption date:

                    Redemption Period                  Redemption Price
                    ------------------                 ----------------

               October 1, 2007 through September 30, 2008          102%
               October 1, 2008 through September 30, 2009          101%
               October 1, 2009 and thereafter                      100%


                    (b)   The Bonds shall  be subject to  redemption by the
               City, at the direction of the Company, in whole  at any time
               at the principal amount thereof plus accrued interest to the
               redemption date, if:

                         (i)  the Company  shall have  determined  that the
                    continued  operation of  the Plant  (as defined  in the
                    Ordinance)    is    impracticable,   uneconomical    or
                    undesirable for any reason;

                         (ii)  the Company  shall have determined  that the
                    continued operation of the Facilities is impracticable,
                    uneconomical or  undesirable due to (A)  the imposition
                    of taxes, other than  ad valorem taxes currently levied
                    upon privately owned property used for the same general
                    purpose  as  the Facilities,  or  other liabilities  or
                    burdens  with  respect to  the Facilities  or operation
                    thereof,  (B) changes  in technology,  in environmental
                    standards or  legal  requirements or  in  the  economic
                    availability of materials, supplies, equipment or labor
                    or (C) destruction  of or damage to all or  part of the
                    Facilities;

                         (iii) all or  substantially all of the  Facilities
                    or  the  Plant shall  have been  condemned or  taken by
                    eminent domain; or

                         (iv) the operation of  the Facilities or the Plant
                    shall have  been enjoined or shall  have otherwise been
                    prohibited by,  or  shall  conflict  with,  any  order,
                    decree,  rule  or regulation  of  any court  or  of any
                    federal, state or local regulatory body, administrative
                    agency or other governmental body.

                    (c)  The Bonds shall be subject to mandatory redemption
               by  the City, at  the principal amount  thereof plus accrued
               interest to the redemption  date, on the 180th day  (or such
               earlier  date as may be  designated by the  Company) after a
               final determination by a  court of competent jurisdiction or
               an administrative agency, to the effect that, as a result of
               a failure by the Company to perform or observe any covenant,
               agreement or representation contained in the Sale Agreement,
               the interest payable  on the Bonds  is included for  Federal
               income tax  purposes  in  the  gross income  of  the  owners
               thereof,  other  than  any   owner  of  a  Bond  who   is  a
               "substantial user"  of the Facilities or  a "related person"
               within  the meaning  of Section  103(b)(13) of  the Internal
               Revenue Code of 1954 (the "1954 Code").  No determination by
               any court or administrative agency shall be considered final
               for the  purposes of this  paragraph (c) unless  the Company
               shall have been given timely  notice of the proceeding which
               resulted  in  such  determination  and   an  opportunity  to
               participate in such proceeding,  either directly or  through
               an  owner of  a  Bond,  and  until  the  conclusion  of  any
               appellate  review sought by any  party to such proceeding or
               the  expiration of  the time  for seeking  such review.  The
               Bonds shall be  redeemed either in whole or  in part in such
               principal  amount that  the  interest payable  on the  Bonds
               remaining  outstanding  after such  redemption would  not be
               included in  the gross  income of  any owner  thereof, other
               than  an owner of a Bond who  is a "substantial user" of the
               Facilities  or  a "related  person"  within  the meaning  of
               Section 103(b)(13) of the 1954 Code.

               If less than all of the Bonds at the time outstanding are to
          be  called for redemption,  the particular  Bonds or  portions of
          Bonds to be redeemed  shall be selected  by the Trustee, in  such
          manner as the Trustee in  its discretion may deem proper,  in the
          principal amounts  designated to  the Trustee  by the  Company or
          otherwise as required by the Ordinance.

               In the event any of the Bonds are called for redemption, the
          Trustee  shall give  notice,  in the  name  of the  City,  of the
          redemption of such  Bonds.  Such notice shall be given by mailing
          a  copy of  the redemption  notice by  first-class mail  at least
          thirty (30) days  prior to the date  fixed for redemption to  the
          Registered  Owners of the Bonds  to be redeemed  at the addresses
          shown on the registration  books; provided, however, that failure
          duly to give such notice by mailing, or any defect therein, shall
          not  affect the validity of any proceedings for the redemption of
          the Bonds as to which there shall be no such failure or defect.

               With  respect  to  any  notice of  redemption  of  Bonds  in
          accordance  with the  redemption provisions  lettered (a)  or (b)
          above, unless, upon the  giving of such notice, such  Bonds shall
          be deemed to have been paid  within the meaning of the Ordinance,
          such  notice   shall  state   that  such  redemption,   shall  be
          conditional  upon the receipt, by the  Trustee on or prior to the
          opening  of business  on the  date fixed  for such  redemption of
          moneys  sufficient to pay the  principal of and  premium, if any,
          and  interest on  such Bonds  to be  redeemed, and  that  if such
          moneys shall not have been so received said notice shall be of no
          force  and effect and  the City shall  not be  required to redeem
          such  Bonds. In the event that such notice of redemption contains
          such  a  condition  and such  moneys  are  not  so received,  the
          redemption  shall  not be  made and  the  Trustee shall  within a
          reasonable time thereafter  give notice, in  the manner in  which
          the notice of redemption was given, that  such moneys were not so
          received.

               If  a notice of redemption shall be unconditional, or if the
          conditions of a conditional notice of redemption  shall have been
          satisfied,  then  upon presentation  and  surrender  of Bonds  so
          called for redemption  at the  place or places  of payment,  such
          Bonds shall be redeemed.

               Any  Bonds  and  portions  of  Bonds  which  have been  duly
          selected for  redemption  shall cease  to  bear interest  on  the
          specified redemption date provided  that moneys sufficient to pay
          the principal of,  premium, if  any, and interest  on such  Bonds
          shall be  on  deposit with  the  Trustee on  the  date fixed  for
          redemption so  that such  Bonds  will be  deemed  to be  paid  in
          accordance  with the  Ordinance and  such Bonds  shall thereafter
          cease to be  entitled to any lien, benefit or  security under the
          Ordinance.

               The  owner of this Bond  shall have no  right to enforce the
          provisions of the  Ordinance, or to  institute action to  enforce
          the covenants therein, or to take  any action with respect to any
          default under the Ordinance, or to institute, appear in or defend
          any suit  or other  proceeding  with respect  thereto, except  as
          provided in the Ordinance.

               With certain exceptions  as provided therein,  the Ordinance
          and the Sale Agreement may  be modified or amended only with  the
          consent of the owners of a majority in aggregate principal amount
          of  all  Bonds outstanding  under  the Ordinance  which  would be
          adversely affected thereby.

               Reference  is  hereby made  to  the Ordinance  and  the Sale
          Agreement, copies of which are on file with the  Trustee, for the
          provisions, among others,  with respect to the  nature and extent
          of the rights, duties  and obligations of the City,  the Company,
          the  Trustee  and  the  Registered  Owners  of  the   Bonds.  The
          Registered Owner  of  this Bond,  by  the acceptance  hereof,  is
          deemed to have agreed  and consented to the terms  and provisions
          of the Ordinance and the Sale Agreement.

               Among other things, as provided in the Ordinance and subject
          to  certain  limitations  therein set  forth,  this  Bond  or any
          portion of the  principal amount  hereof will be  deemed to  have
          been paid within the meaning and with the effect expressed in the
          Ordinance, and  the entire indebtedness  of the  City in  respect
          thereof  shall be  satisfied and  discharged,  if there  has been
          irrevocably deposited  with the  Trustee, in  trust, money in  an
          amount which will be sufficient and/or Government Obligations (as
          defined in  the  Ordinance), the  principal  of and  interest  on
          which, when due, without regard to any reinvestment thereof, will
          provide moneys which, together with moneys deposited with or held
          by the Trustee, will be sufficient, to pay when due the principal
          of and premium, if any, and interest on this Bond or such portion
          of the principal amount hereof when due.

               Among  other things,  the  Sale  Agreement  contains  terms,
          provisions and conditions relating to the consolidation or merger
          of the  Company with  or into,  and the  sale, transfer or  other
          disposition, of assets to, another Person (as defined in the Sale
          Agreement),  to  the  assumption   by  such  Person,  in  certain
          circumstances, of all of the obligations of the Company under the
          Sale Agreement and to  the release and discharge of  the Company,
          in certain circumstances, from such obligations.

               The  City, the Trustee, the  Registrar, the Paying Agent and
          any  co-paying agent may deem and  treat the person in whose name
          this  Bond is  registered as  the absolute  owner hereof  for all
          purposes,  whether or not this  Bond is overdue,  and neither the
          City,  the  Trustee,  the Registrar,  the  Paying  Agent  nor any
          co-paying agent shall be affected by any notice to the contrary.

               It is hereby certified, recited and declared that  all acts,
          conditions  and things required  by the Constitution  and laws of
          the  State of New Mexico,  the governing rules  and procedures of
          the City and the Ordinance to exist, to have happened and to have
          been performed, precedent to and in the adoption of the Ordinance
          and the issuance  of this Bond, do exist,  have happened and have
          been performed in regular and due form as required by law.

               No  covenant  or agreement  contained  in this  Bond  or the
          Ordinance  shall be deemed  to be a covenant  or agreement of any
          official,   officer,  agent  or  employee  of  the  City  in  his
          individual capacity, and  neither the members of the City Council
          of  the  City, nor  any official  executing  this Bond,  shall be
          liable  personally on  this Bond  or be  subject to  any personal
          liability  or accountability by reason of the issuance or sale of
          this Bond.

               This  Bond shall  not be  entitled to  any right  or benefit
          under the Ordinance,  or be  valid or become  obligatory for  any
          purpose, until  this Bond  shall have been  authenticated by  the
          execution  by the  Trustee, or  its successor  as Trustee  of the
          certificate of authentication inscribed hereon.

                IN WITNESS WHEREOF, the City of Farmington, New Mexico, has
          caused this Bond to be executed in its  name and on its behalf by
          its Mayor and Treasurer or Deputy City  Treasurer, each by his or
          her manual or facsimile  signature, and has caused  the corporate
          seal  of the City to  be affixed, impressed  or reproduced hereon
          and  attested  by  the  City Clerk  with  his  or  her manual  or
          facsimile signature.




                                             CITY OF FARMINGTON, NEW MEXICO



                                             By___________________________
                                                 Mayor



                                             By____________________________
                                                Deputy City Treasurer


          (Seal)



          ATTEST:




          --------------------------------------
                    City Clerk


   <PAGE> 
                                                                  EXHIBIT B


                     (FORM FOR ORDINARY REGISTRATION OF TRANSFER)

                       COMPLETE AND SIGN THIS FORM FOR ORDINARY
                               REGISTRATION OF TRANSFER


          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
          transfer(s) unto

          Please  Insert Social  Security  Or Other  Identifying Number  of
          Assignee

          -----------------------------------------------------------------
          --

          -----------------------------------------------------------------
          --
          Please print or typewrite  name and address including  postal zip
          code of assignee

          -----------------------------------------------------------------
          -
          this  bond   and  all   rights  thereunder,  hereby   irrevocably
          constituting and appointing
                                             attorney   to  register   such
          transfer on the registration books in the principal office of the
          Registrar, with full power of substitution in the premises.

          Dated:___________   -------------------------------------------
                              NOTE:   The signature on this assignment must
                              correspond  with the name  as written  on the
                              face  of  this  Bond  in   every  particular,
                              without alteration, enlargement or any change
                              whatsoever.


   <PAGE>

                                                                  EXHIBIT C

                  (FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION)

                            CERTIFICATE OF AUTHENTICATION

                    This  is to certify that this Bond  is one of the Bonds
               described in the within-mentioned Ordinance.


                     First Trust of New York, National Association,
                                   as Trustee

                      By________________________________________
                                          Authorized Officer
 
                   Date of Authentication:____________________