Exhibit 4d
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                          INDENTURE OF TRUST
                            (1997 SERIES B)


                                BETWEEN



                 THE INDUSTRIAL DEVELOPMENT AUTHORITY
                         OF THE COUNTY OF PIMA



                                  AND



                FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION




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




                    DATED AS OF SEPTEMBER 15, 1997




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




                              AUTHORIZING

                 INDUSTRIAL DEVELOPMENT REVENUE BONDS,
                             1997 SERIES B
                   (TUCSON ELECTRIC POWER COMPANY PROJECT)



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<PAGE>

                          TABLE OF CONTENTS*

                                                                          Page
                                                                          ----

   Parties.................................................................. 1
   Recitals................................................................. 1
   Granting Clause.......................................................... 2


                               ARTICLE I

                              DEFINITIONS

   Section 1.01.     Definitions...........................................  2

                              ARTICLE II

                               THE BONDS

   Section 2.01.     Creation of Bonds.....................................  8
   Section 2.02.     Form of Bonds.........................................  8
   Section 2.03.     Execution of Bonds....................................  9
   Section 2.04.     Authentication of Bonds...............................  9
   Section 2.05.     Bonds Not General Obligations.........................  9
   Section 2.06.     Prerequisites to Authentication of Bonds..............  9
   Section 2.07.     Lost or Destroyed Bonds or Bonds Canceled in
      Error................................................................ 10
   Section 2.08.     Transfer, Registration and Exchange of Bonds.......... 10
   Section 2.09.     Other Obligations..................................... 12
   Section 2.10   Temporary Bonds.......................................... 12
   Section 2.11.     Cancellation of Bonds................................. 12
   Section 2.12.     Payment of Principal and Interest..................... 13
   Section 2.13.     Applicability of Book-Entry Provisions................ 13


                              ARTICLE III

                          REDEMPTION OF BONDS

   Section 3.01.     Redemption Provisions................................. 13
   Section 3.02.     Selection of Bonds to be Redeemed..................... 14
   Section 3.03.     Procedure for Redemption.............................. 15
   Section 3.04.     Payment of Redemption Price........................... 15
   Section 3.05.     No Partial Redemption After Default................... 15

                              ARTICLE IV

                             THE BOND FUND

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

*   This table of contents is not a part of the Indenture, 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
    Indenture.


<PAGE>


   Section 4.01.     Creation of Bond Fund................................. 16
   Section 4.02.     Liens................................................. 16
   Section 4.03.     Deposits into Bond Fund............................... 16
   Section 4.04.     Use of Moneys in Bond Fund............................ 16
   Section 4.05.     Custody of Bond Fund; Withdrawal of Moneys............ 16
   Section 4.06.     Bonds Not Presented for Payment....................... 16
   Section 4.07.     Moneys Held in Trust.................................. 17

                               ARTICLE V

                        DISPOSITION OF PROCEEDS

   Section 5.01.     Disposition of Proceeds............................... 17

                              ARTICLE VI

                              INVESTMENTS

   Section 6.01.     Investments........................................... 17

                              ARTICLE VII

                           GENERAL COVENANTS

   Section 7.01.     No General Obligations................................ 18
   Section 7.02.     Performance of Covenants of the Authority;
                     Representations....................................... 18
   Section 7.03.     Maintenance of Rights and Powers; Compliance
                     with Laws............................................. 18
   Section 7.04.     Enforcement of Obligations of the Company;
                     Amendments............................................ 19
   Section 7.05.     Further Instruments................................... 19
   Section 7.06.     No Disposition of Trust Estate........................ 19
   Section 7.07.     Financing Statements.  ............................... 19
   Section 7.08.     Tax Covenants; Rebate Fund............................ 19
   Section 7.09.     Notices of Trustee.................................... 20

                             ARTICLE VIII

                              DEFEASANCE

   Section 8.01.     Defeasance............................................ 20

                              ARTICLE IX

                         DEFAULTS AND REMEDIES

   Section 9.01.     Events of Default..................................... 22
   Section 9.02.     Remedies.............................................. 23
   Section 9.03.     Restoration to Former Position........................ 23
   Section 9.04.     Owners' Right to Direct Proceedings................... 23
   Section 9.05.     Limitation on Owners' Right to Institute
                     Proceedings........................................... 23
   Section 9.06.     No Impairment of Right to Enforce Payment............. 24
   Section 9.07.     Proceedings by Trustee without Possession of
                     Bonds................................................. 24
   Section 9.08.     No Remedy Exclusive................................... 24
   Section 9.09.     No Waiver of Remedies................................. 24
   Section 9.10.     Application of Moneys................................. 24
   Section 9.11.     Severability of Remedies.............................. 25

                               ARTICLE X

             TRUSTEE; PAYING AGENT AND CO-PAYING AGENTS; REGISTRAR

   Section 10.01.    Acceptance of Trusts.................................. 25
   Section 10.02.    No Responsibility for Recitals........................ 25
   Section 10.03.    Limitations on Liability.............................. 26
   Section 10.04.    Compensation, Expenses and Advances................... 26
   Section 10.05.    Notice of Events of Default........................... 27
   Section 10.06.    Action by Trustee..................................... 27
   Section 10.07.    Good Faith Reliance................................... 27
   Section 10.08.    Dealings in Bonds and with the Authority and
                     the Company........................................... 27
   Section 10.09.    Allowance of Interest................................. 28
   Section 10.10.    Construction of Indenture............................. 28
   Section 10.11.    Resignation of Trustee................................ 28
   Section 10.12.    Removal of Trustee.................................... 28
   Section 10.13.    Appointment of Successor Trustee...................... 28
   Section 10.14.    Qualifications of Successor Trustee................... 29
   Section 10.15.    Judicial Appointment of Successor Trustee............. 29
   Section 10.16.    Acceptance of Trusts by Successor Trustee............. 29
   Section 10.17.    Successor by Merger or Consolidation.................. 29
   Section 10.18.    Standard of Care...................................... 30
   Section 10.19.    Notice to Owners of Bonds of Event of
                     Default............................................... 30
   Section 10.20.    Intervention in Litigation of the Authority........... 30
   Section 10.21.    Paying Agent; Co-Paying Agents........................ 30
   Section 10.22.    Qualifications of Paying Agent and Co-Paying
                     Agents; Resignation; Removal.......................... 31
   Section 10.23.    Registrar............................................. 31
   Section 10.24.    Qualifications of Registrar; Resignation;
                     Removal............................................... 32
   Section 10.25.    Several Capacities.................................... 32

                              ARTICLE XI

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

   Section 11.01.    Execution of Instruments; Proof of Ownership.......... 32

                              ARTICLE XII

             MODIFICATION OF THIS INDENTURE AND THE LOAN AGREEMENT

   Section 12.01.    Limitations........................................... 33
   Section 12.02.    Supplemental Indentures without Owner
                     Consent............................................... 33
   Section 12.03.    Supplemental Indentures with Consent of
                     Owners................................................ 34
   Section 12.04.    Effect of Supplemental Indenture...................... 35
   Section 12.05.    Consent of the Company................................ 35
   Section 12.06.    Amendment of Loan Agreement without Consent
                     of Owners............................................. 35
   Section 12.07.    Amendment of Loan Agreement with Consent of
                     Owners................................................ 35
                     

                             ARTICLE XIII

                             MISCELLANEOUS

   Section 13.01.    Successors of the Authority........................... 36
   Section 13.02.    Parties in Interest................................... 36
   Section 13.03.    Severability.......................................... 36
   Section 13.04.    No Personal Liability of Authority Officials.......... 36
   Section 13.05.    Bonds Owned by the Authority or the Company........... 36
   Section 13.06.    Counterparts.......................................... 37
   Section 13.07.    Governing Law......................................... 37
   Section 13.08.    Notices............................................... 37
   Section 13.09.    Holidays.............................................. 37
   Section 13.10.    Statutory Notice Regarding Cancellation of
                     Contracts.  .......................................... 38


Testimonium..............................................................   40
Signatures and Seals.....................................................   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>



                          INDENTURE OF TRUST

     THIS INDENTURE OF TRUST (1997 B Series), dated as of September
15, 1997 (this "Indenture"), between THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF PIMA, an Arizona nonprofit corporation
designated by law as a political subdivision of the State of Arizona
(hereinafter called the "Authority"), and First Trust of New York,
National Association, as trustee (hereinafter called the "Trustee"),

                         W I T N E S S E T H :


     WHEREAS, the Authority is authorized and empowered under Title
35, Chapter 5, Arizona Revised Statutes, as amended (the "Act"), to
issue its bonds in accordance with the Act and to make secured or
unsecured loans for the purpose of financing or refinancing the
acquisition, construction, improvement or equipping of projects
consisting of land, any building or other improvement, and all real
and personal properties, including but not limited to machinery and
equipment, whether or not now in existence or under construction,
whether located within or without Pima County, which shall be suitable
for, among other things, facilities for the furnishing of electric
energy, gas or water, air and water pollution control facilities and
sewage and solid waste disposal facilities, and to charge and collect
interest on such loans and pledge the proceeds of loan agreements as
security for the payment of the principal of and interest on bonds, or
designated issues of bonds, issued by the Authority and any agreements
made in connection therewith, whenever the Board of Directors of the
Authority finds such loans to be in furtherance of the purposes of the
Authority or in the public interest;

     WHEREAS, the Authority has heretofore issued and sold $75,000,000
aggregate principal amount of its Industrial Development Revenue
Bonds, 1982 Series A (Tucson Electric Power Company General Project)
all of which remain outstanding (the "1982 Bonds due June 15, 2022"),
the proceeds of which were loaned to Tucson Electric Power Company, an
Arizona corporation (the "Company") to finance and refinance a portion
of the costs of the acquisition, construction, improvement and
equipping of certain of its facilities for the furnishing of electric
energy (the "Facilities");

     WHEREAS, the Authority has also heretofore issued and sold
$75,000,000 aggregate principal amount of its Industrial Development
Revenue Bonds, 1982 Series A (Tucson Electric Power Company General
Project) all of which remain outstanding (the "1982 Bonds due July 1,
2022", and together with the 1982 Bonds due June 15, 2022, hereinafter
collectively referred to as the "1982 Bonds"), the proceeds of which
were loaned to the Company to finance certain additional costs of the
Facilities; and

     WHEREAS, the Authority proposes to issue and sell its revenue
bonds as provided herein (the "Bonds") to refinance, by the payment or
redemption of the 1982 Bonds, or provision therefor, the portion of
the costs of the acquisition, construction, improvement and equipping
of the Facilities paid from the proceeds of the 1982 Bonds, all as
described in Exhibit A to the Loan Agreement, dated as of September
15, 1997 (the "Loan Agreement"), between the Authority and the
Company;

     NOW, THEREFORE, for and in consideration of these premises and
the mutual covenants herein contained, of the acceptance by the
Trustee of the trusts hereby created, of the purchase and acceptance
of the Bonds by the Owners (as hereinafter defined) thereof and of the
sum of one dollar lawful money of the United States of America, to it
duly paid by the Trustee at or before the execution and delivery of
these presents, and for other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, in order to
secure the payment of the principal of and premium, if any, and
interest on the Bonds at any time Outstanding (as hereinafter defined)
under this Indenture according to their tenor and effect and the
performance and observance by the Authority of all the covenants and
conditions expressed or implied herein and contained in the Bonds, the
Authority does hereby grant, bargain, sell, convey, mortgage, pledge
and assign, and grant a security interest in, the Trust Estate (as
hereinafter defined) to the Trustee, its successors in trust and their
assigns forever;

     TO HAVE AND TO HOLD all the same with all privileges and
appurtenances hereby conveyed and assigned, or agreed or intended so
to be, to the Trustee, its successors in trust and their assigns
forever;

     IN TRUST NEVERTHELESS, upon the terms and trusts herein set
forth, first, for the equal and proportionate benefit and security of
all Owners of the Bonds issued under and secured by this Indenture
without preference, priority or distinction as to the lien of any
Bonds over any other Bonds;

     PROVIDED, HOWEVER, that if, after the right, title and interest
of the Trustee in and to the Trust Estate shall have ceased,
terminated and become void in accordance with Article VIII hereof, the
principal of and premium, if any, and interest on the Bonds shall have
been paid to the Owners thereof, or shall have been paid to the
Company pursuant to Section 4.06 hereof, then and in that case these
presents and the estate and rights hereby granted shall cease,
terminate and be void, and thereupon the Trustee shall cancel and
discharge this Indenture and execute and deliver to the Authority and
the Company such instruments in writing as shall be requisite to
evidence the discharge hereof; otherwise this Indenture is to be and
remain in full force and effect.

     THIS INDENTURE OF TRUST FURTHER WITNESSETH, and it is expressly
declared, that all Bonds issued and secured hereunder are to be
issued, authenticated and delivered, and the Trust Estate and the
other estate and rights hereby granted are to be dealt with and
disposed of, under, upon and subject to the terms, conditions,
stipulations, covenants, agreements, trusts, uses and purposes as
hereinafter expressed, and the Authority has agreed and covenanted,
and does hereby agree and covenant, with the Trustee and with the
respective Owners, from time to time, of the Bonds, as follows:


                               ARTICLE I

                              DEFINITIONS

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

Act:

     "Act" shall mean Title 35, Chapter 5, Arizona Revised Statutes,
and all acts supplemental thereto or amendatory thereof.

Administration Expenses:

     "Administration Expenses" shall mean the reasonable expenses
incurred by the Authority with respect to the Loan Agreement, this
Indenture and any transaction or event contemplated by the Loan
Agreement or this Indenture, including the compensation and
reimbursement of expenses and advances payable to the Trustee, to the
Paying Agent, any Co-Paying Agent and the Registrar and a pro rata
share of the Authority's annual operating expenses in accordance with
the provisions of paragraph XII.D. of the Authority's Procedural
Pamphlet.

     "Authority" shall mean The Industrial Development Authority of
the County of Pima, an Arizona nonprofit corporation designated by law
as a political subdivision of the State of Arizona incorporated for
and with the approval of Pima County, Arizona, pursuant to the
provisions of the Constitution of the State of Arizona and the Act,
its successors and their assigns.

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 Authority 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 Authority.

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 Indenture.

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 7.01 of the Loan 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 real and personal properties,
machinery and equipment currently existing, under construction and to
be constructed which are described in Exhibit A to the Loan Agreement,
as revised from time to time to reflect any changes therein, additions
thereto, substitutions therefor and deletions therefrom permitted by
the terms of the Loan Agreement, subject, however, to the provisions
of Section 7.01 of the Loan Agreement.

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.

Indenture:

     "Indenture" shall mean this Indenture of Trust, dated as of
September 15, 1997, between the Authority and the Trustee, and any and
all modifications, alterations, amendments and supplements thereto.

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: (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.

Loan Agreement:

     "Loan Agreement" shall mean the Loan Agreement, dated as of
September 15, 1997, between the Authority and the Company relating to
the Bonds, and any and all modifications, alterations, amendments and
supplements thereto.

Loan Payments:

     "Loan Payments" shall mean the payments required to be made by
the Company pursuant to Section 5.01 of the Loan Agreement.

1954 Code:

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

1982 Bonds:

     "1982 Bonds" shall mean the $75,000,000 aggregate principal
amount of the Authority's Industrial Development Revenue Bonds, 1982
Series A (Tucson Electric Power Company General Project) due June 15,
2022 and $75,000,000 aggregate principal amount of the Authority's
Industrial Development Revenue Bonds, 1982 A (Tucson Electric Power
Company General Project) due July 1, 2022.

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 Indenture
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
Authority) 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 Indenture 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 Authority) shall constitute a sufficient publication of
such notice.

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 Indenture 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 Indenture, 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.

Rebate Fund:

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

Receipts and Revenues of the Authority from the Loan Agreement:

     "Receipts and Revenues of the Authority from the Loan Agreement"
shall mean all moneys paid or payable to the Trustee for the account
of the Authority by the Company in respect of the Loan Payments and
payments pursuant to Section 9.01 of the Loan Agreement and all
receipts of the Trustee which, under the provisions of this Indenture,
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.

Supplemental Indenture:

     "Supplemental Indenture" shall mean any indenture of the
Authority modifying, altering, amending, supplementing or confirming
this Indenture for any purpose, in accordance with the terms hereof.

Supplemental Loan Agreement:

     "Supplemental Loan Agreement" shall mean any agreement between
the Authority and the Company modifying, altering, amending or
supplementing the Loan 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 Authority 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 Authority in and to the Loan Agreement (except its
rights under Sections 5.03, 5.04, 6.03 and 8.05 thereof and any rights
of the Authority to receive notices, certificates, requests,
requisitions and other communications thereunder), including without
limitation, the Receipts and Revenues of the Authority from the Loan
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
Indenture and all other rights, titles and interests which at such
time are subject to the lien of this Indenture; 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 First Trust of New York, National
Association, as trustee under this Indenture, 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 Indenture is located at the address
specified in Section 13.08 hereof.

                              ARTICLE II

                               THE BONDS

     Section 2.01. Creation of Bonds. There is hereby authorized and
created under this Indenture, for the purpose of providing moneys to
pay, or redeem, or provide for the redemption therefor, of the 1982
Bonds, an issue of Bonds, entitled to the benefit, protection and
security of this Indenture, in the aggregate principal amount of One
Hundred Fifty Million Dollars ($150,000,000). Each of the Bonds shall
be designated by the title "The Industrial Development Authority of
the County of Pima Industrial Development Revenue Bond, 1997 Series B
(Tucson Electric Power Company Project)". The Bonds shall mature,
subject to prior redemption upon the terms and conditions hereinafter
set forth, on September 1, 2029 and shall bear interest from the date
thereof until payment of the principal or redemption price thereof
shall have been made or provided for in accordance with the provisions
hereof, whether at maturity, upon redemption or otherwise, at the rate
of six per centum (6%) per annum, with interest thereon payable
semi-annually on each March 1 and September 1, commencing March 1,
1998. Interest 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 September 15,
1997. Bonds authenticated on or subsequent to the first interest
payment date 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 Indenture.

     Section 2.03. Execution of Bonds. The Bonds shall be executed on
behalf of the Authority by the President or a Vice President of the
Authority and shall have affixed, impressed or reproduced thereon the
official seal of the Authority which shall be attested by the
Secretary or an Assistant Secretary of the Authority. Each of the
foregoing officers may execute or cause to be executed with a
facsimile signature in lieu of his manual signature the Bonds,
provided the signature of either the President or a Vice President of
the Authority or the Secretary or Assistant Secretary of the Authority
shall, if required by applicable laws, be manually subscribed.

     In case any officer of the Authority 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 Authority by such persons as, at the time of execution
of such Bond, shall be the proper officers of the Authority, even
though at the date of such Bond or of the execution and delivery of
this Indenture 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 Indenture. 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 Indenture. 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. Neither Pima County,
Arizona nor the State of Arizona shall in any event be liable for the
payment of the principal of or premium, if any, or interest on the
Bonds, and neither the Bonds nor the premium, if any, or the interest
thereon, shall be construed to constitute an indebtedness of Pima
County, Arizona or the State of Arizona within the meaning of any
constitutional or statutory provisions whatsoever. The Bonds and the
premium, if any, and the interest thereon shall be limited obligations
of the Authority payable solely from the Receipts and Revenues of the
Authority from the Loan Agreement and the other moneys pledged
therefor under this Indenture, and such fact shall be plainly stated
on the face of each Bond.

     Section 2.06. Prerequisites to Authentication of Bonds. The
Authority 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 a resolution of the Board of
     Directors of the Authority authorizing the execution and delivery
     of this Indenture and the Loan Agreement and the issuance of the
     Bonds;

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

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

     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
Authority 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 Authority, the Trustee and the Company evidence
of such loss or destruction. In every case, the applicant for a
substitute Bond shall furnish the Authority, 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 Authority, 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 Authority 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 Authority, 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 Indenture 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 Authority, 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 Authority
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 Authority, 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 Authority, 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 Authority shall
execute and the Trustee shall authenticate and deliver Bonds in
accordance with the provisions of this Indenture. For every such
exchange or registration of transfer of Bonds, whether temporary or
definitive, the Authority, 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 or (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 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 Company within ninety (90)
     days of 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 Authority, 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 Authority expressly reserves
the right to issue, to the extent permitted by law, but shall not be
obligated to issue, obligations under another indenture or indentures
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 Authority 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
Authority. Temporary Bonds may contain such reference to any
provisions of this Indenture as may be appropriate. Every temporary
Bond shall be executed by the Authority 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 Authority 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 Indenture 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 Authority,
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 Authority shall cause to be deposited in
the Bond Fund, on each interest payment date, solely out of the
Receipts and Revenues of the Authority from the Loan 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 Authority 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
Authority 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 Authority from the Loan Agreement and other moneys
pledged therefor, an amount sufficient to pay the principal of the
Bonds. The obligation of the Authority 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. Applicability of Book-Entry Provisions. Anything in
this Indenture to the contrary notwithstanding, (a) the provisions of
the Blanket Issuer Letter of Representations, dated February 26, 1996,
between the Authority 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 Authority, 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 Authority, at the direction of the
Company, on any date on or after September 1, 2002 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
         -----------------                    ----------------

September 1, 2002 through August 31, 2003          102%
September 1, 2003 through August 31, 2004          101%
September 1, 2004 and thereafter                   100%

     (b) The Bonds shall be subject to redemption by the Authority, 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 Facilities is impracticable, uneconomical or
     undesirable for any reason;

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

          (iii) the operation of the Facilities 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
Authority, 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 Loan
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 (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, in the opinion of Bond Counsel, the
interest payable on the Bonds, including 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
Indenture 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 Indenture; 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 Authority, 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 at 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 Authority 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. Payment of Redemption Price. For the redemption of
any of the Bonds, the Authority shall cause to be deposited in the
Bond Fund, on the redemption date, solely out of the Receipts and
Revenues of the Authority from the Loan 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 Authority
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.

     Section 3.05. No Partial Redemption After Default. Anything in
this Indenture 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.


                              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 Authority
to be designated "The Industrial Development Authority of The County
of Pima Industrial Development Revenue Bonds, 1997 Series B (Tucson
Electric Power Company Project) Bond Fund". The Trustee shall
establish and maintain within the Bond Fund such segregated
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 Authority shall not create any lien upon
the Bond Fund or upon the Receipts and Revenues of the Authority from
the Loan 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 Loan Payments; and

          (iii) all other moneys received by the Trustee under and
     pursuant to any provision of the Loan Agreement, other than
     Sections 5.03, 5.04 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 Authority and the Authority 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 Indenture 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 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 Authority, 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
Loan 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 Authority under this Indenture 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 Loan 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 neither Pima
County, Arizona nor the State of Arizona shall in any event be liable
for the payment of the principal of, or premium, if any, or interest
on the Bonds or for the performance of any pledge, mortgage,
obligation or agreement created by or arising out of this Indenture or
the issuance of the Bonds, and further that neither the Bonds, nor the
premium, if any, or interest thereon, nor any such obligation or
agreement of the Authority shall be construed to constitute an
indebtedness of Pima County, Arizona or the State of Arizona within
the meaning of any constitutional or statutory provisions whatsoever.
The Bonds and the interest and premium, if any, thereon shall be
limited obligations of the Authority payable solely from the Receipts
and Revenues of the Authority from the Loan Agreement and the other
moneys pledged therefor.

     The Authority 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 Indenture 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 Authority;
Representations. The Authority shall faithfully perform at all times
any and all covenants, undertakings, stipulations and provisions
contained in this Indenture, in any and every Bond executed,
authenticated and delivered hereunder, and in all proceedings
pertaining thereto. The Authority represents that it is duly
authorized under the Constitution and laws of the State of Arizona to
issue the Bonds authorized hereby, to enter into the Loan Agreement
and this Indenture, 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 Authority.

     Section 7.03. Maintenance of Rights and Powers; Compliance with
Laws. The Authority shall at all times use its best efforts to
maintain its corporate existence or assure the assumption of its
obligations under this Indenture 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 Loan Agreement and this
Indenture.

     Section 7.04. Enforcement of Obligations of the Company;
Amendments. Upon receipt of written notification from the Trustee, the
Authority 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 Loan Agreement. The
Authority shall not enter into any agreement with the Company amending
the Loan Agreement without the prior written consent of the Trustee
and compliance with Sections 12.06 and 12.07 of this Indenture (a
revision to Exhibit A to the Loan Agreement not being deemed an
amendment for purposes of this Section).

     Section 7.05. Further Instruments. The Authority 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
Indenture; provided, however, that no such instruments or actions
shall pledge the credit or taxing power of the State of Arizona, Pima
County, the Authority or any other political subdivision of said
State.

     Section 7.06. No Disposition of Trust Estate. Except as permitted
by this Indenture, the Authority 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 Authority 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 Authority from the Loan Agreement and of the other moneys
pledged under the Indenture 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 Authority 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 Arizona and any other applicable jurisdiction, as from time
to time amended, in order to perfect and maintain the security
interests created by this Indenture.

     Section 7.08. Tax Covenants; Rebate Fund. (a) The Authority
covenants for the benefit of all Owners from time to time of the Bonds
that it will not directly or indirectly use or (to the extent within
its control), permit the use of, the proceeds of any of the Bonds or
any other funds of the Authority, or take or omit to take any other
action, if and to the extent that such use, or the taking or omission
to take such action, 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 Authority 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
Industrial Development Authority of the County of Pima Industrial
Development Revenue Bonds, 1997 Series B (Tucson Electric Power
Company 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 Authority 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 Authority 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 Loan 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 Indenture, 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 Loan Agreement and the Tax Agreement shall
survive the payment of the Bonds and the satisfaction and discharge of
this Indenture.

     Section 7.09. Notices of Trustee. The Trustee shall give notice
to both the Authority and the Company whenever it is required hereby
to give notice to either and, additionally, shall furnish to the
Authority 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 Authority 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 Indenture. If the Authority 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 Indenture.

     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 Authority 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 Indenture 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 Authority 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 Indenture on the part of the Authority 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 Authority 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 Authority, or the Company on behalf of the
     Authority, 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 Authority 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 Indenture 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 Authority 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 Authority 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 Authority 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 Loan Agreement and this
     Indenture;

          (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
Indenture shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee, then the
Authority, 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 Indenture 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 Indenture or exercising any trust or power conferred on the
Trustee by this Indenture; provided, however, that such direction
shall not be otherwise than in accordance with law and the provisions
of this Indenture 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 Indenture, 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 Indenture, 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 Indenture 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 Indenture.

     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 Loan 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 Indenture), 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
Indenture and by law.


                               ARTICLE X

         TRUSTEE; PAYING AGENT AND CO-PAYING AGENTS; REGISTRAR

     Section 10.01. Acceptance of Trusts. The Trustee hereby accepts
and agrees to execute the trusts hereby created, but only upon the
additional terms set forth in this Article X, to all of which the
Authority 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 Indenture 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 Indenture 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
Indenture or for anything whatsoever in connection with the trust
created hereby, except only for its own negligence or bad faith.

     Anything in this Indenture 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
Indenture 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 Authority shall fail to perform any of the covenants or agreements
contained in this Indenture, 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 Authority, 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 Authority from any default
hereunder. In Section 5.03 of the Loan 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 5.03 of the Loan Agreement and
such failure shall have resulted in an Event of Default under the Loan
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 5.04 of the Loan 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 Indenture 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 Authority 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 at least 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 Indenture 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 Indenture or
the Loan 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 Authority 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 Authority 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 Authority
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
Indenture, 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 Indenture. The Trustee may
construe any of the provisions of this Indenture 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 Indenture 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
President of the Authority 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 Authority 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 Authority 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 Authority
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 Authority (at the direction of the Company) of
a successor and accompanied by an instrument of appointment by the
Authority (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 Authority 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 Authority 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 Authority, shall appoint a
successor Trustee as directed by the Company. After any appointment by
the Authority, it shall cause notice of such appointment to be given
by Mail to all Owners of Bonds. Any new Trustee so appointed by the
Authority 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
Indenture 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 Authority 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 Authority 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 Indenture, without the
execution or filing of any paper or any further act on the part of the
parties hereto, anything in this Indenture to the contrary
notwithstanding.

     If, at the time any such successor to the Trustee shall succeed
to the trusts created by this Indenture, 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 Indenture 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 Indenture
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 Authority. In
any judicial proceeding to which the Authority 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 at
least 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 Authority
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 Authority 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 Authority, 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 Authority 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 Indenture. The Paying Agent and any Co-Paying Agent
may at any time resign and be discharged of the duties and obligations
created by this Indenture by giving at least sixty (60) days' notice
to the Authority, 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 Authority, 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 Authority 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 Authority 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 Indenture until the
appointment by the Authority 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 Authority 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 Authority 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 Authority,
the Trustee and the Company at all reasonable times.

     The Authority 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 Authority and authenticated
by the Trustee, shall be made available for exchange, registration and
registration of transfer at the Principal Office of the Registrar. The
Authority 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 Indenture. The
Registrar may at any time resign and be discharged of the duties and
obligations created by this Indenture by giving at least sixty (60)
days' notice to the Authority, 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 Authority 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 Authority 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 Authority shall not have appointed its
successor as Registrar, the Trustee shall ipso facto be deemed to be
the Registrar for all purposes of this Indenture until the appointment
by the Authority 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 Indenture 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 Indenture 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
Authority in pursuance of such request or consent.


                              ARTICLE XII

         MODIFICATION OF THIS INDENTURE AND THE LOAN AGREEMENT

     Section 12.01. Limitations. Neither this Indenture nor the Loan
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, enter into any
Supplemental Indenture which affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise.

     Section 12.02. Supplemental Indentures without Owner Consent. The
Authority and the Trustee may, from time to time and at any time,
without the consent of or notice to the Owners of the Bonds, enter
into Supplemental Indentures as follows:

          (a) to cure any formal defect, omission, inconsistency or
     ambiguity in this Indenture, 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 Authority in this
     Indenture other covenants, agreements, limitations and
     restrictions to be observed by the Authority;

          (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 Indenture, of the Receipts and Revenues of the
     Authority from the Loan 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 Indenture 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 Indenture 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 Indenture 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 Indenture 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 Authority and the Trustee shall enter into any
Supplemental Indenture pursuant to this Section 12.02, there shall
have been delivered to the Trustee an opinion of Bond Counsel stating
that such Supplemental Indenture is authorized or permitted by this
Indenture and the Act, complies with their respective terms, will,
upon the execution and delivery thereof, be valid and binding upon the
Authority 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 Indentures with Consent of Owners.
(a) Except for any Supplemental Indenture entered into 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 execution and
delivery by the Authority and the Trustee of any Supplemental
Indenture deemed necessary or desirable by the Authority for the
purposes of modifying, altering, amending, supplementing or
rescinding, in any particular, any of the terms or provisions
contained in this Indenture; 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 Authority from the Loan Agreement ranking prior to or
on a parity with the claim, lien or pledge created by this Indenture
(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 Indenture or
which is required, under Section 12.07 hereof, for any modification,
alteration, amendment or supplement to the Loan Agreement.

     (b) If at any time the Authority shall request the Trustee to
enter into any Supplemental Indenture for any of the purposes of this
Section 12.03, the Trustee shall cause notice of the proposed
Supplemental Indenture to be given by Mail to all Owners of
Outstanding Bonds. Such notice shall briefly set forth the nature of
the proposed Supplemental Indenture 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 Authority and the Trustee may enter into such Supplemental
Indenture 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 Indenture is authorized or
permitted by this Indenture and the Act, complies with their
respective terms and, upon the execution and delivery thereof, will be
valid and binding upon the Authority 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 execution and delivery of such Supplemental
Indenture, 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 execution and delivery thereof, or to enjoin or
restrain the Authority 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 Indenture. Upon the
execution and delivery of any Supplemental Indenture pursuant to the
provisions of this Article XII, this Indenture shall be, and be deemed
to be, modified, altered, amended or supplemented in accordance
therewith, and the respective rights, duties and obligations under
this Indenture of the Authority, the Trustee and Owners of all Bonds
then Outstanding shall thereafter be determined, exercised and
enforced under this Indenture 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 Indenture under this
Article XII which affects any rights, powers, agreements or
obligations of the Company under the Loan Agreement, or requires a
revision of the Loan Agreement, shall not become effective unless and
until the Company shall have consented to such Supplemental Indenture.

     Section 12.06. Amendment of Loan Agreement without Consent of
Owners. Without the consent of or notice to the Owners of the Bonds,
the Authority may enter into any Supplemental Loan Agreement, and the
Trustee may consent thereto, as may be required (a) by the provisions
of the Loan Agreement and this Indenture, (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. A
revision of Exhibit A to the Loan Agreement pursuant to Section 3.03
thereof shall not be deemed a Supplemental Loan Agreement for purposes
of this Indenture.

     Before the Authority shall enter into, and the Trustee shall
consent to, any Supplemental Loan Agreement pursuant to this Section
12.06, there shall have been delivered to the Trustee an opinion of
Bond Counsel stating that such Supplemental Loan Agreement is
authorized or permitted by this Indenture and the Act, complies with
their respective terms, will, upon the execution and delivery thereof,
be valid and binding upon the Authority 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 Loan Agreement with Consent of
Owners. Except in the case of Supplemental Loan Agreements referred to
in Section 12.06 hereof, the Authority shall not enter into, and the
Trustee shall not consent to, any Supplemental Loan 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 5.01 of the Loan Agreement. If at any time
the Authority or the Company shall request the consent of the Trustee
to any such proposed Supplemental Loan Agreement, the Trustee shall
cause notice of such proposed Supplemental Loan Agreement to be given
in the same manner as provided by Section 12.03 hereof with respect to
Supplemental Indentures. Such notice shall briefly set forth the
nature of such proposed Supplemental Loan 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 Authority may enter into, and the Trustee may consent to,
any such proposed Supplemental Loan Agreement subject to the same
conditions, and with the same effect, as provided by Section 12.03
hereof with respect to Supplemental Indentures.


                             ARTICLE XIII

                             MISCELLANEOUS

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

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

     Section 13.03. Severability. In case any one or more of the
provisions of this Indenture or of the Loan 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
Indenture or of the Loan Agreement or of such Bonds, and this
Indenture and the Loan Agreement and such Bonds shall be construed and
enforced as if such illegal or invalid provisions had not been
contained herein or therein.

     Section 13.04. No Personal Liability of Authority Officials. No
covenant or agreement contained in the Bonds or in this Indenture
shall be deemed to be the covenant or agreement of any director,
official, officer, agent, or employee of the Authority in his
individual capacity, and neither the members of the Board of Directors
of the Authority 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 13.05. Bonds Owned by the Authority 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 Indenture, Bonds which are owned by the Authority 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 Authority, 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 Authority 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 Authority 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 13.06. Counterparts. This Indenture may be executed in
any number of counterparts, each of which, when so executed and
delivered, shall be an original; but such counterparts shall together
constitute but one and the same Indenture.

     Section 13.07. Governing Law. The laws of the State of Arizona
shall govern the construction and enforcement of this Indenture and of
all Bonds, except that the laws of the State of New York shall govern
the construction and enforcement of the rights and duties of the
Trustee hereunder and the construction of Section 13.09 hereof and the
computation of any period of grace provided herein.

     Section 13.08. Notices. Except as otherwise provided in this
Indenture, all notices, certificates, requests requisitions or other
communications by the Authority, the Company, the Trustee, the Paying
Agent, any Co-Paying Agent or the Registrar pursuant to this Indenture
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 Authority, c/o Russo, Cox & Russo,
P.C., 1820 East River Road, Suite 230, Tucson, Arizona 85718; if to
the Company, at 220 West Sixth Street, Tucson, Arizona 85702,
Attention: Treasurer; if to the Trustee, at 100 Wall Street, Suite
1600, New York, New York 10005, Attention: Vice President; 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 13.09. 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 Indenture, 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 Indenture, 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 Indenture,
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 13.10. Statutory Notice Regarding Cancellation of
Contracts. As required by the provisions of Section 38-511, Arizona
Revised Statutes, as amended, notice is hereby given that political
subdivisions of the State of Arizona or any of their departments or
agencies may, within three (3) years of its execution, cancel any
contract, without penalty or further obligation, made by the political
subdivisions or any of their departments or agencies on or after
September 30, 1988, if any person significantly involved in
initiating, negotiating, securing, drafting or creating the contract
on behalf of the political subdivisions or any of their departments or
agencies is, at any time while the contract or any extension of the
contact is in effect, an employee or agent of any other party to the
contract in any capacity or a consultant to any other party of the
contract with respect to the subject matter of the contract.

     The Trustee covenants and agrees not to employ as an employee,
agent or, with respect to the subject matter of this Indenture, a
consultant, any person actually known by the Trustee to be
significantly involved in initiating, negotiating, securing, drafting
or creating such Indenture on behalf of the Authority within three (3)
years from the execution hereof, unless a waiver is provided by the
Authority.


<PAGE>


     IN WITNESS WHEREOF, The Industrial Development Authority of the
County of Pima has caused this Indenture to be executed by its
President and First Trust of New York, National Association has caused
this Indenture to be executed on its behalf by its Vice President, all
as of the day and year first above written.

                              THE INDUSTRIAL DEVELOPMENT AUTHORITY
                              OF THE COUNTY OF PIMA

                              By: /s/ Stanley Lehman
                                  -----------------------------------
                                  President



                              FIRST TRUST OF NEW YORK,
                              NATIONAL ASSOCIATION



                              By: /s/ P.J. Crowley
                                  -----------------------------------
                                 Vice President

<PAGE>

                                                              EXHIBIT A

                            (FORM OF BOND)

No.


                 THE INDUSTRIAL DEVELOPMENT AUTHORITY
                         OF THE COUNTY OF PIMA
                 INDUSTRIAL DEVELOPMENT REVENUE BOND,
                             1997 SERIES B
                (TUCSON ELECTRIC POWER COMPANY PROJECT)

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


     The Industrial Development Authority of the County of Pima, an
Arizona nonprofit corporation designated by law as a political
subdivision of the State of Arizona (the "Authority"), for value
received, hereby promises to pay (but only out of the Receipts and
Revenues of the Authority from the Loan 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 Authority from the Loan 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 March and September in each year, commencing March
1, 1998. 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 Indenture (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 Indenture) 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.

     This Bond is one of the duly authorized Industrial Development
Revenue Bonds, 1997 Series B (Tucson Electric Power Company Project)
(the "Bonds") of the Authority, aggregating One Hundred Fifty Million
Dollars ($150,000,000) in principal amount, issued under and pursuant
to the Constitution and laws of the State of Arizona, particularly
Title 35, Chapter 5, Arizona Revised Statutes, as amended (the "Act"),
and the Indenture of Trust, dated as of September 15, 1997 (the
"Indenture"), between the Authority and First Trust of New York,
National Association, as trustee (the "Trustee"), for the purpose of
refinancing, by payment or redemption of (a) The Authority's
Industrial Development Revenue Bonds, 1982 Series A (Tucson Electric
Power Company General Project) due June 15, 2022 and (b) The
Authority's Industrial Development Revenue Bonds, 1982 Series A
(Tucson Electric Power Company General Project) due July 1, 2022, or
provision therefor, a portion of the costs of the acquisition,
construction, improvement and equipping of certain facilities for the
furnishing of electric energy (the "Facilities"). Pursuant to the Loan
Agreement, dated as of September 15, 1997 (the "Loan Agreement"),
between the Authority and Tucson Electric Power Company, a corporation
organized and existing under the laws of the State of Arizona (the
"Company"), the proceeds of the Bonds, other than accrued interest, if
any, paid by the initial purchasers thereof, will be loaned to the
Company.

     Neither Pima County, Arizona nor the State of Arizona shall in
any event be liable for the payment of the principal of or premium, if
any, or interest on the Bonds, and neither the Bonds, nor the premium,
if any, or the interest thereon, shall be construed to constitute an
indebtedness of Pima County, Arizona or the State of Arizona within
the meaning of any constitutional or statutory provisions whatsoever.
The Bonds and the premium, if any, and the interest thereon are
limited obligations of the Authority payable solely from the Receipts
and Revenues of the Authority from the Loan Agreement and other moneys
pledged therefor under the Indenture.

     The Bonds are equally and ratably secured, to the extent provided
in the Indenture, by the pledge thereunder of the "Receipts and
Revenues of the Authority from the Loan Agreement", which term is used
herein as defined in the Indenture and which as therein defined means
all moneys paid or payable to the Trustee for the account of the
Authority by the Company in respect of the loan payments, including
all receipts of the Trustee which, under the provisions of the
Indenture, reduce the amounts of such payments. The Authority has also
pledged and assigned to the Trustee as security for the Bonds all
other rights and interests of the Authority under the Loan 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 Indenture, each
of the Bonds may be redeemed prior to maturity, as follows:

          (a) The Bonds shall be subject to redemption by the
     Authority, at the direction of the Company, on any date on or
     after September 1, 2002 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
      -----------------                               ----------------

September 1, 2002 through August 31, 2003                   102%
September 1, 2003 through August 31, 2004                   101%
September 1, 2004 and thereafter                            100%


          (b) The Bonds shall be subject to redemption by the
     Authority, 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 Facilities is impracticable,
          uneconomical or undesirable for any reason;

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

               (iii) the operation of the Facilities 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 Authority, 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 Loan 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, as amended (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, in the opinion
     of Bond Counsel, the interest payable on the Bonds, including 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 Indenture.

     In the event any of the Bonds are called for redemption, the
Trustee shall give notice, in the name of the Authority, 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 Indenture, 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 Authority 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 Indenture and such Bonds
shall thereafter cease to be entitled to any lien, benefit or security
under the Indenture.

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

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

     Reference is hereby made to the Indenture and the Loan 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 Authority, 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 Indenture and the Loan Agreement.

     Among other things, as provided in the Indenture 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 Indenture, and the entire
indebtedness of the Authority 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 Indenture), 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 Loan 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 Loan Agreement), to the
assumption by such other Person, in certain circumstances, of all of
the obligations of the Company under the Loan Agreement and to the
release and discharge of the Company, in certain circumstances, from
such obligations.

     The Authority, 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 Authority, the
Trustee, 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 Arizona to exist, to have happened and to have been
performed, precedent to and in the execution and delivery of the
Indenture 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 Indenture
shall be deemed to be a covenant or agreement of any official,
officer, agent or employee of the Authority in his individual
capacity, and neither the members of the Board of Directors of the
Authority, 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
Indenture, 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.


<PAGE>


     IN WITNESS WHEREOF, The Industrial Development Authority of The
County of Pima has caused this Bond to be executed with the manual or
facsimile signature of its President or Vice President and a facsimile
of its official seal to be imprinted hereon and attested with the
manual or facsimile signature of its Secretary or Assistant Secretary.



                                    THE INDUSTRIAL DEVELOPMENT
                                    AUTHORITY OF THE COUNTY OF PIMA
(Seal)


                                    By.....................................
                                               President



ATTEST:


 ......................................
      Secretary




<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 Indenture.


                            FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION,
                            as Trustee
   


                            By............................................
                                      Authorized Officer



Date of Authentication:......................