TABLE OF CONTENTS



Section                        Title                           Page

               ARTICLE I.  AUTHORITY AND DEFINITIONS            3

 1.01          Authority of Original Resolution                 3
 1.02          Definitions of Resolution Reaffirmed             3
 1.03          Statutory Authority                              3

               ARTICLE II. AUTHORIZATION, PURPOSE AND
                            TERMS OF SERIES M (SECOND
                            SERIES) BONDS                       3

 2.01          Authorization of Series M (Second Series)
               Bonds on a Parity with Series C through
               N Bonds                                          3
 2.02          Purpose of Series M (Second Series) Bonds         3
 2.03          Date of Bonds; Maturities; and Interest Rate     4
 2.04          Registered Owners; Payment of Principal and
               Interest; Authentication of Series M (Second
               Series) Bonds; Mutilated, Lost, Stolen or
               Destroyed Bonds                                  4
 2.05          Redemption Provisions                             6

 2.06          Form of Bond                                      8

               ARTICLE III.  MISCELLANEOUS PROVISIONS           13

 3.01          The Trustee                                      13
 3.02          Sale of Series M (Second Series) Bonds;
               Determination of Interest Rates and
               Maturities                                       14
 3.03          Delivery of Series M (Second Series)
               Bonds; Application of Proceeds                   15
 3.04          Transfer of Bond Fund Reserve                     15
 3.05          Escrow Agreement                                  15

 3.06          Subscription to SLGS                              is
 3.07          Compliance with Provisions of Resolution
                as to Parity Coverage                            16
 3.08          All Provisions of the Resolution as to
                Revenues and Bond Fund Reaffirmed                16
 3.09          Compliance with Federal Arbitrage Regulations     16
 3.10          Compliance with All Provisions of Law             16

 3.11          Covenant of Board To Take All \c..ion
                Necessary to Assure Compliance With the
                Internal Revenue Code of 1986                    16
 3.12          Copy of Resolution To Be Filed With Trustee       18